Directors and Officers: Obligations, Duties and Good Governance
Issues covered include: Board, diversity, corporate trustee, insurance, indemnities, anti-bribery, corruption, corporate risk, risk management, safety, safety governance, tax risk, IRD, best practice, corporate governance
Description
The many risks directors and officers need to manage seems to increase with each passing year. Ensure you or your clients remain in the good graces of the Board by being attuned to diversity, duties, and insurance while being alert to misconduct and up to date on the latest obligations in relation to good corporate governance.
Attend the full day and earn 7 CPD hours
This conference was recorded in NZ on 21 March 2019
Session 1
Critique of Legal Essentials for the Boardroom
Chair: Polly Pope, Partner, Russell McVeagh; Fellow of the Arbitrators’ and Mediators’ Institute of New Zealand
9.00am to 10.00am: The Importance of Diversity on Boards
- What does diversity look like? It’s not just about gender
- Why does it matter? Yes, apparently we do still need to talk about it!
- How do we get it? Let’s be practical
- Inclusion: Listening to your diverse voices
Presented by Kathryn Beck, Partner, SBM Legal; President of the New Zealand Law Society
10.00am to 11.00am: Corporate Trustee: Director’s Duties
- Duties as a Trustee
- prescribed by statute
- at common law and in equity
- Duties as a Director
- under the Companies Act 1993
- residual duties derived by common law
- Duties common to a trustee and director
- Additional duties created by the relationship of trustee and beneficiary
- Trustees who are also beneficiaries
- self-benefitting
- effective control
- Solving interpretation problems with trust deeds
Presented by Paul Dalkie, Barrister
11.00am to 11.15am Morning Tea
11.15am to 12.15pm: D&O Insurance and Indemnities: Limits and Lessons
- Ongoing lessons from the finance company and property development company collapses
- Insurance restrictions
- Ongoing concerns since Steigrad
- Limits on indemnities
Presented by Tim Smith, Partner, Bell Gully
12.15pm to 1.15pm: Heart of Darkness: Company Officers, Bribery and Secret Commissions
- Global spotlight on corporate misconduct
- Anti-bribery & corruption offences in New Zealand
- Global capture: How the US and UK regimes may capture your business
- AB&C compliance must-do’s for corporate risk management
Presented by Aaron Lloyd, Partner, MinterEllisonRuddWatts
Learning Objectives
- Analyse the social and economic benefits of ensuring a diverse on board
- Be updated in the duties of a corporate trustee
- Examine and understand the ramifications of company officers, bribery and secret commissions
- Receive and update on director’s insurance and Indemnities
Session 2
Corporate Governance Roundtable
Chair: Darryl King, Partner, Jackson Russell Lawyers
2.00pm to 3.00pm: Safety Governance for Directors and Officers
- Officer’s due diligence duties
- Nature of duties
- Best practice governance guidelines
- Leadership actions for officers
Presented by Tim Clarke, Partner, Bell Gully
3.00pm to 4.00pm: The New World of Tax Risk and Corporate Governance
- Current IRD audit activity and common mistakes
- Managing tax risk in your organisation
- Your role in developing a tax corporate governance framework
- What we’ve learnt from the Australian experience
Presented by Tori Sullivan, Director, Tax Controversy Leader, EY Law Limited
4.00pm to 4.15pm Afternoon Tea
4.15pm to 5.15pm: Development and Administration of Corporate Governance Policies
- Key considerations and best practice
- The legal framework in New Zealand
- Lessons from the case law
Presented by Greg France, Corporate and Commercial Leader, EY Law Limited
Learning Objectives
- Safety Governance for directors and officers
- Examine potential tax risk and corporate governance
- Gain a better understanding of the administration of corporate governance