Good Governance for Directors

Description

This course will cover the following:

• Preliminary points – complexity of directors’ duties; broad discretionary powers; juridical character of directors; and to whom do directors owe their duties to?
• Duties of Directors – duties of a general nature arising from the Companies Act; duties of an administrative nature arising from the Companies Act; and duties under other laws which impose criminal and administrative liability.
• Some specific issues – duties of directors in a group context; duty to act as board and not individually; duties arising under the articles of association; duties in insolvency scenarios; executive and non-executive directors; shadow directors; and the MFSA’s New Corporate Code Governance Code.
• Mitigating Liability – mitigating liability under the Companies Act; mitigating liability for administrative offences under the Companies Act; mitigating liability in insolvency scenarios; and mitigating the risk of criminal and administrative liability in regulatory contexts.

Course Topics

• Complexity of directors duties.
• Broad discretionary powers.
• Juridical character of directors.
• To whom their directors owe their duties to?
• Duties of a general nature arising from the Companies Act.
• Duties of an administrative nature arising from the Companies Act.
• Duties under other laws which impose criminal and administrative liability.
• Duties of directors in a group context.
• Duty to act as a board and not individually.
• Duties arising under the articles of association.
• Duties in insolvency scenarios.
• Executive and non-executive directors.
• Shadow directors.
• The MFSA’s New Corporate Code Governance Code.
• Mitigating liability under the Companies Act.
• Mitigating liability for administrative offences under the Companies Act.
• Mitigating liability in insolvency scenarios.
• Mitigating the risk of criminal and administrative liability in regulatory contexts.

Learning Objectives

By completing this course participants will:

• acquire a broad but deep understanding of the duties of directors;
• understand specific issues relating to the duties of directors; and understand methods to mitigate liability.

Target Audience

Directors (executive and non-executive) of regulated and non-regulated entities.

Assessment Questions and Answers

In line with MFSA requirements, a short multiple-choice assessment will be provided by the trainer towards the end of the session. A Certificate of Attendance will be awarded to all students who attend the CPD (duration will be included on certificate). A Certificate of Achievement will be awarded to those who sit for the assessment and are successful (pass mark 60%).