Please note the agenda is subject to change

The page will be updated with further details on the agenda once they are confirmed.

08:30

Registration

09:15

Welcome and introduction from Chair and Thomson Reuters

09:30

Embracing Corporate Governance for Unlisted companies

  • How do you set up best practice and guidelines and how do you best manage the board?
    • When is Governance ‘good’?
    • The role of the Company Secretary in establishing corporate culture?
  • How do you persuade the shareholders the benefits of Governance and secure buy in?
  • Managing conflict of interests between shareholders and Directors
    • Can Governance and clarity in management information bridge the gap?
  • Examining different approaches to subsidiary governance
    • How can you audit your governance system for continuous improvement?
  • What process do you have to go through to resolve Corporate Governance issues?
  • Kristina Ingate Former Company Secretary, Highways England
  • Tracey Brady Managing Director, Company Secretarial Services, Capita Asset Services
  • Sharifa Lakhani Group Solicitor & Company Secretary, The Holmes Care Group

10.20

The evolving role of the Company Secretary in helping shape corporate culture

  • Understanding the role of Boards to understand how they can shape, embed and assess culture as well as identifying best practice
  • Considering behaviours and how they can be embedded to limit risk and safeguard reputation
  • Looking at risk appetite and how it links with culture

11:10

Morning Break

11:40

A choice of 3 breakout sessions

1. The role of the Company Secretary in demonstrating value to the board

  • What are the KPIs should you be showing?
  • How people have demonstrated value?
  • The type of KPis they have had in place and how they measure performance

2. Practical preparations for an IPO and post-IPO

  • What are the key steps and timelines required for an IPO? What should the business expect from an IPO and how should this be communicated?
  • Effectively engaging with the Board in the run-up, during and after an IPO
  • What documents need to be prepared?
  • Setting up internal and external teams
  • Post-IPO – what needs to be done?

3. Managing cyber security

  • How to identify and mitigate the risks of cybercrime
  • Potential strategies for reporting on cybercrime
  • How involved should you get?
  • What are the risks of cyber crime that your board should know about?
  • Paul Mudie Partner (Corporate and Commercial), Slaughter and May
  • Mieke Kooij Security Director, trainline

12:30

Practical considerations when managing refinancing, M&As, restructures and post-integration

  • Examining the role of the Company Secretary when looking at alternative structures
  • How do you refinance and lead a project of this nature?
    • What sort of finance is available?
    • Getting up to speed with the accountancy side of financing deals
    • Examining bonds and keeping on track
  • Effectively managing post-integration
  • Sharing experiences of managing a larger acquired team

13:20

Lunch

14:10

A choice of 3 breakout sessions

1. Bribery Act Compliance and the role of the Company Secretary

This session will offer practical ramifications of the UK Bribery Act as well as tips on what to do and not to do.

  • Examining trends  – has there been an increase or decrease in investigations?
  • Strategies deployed to ensure procedures are put into practice
  • Deploying effective compliance and training systems
  • How do you manage a bribery issue with the Board?

2. Top tips for financial reporting for Unlisted companies

  • The new regime for small companies
  • Disclosure requirements under FRS 102 for larger companies
  • Common pitfalls when filing accounts
  • The impact of the new EU Auditing Directive and Regulation on unlisted companies

3. Career Development

This interactive session will give participants the chance to hear from Company Secretaries on how to get ahead of the game.

  • What are the non-legal and leadership skills needed to progress internally in order to become a confidential advisor for senior executives and the Board?
  • What training and support is required to move upwards?
  • Do you need to be a Chartered Secretary in the industry to be effective?

15:00

A choice of 3 breakout sessions

1. Making board meetings work for your business

In an Unlisted environment there is no obligation to have an Advisory Board, so how do you adapt to make board meetings work?

  • How do you get a great executive team and make them effective in meetings?
  • Ensuring people to talk about the right things
  • Are ad hoc committees worthwhile?
  • Exploring the benefits of not having an Advisory Board

2. Practical considerations of Directors Duties in the Companies Act.

  • Examining the approaches Boards use and Directors’ duties
  • How has the law developed? Evolving best practice and interpretations
  • Execution of documentation and responsibilities of Directors
  • Can they delegate their powers? Can a Company Secretary sign on behalf of the Director?
  • How do you take the Director through the process?
  • Transparency: Putting the spotlight on Directors

3. The role of the Company Secretary in preparing for the EU Data Protection Regulation

This session aims to assist the Company Secretary in understanding the implications of the EU data protection reforms for business and the practical steps that will need to be taken before the Regulation comes into effect.

  • Understanding the importance of investing in privacy and making regulation work for you
  • Dealing with the differences in legislation across the organisation by consolidating multiple policies
  • What practical measures do you need to put in place for the EU Data Protection Regulation?

15:50

Afternoon Break

16:20

Practical considerations for the implementation of the Register of People with Significant Control

Find out how companies will be required to keep a PSC register and how easy it will be to identify any PSCs.

  • Are any PSCs likely to want to take advantage of the protection regime so as to limit disclosure requirements?
  • How do you get the message to the beneficial shareholders to disclose the information?

ROUND TABLE SESSIONS:

Discuss in small tables how you went about securing a PSC register. Hear from your peers how they found the process and lessons learnt

17:10

Conclusions from Chairperson followed by drinks