Luxembourg Corporate Governance & Company Administration in practice (M6/S2 CoSec Cert)

1. Introduction
2. Agenda
3. Speakers

This module examines the role of the Company Secretary in promoting and reinforcing good corporate governance across an organization by ensuring compliance with statutory and regulatory obligations as well as good practice. In particular, it explains the role of the Company Secretary in devising and overseeing appropriate compliance systems and processes so that the company and its directors are compliant with the Luxembourg corporate laws, regulations and the company’s statutes. The module also examines corporate secretaryship practices.

LUXEMBOURG CORPORATE GOVERNANCE IN PRACTICE (Day 1)

• History and sources of Corporate Governance in the European Union and in Luxembourg

• Definitions and key concepts

• The evolving role and responsibilities of the Board

• The role of key stakeholders (esp. Chair)

• The role of non-executive and independent directors

Case study: New director induction

• The role of shareholders and stakeholders

• Comply or explain

• Communicating with investors and stakeholders

• CSIA’s (Company Secretary International Association) Twenty Practical Steps to Better Corporate Governance

• Evolving role of the Company Secretary => emergence of the Governance Officer

• Hot topics (e.g., subsidiary governance and group interest issues)

• Listed Companies:

• • Role of Stock Exchange: Luxembourg listing rules & continuing obligations

  • Takeovers and mergers, Insider dealing, Market abuse

  • Transparency rules; Prospectus rules

  • PIE accounts

  • Audit Committees and auditor rotation

  • 10 Principles of Corporate Governance of the Luxembourg Stock Exchange and other governance codes (e.g., EcoDa (SMEs))

Case study: Management and governance reports for a listed company

COMPANY ADMINISTRATION IN THE FINANCIAL SECTOR (Day 2)

• Definitions and key concepts of financial sector governance (e.g., differences between banking and funds)

• The evolving role and responsibilities of the financial sector Board

• The role of key financial sector stakeholders (and, in particular, the CSSF)

• The role of non-executive and independent directors in board of financial sector entities

• The role of shareholders and stakeholders in the governance of financial sector entities

• Key control mechanisms:

• • 3 lines of defence: internal audit, risk management, compliance

  • Comply or explain

• Communicating with investors and stakeholders

• Regulated Entities:

• • Funds, PSF, Banks, Insurance

  • CSSF Circulars and regulations

  • Suitability of Key function holders; Time commitment and limitation of mandates; Diversity; Independence of Mind, etc, ...

  • ALFI Code of Conduct

  • Impact of a listing on financial sector

  • ABBL statement on ESG & ABBL’s Ethics Charter;

  • Senior management and control functions

  • Governance of delegation and outsourcing

Case study: Drafting and tracking procedures & policies

Case study: Assessing compliance with a code of conduct for a regulated entity

On successful completion of this module, participants will be able to: 

• Understand key concepts and practical approach of corporate governance;

• Identify the role of a Company Secretary in the financial sector, notably through good disclosure and observance of statutory requirements, regulations and best practice;

• Meet governance objectives and optimize management information; and,

• Assess corporate compliance with a code of conduct for a regulated entity. Through case studies, this module will enable participants to get practical knowledge.

Board support personnel, such as current and aspiring Company Secretaries as well as Corporate Officers, including Law Professionals, who support and advise the Board of Directors and Managers, and willing to increase their understanding of corporate governance concepts.