Non Executive Directors

Transcription

1 BVCA Professional Development Programme Non Executive Directors May day course, at: King & Wood Mallesons SJ Berwin 10 Queen Street Place London EC4R 1BE CPD Accredited 29 learning hours

2 Course Details Why you should attend This course is designed for individuals wishing to develop or update their knowledge and skills. It also serves as a useful introduction for those about to take up their first Non-Executive Directors appointment. Target Audience Individuals who wish to update their knowledge and skills. Ideally participants will hold or have held NED appointments. Dress Code Dress is smart/casual for the duration of the course. Equipment Copies of the presentation slides are provided on the day, along with pens and note paper. You will not need a computer for any course sessions.

3 Programme DAY ONE 9.00 Programme and Personal Introductions, Course Director 9.30 Case Study: Identifying the Issues/Problems around being a Venture Capital Non- Executive Director [Falling in the Strid] This case study will put the attendees in a typical VC NED situation. They will be asked to identify and discuss the issues surrounding the VC NED director Break Coffee Group Presentations and Discussion Running Board Meetings This topic will compliment the previous one and describe the principles of effective board meetings. It will also provide insights into boardroom interaction how people behave. Patrick Dunne, formerly 3i Removing Directors The key principles of removing directors who does what?; when?; where?; resolving financial issues; who needs to be told. He will also consider how to respond to reactions of departing directors. Patrick Dunne, formerly 3i Break - Lunch The Legal Requirements of Boards and Directors Simon Witney, King & Wood Mallesons SJ Berwin Health and Safety Kevin Bridges, Pinsent Masons

4 16.00 Break Coffee Corporate Governance Frameworks UK codes of corporate governance Recent government proposals for changes in company law Question and Answer Session This session will involve a brief presentation by an experienced VC NED of a situation they have been in. The presentation will be followed by questions and answers Networking Drinks Reception

5 Programme DAY TWO 8.30 Characteristics of Successful Boards and Effective Non Executive Directors Based on the previous evening s discussions and Cranfield research the characteristics of successful boards and how a non executive director can contribute to success will be presented. A brief case study about contributing to an effective board will be included. [The Case of the Split Board] Break Coffee Personal Style in the Boardroom Participants will have the opportunity through a diagnostic questionnaire to consider their preferred personal style when faced with conflict situations Corporate Governance Case Study: Convo Working in groups, attendees will consider a typical case that they may find themselves in. They will analyse the case and prepare a presentation of their findings Break - Lunch Issues of Remuneration The standards of remuneration best practice will be discussed Group Session: Remuneration Case Study MAVCO This brief case study will allow participants the opportunity to consider some critical issues in the area of remuneration Break Coffee

6 15.00 Presentations and Discussion Experience Sharing Working in groups of 3 or 4, each attendee will outline the most challenging /personally difficult situation they have faced as a VC NED Programme Review and Close

7 The Course Director Murray holds Bachelor and Master s Degrees in mechanical engineering from the University of Glasgow; an MBA from Cranfield School of Management and an accounting qualification from the Institute of Certified Accountants. He currently delivers NED development programmes for the Financial Times, BVCA and EBRD. His practical experience includes being a non-executive director (NED) of the Airline Division of British Aerospace which had revenues in excess of 1 billion and a nominee director of 3i. From 1985 to 2002, he was Chairman of Orchard Hotels, a start-up hotel company which he created with a colleague in 1985 and sold successfully to a listed company. Currently he is an NED of James Walker Group, an international engineering group, with revenues in excess of 190 million and operations in over 30 countries; chairman of Surface Generation, a high tech engineering company; chairman of Octopus Apollo VCT, a FTSE listed company which invests in UK unquoted companies and an NED of an energy company in Lithuania and a food company in Macedonia. In total he has held over 15 directorships and led three successful exits.

8 The Speakers Patrick Dunne, formerly 3i Patrick has over 25 year s Private equity experience with 3i where until 2012 he was Group communications director and a member of its operating committee. He has maintained his interest in the industry through his membership of the advisory board of The Entrepreneurs Fund. Patrick is a regular speaker and commentator on boardroom issues, is an established author on the topic and was also a member of the Higgs Review. Patrick is also a member of the advisory boards of Bridges Social Entrepreneurs fund and the FT NED club. He has a passion for education and is a member of the General Council of Warwick University, a Visiting Professor at Cranfield School of Management and Chairman of the charity LEAP Confronting Conflict, the UK s leading charity in the area of youth and conflict. In 2006 he founded Warwick in Africa, a charity which since start-up has transformed the teaching of Maths and English for over 150,000 young Africans in some of the poorest schools in Ghana, South Africa and Tanzania. Simon Witney, King & Wood Mallesons SJ Berwin Simon studied law at Oxford University and then obtained a masters degree from Leicester University before qualifying as a solicitor in He went on to complete an MBA at INSEAD, graduating with distinction in July 1995 and joined the private equity team at SJ Berwin in August Simon's practice is now focused on private equity fund formation and related advice, acting for the UK government on its Enterprise Capital Fund project as well as many leading European venture capital and buyout houses. Simon became a partner in May He is also the firm's Professional Service Partner, working with all parts of the firm to ensure that service delivery standards are consistently high. Kevin Bridges, Pinsent Masons Kevin is a Partner and Regulatory Lawyer specialising in health and safety and environmental law. He is dual qualified as a solicitor and chartered safety and health practitioner and is Chairman of the Bristol and West Branch of the Institution of Occupational Safety and Health. Kevin has hosted many seminars and lectures on all aspects of health and safety and regulatory law. He writes a regular column in the Safety and Health Practitioner. Kevin acts for clients in the construction, retail, education, healthcare and manufacturing sectors providing up-stream advice as well as responding to incidents. Kevin is currently representing the first company to be charged under the new Corporate Manslaughter legislation and it s Managing Director who has been separately charged with manslaughter by gross negligence.