Corporate Governance – Hire Academic Expert

Executive Leadership
and Governance
Corporate Governance
Agenda
Review of Prepare Activities
Rules versus Principles: Relevance and Validity of
Key Approaches to Governance
Pay is the Problem – A Critical Evaluation
Review of Apply Activities
Critical Analysis of Effectiveness of Board Structure
Reflection

Topic Learning Outcomes
Demonstrate an understanding of the Director’s role in
relation to Corporate Governance.
Recognise and evaluate key corporate governance
approaches.
Recognise key corporate governance risks and
breaches. and recommend appropriate
solutions/recommendations.
Critically evaluate the application of a governance
system and assess the impact on
an organisation’s operating model.

Prepare
‘The purpose of corporate governance is to help build an
environment of trust, transparency and accountability
necessary for fostering long-term investment, financial
stability and business integrity, thereby supporting
stronger growth and more inclusive societies.’
OECD, 2019, p. 9

Larcker’s Corporate Governance System
Source: Larcker et al (2011),
as cited Larcker et al (2021), Chapter 1

Methods of Corporate Governance
Non-Executive Directors
Source: BPP, 2016
Essential Reading
• Agyei-Mensah, B. K. 2016. Internal Control Information Disclosure and Corporate
Governance: Evidence From an Emerging Market
. Corporate Governance, 16(1).
• Eduspire, 2017.
Sarbanes Oxley 2002. [Online] Available at:
https://www.youtube.com/watch?v=eeQagPytR-o.
• Larcker, D., Tayan, B., 2020.
Corporate Governance Matters, Pearson
International, 3
rd edition. Chapters 1 and 2.
• Pearl Initiative, 2019.
Corporate Governance Fundamentals: Being Strategic with
Good Governance.
[Online] Available at: https://youtu.be/X0GHwrAB41I.
• Petra, S. 2006. Corporate governance reforms: fact or fiction?
Corporate
Governance: The International Journal of Effective Board Performance,
6(2),
pp.107-115.
• RSM South Africa, 2018. The King IV Report Upon Corporate Governance.
[Online] Available at: https://youtu.be/aup_jXhG_y8.

Relevance and Validity of Key Approaches to
Governance
15 minutes
• Download the activity worksheet and review the
questions and prompts
• Discuss your answers as a group using the chat box
and give your answers to the polls
• We will debrief after this where we review the
discussion and poll answers together as a group

Pay is the Problem – A Critical Evaluation
10 minutes + group discussion
• Download activity worksheet and review questions and
prompts
• Review the notes for your independent research and
consider your responses
• We will discuss this as a group, creating a final summary
of the group’s views on executive (specifically CEO) pay

How do boards determine “Average Pay”?
“[..] Most boards rely heavily on a company’s peer group
as an important input when designing compensation.
This process involves benchmarking a CEO’s pay
package against that of a set of companies comparable
in size, industry, and geography (peer group).
Companies commonly aim to provide cash
compensation (base salary and annual bonus) at the
50th or lower percentile of the peer group and long-term
incentives (primarily equity-based compensation) at the
75th percentile. These figures represent the board’s
assessment of the market wage opportunity of the CEO
and other executive officers.”
(Larcker, 2020, Chapter 8)
Apply
Apply
Most Corporate Governance Frameworks
recommend that the Board includes Non-Executive
Directors (NEDs).
What are the attributes required for someone to be
an effective NED?
What are the challenges in recruiting NEDs?

Non-Executives and Committees
Critical Analysis of Board Structure
30 minutes
• Read the instructions in the activity worksheet then
discuss your thoughts as a group
• Nominate one group member to act as your
scribe, who
will capture your thoughts using the
notes pod
• Your output in this pod will feed through to the main room
and we will discuss this after your group work is complete

Disney Case Study
Reflective Practice
1. What learning will you take away from this webinar?
• Was anything new to you or came as a surprise?
• Is there anything that you will now think about differently?
• What have you found particularly useful?
2. How might you develop you approach to leadership as a result
of these reflections?
• Where do you see these concepts reflected in your own leadership practice?
• Do you have strengths/weaknesses in these areas?
• What concrete things can you do over the next week or two to improve your
practice?
• What things can you do in the longer term to improve your practice?
• Where do these things fit in your personal development plan?

Recap
• Review of Prepare Activities
• Rules versus Principles: Relevance
and Validity of Key Approaches to
Governance
• Pay is the Problem – A Critical
Evaluation
• Review of Apply Activities
• Critical Analysis of Effectiveness of
Board Structure
• Reflection

Any questions or
comments?

Thank you for your
participation
Next Steps – Consolidate
• Topic roundup
• Topic quiz

References
• Agyei-Mensah, B. K. 2016. Internal Control Information Disclosure and Corporate
Governance: Evidence From an Emerging Market
. Corporate Governance, 16(1).
• Eduspire, 2017.
Sarbanes Oxley 2002. [Online] Available at:
https://www.youtube.com/watch?v=eeQagPytR-o.
• Larcker, D., Tayan, B., 2020.
Corporate Governance Matters, Pearson International, 3rd
edition. Chapters 1 and 2.
• Pearl Initiative, 2019.
Corporate Governance Fundamentals: Being Strategic with Good
Governance.
[Online] Available at: https://youtu.be/X0GHwrAB41I.
• Petra, S. 2006. Corporate governance reforms: fact or fiction?
Corporate Governance:
The International Journal of Effective Board Performance,
6(2), pp.107-115.
• RSM South Africa, 2018. The King IV Report Upon Corporate Governance. [Online]
Available at: https://youtu.be/aup_jXhG_y8.