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Content

  • Provide insights into the theory and practice of governance in modern real world situations and different types of organisations;
  • Understand statutory and other regulations affecting companies, directors and their board in different international jurisdictions.
  • Understand the regulatory framework relevant to directors and how organisations are compelled to implement corporate governance measures;
  • Understand how board members of Irish organisations are regulated;
  • Examine the different regulatory frameworks applicable;
  • Understand the evolution of corporate governance regulation
  • Explore the progression and future of governance regulation.
  • Provide a detailed understanding of the legal framework relevant to directors;
  • Gain an appreciation of directors’ legal responsibilities, including the powers, duties and accounting responsibilities of directors under the relevant company legislation;
  • Understand the fiduciary duties of directors, particularly in relation to duties of care, skill and diligence;
  • Understand the regulatory framework associated with the appointment and removal of directors.
  • Provide an ability to apply basic business principles to situations frequently encountered by directors including fraud, irregularities and illegal acts;
  • Provide guidance for the assessment of going concern and liquidity risk;
  • Develop an ethical perspective relevant to directors, in particular conflict of interest and confidentiality;
  • Provide a detailed understanding of the ethical considerations relevant to directors and good faith reporting in an Irish context.
  • Understand how organisational culture influences how individuals act and make decisions;
  • Understand the antecedents and signs of ethical breakdown in organisations;
  • Explore the role of the board in promoting ethical behaviour in an organisation.
  • Gain an understanding of the pivotal role played by the Chairman of the Board and the relationship between the Board and Management;
  • Understand the importance of strong leadership and team-building in driving an organisation;
  • Understand the process of recruiting and selecting non-executive directors;
  • Examine the selection criteria for the Chairman and other Non-Executive Directors;
  • Understand the role and composition of the nomination committee and its role in succession planning;
  • Explore regulation and employment law as it relates to director recruitment and selection;
  • Be aware of the criticality of self-awareness in driving director effectiveness.
  • Provide an appreciation of the theoretical basis for using executive remuneration as a corporate governance mechanism;
  • Understand best practice guidelines on setting executive remuneration;
  • Appreciate the difficulties inherent in determining remuneration packages;
  • Understand the concept of “pay for performance” and with using executive remuneration as a governance mechanism;
  • Understand how a remuneration policy might be formulated and a remuneration package devised.
  • Gain an understanding of the accounting and reporting responsibilities of directors and boards in context and content of annual reports;
  • Develop financial literacy through a knowledge of the role of financial reporting in corporate governance.
  • Examine regulations on audit committees;
  • Gain an understanding of the role and functions of audit committees;
  • Appraise the work of audit committees focusing on the practical effectiveness of audit committees.
  • Appreciate the role of risk management in an organisation;
  • Understand risk management concepts and theories;
  • Contribute to the debate on how risks should be identified and managed in an organisation;
  • Understand how to add value to risk management in an Executive and Non-Executive Director role.
  • Understand the differing views of strategy and how it is formed;
  • Gain awareness of the concepts of business-level and corporate-level strategy;
  • Develop and apply analytical techniques and conceptual frameworks to understand different types of business-level strategies;
  • Develop the requisite analytical skills in evaluating strategies, strategic decisions and business plans;
  • Develop enhanced self-awareness among participants regarding the importance of group dynamics;
  • Identify and clarify the board’s role in the development and evaluation of strategy and strategic decisions.
  • Analyse the business model and growth strategies of a firm to assess the likely performance consequences of chosen strategies;
  • Appraise the business model of an organisation to establish the boundary conditions under which it is likely to succeed or fail;
  • Evaluate the diversification strategy of a firm, recommend appropriate routes to manage growth;
  • Gain an understanding of the role of non-financial measures in assessing the performance of a business and the implementation of performance and evidence based management systems in organisations.

Meet the Faculty

Our dedicated team of faculty are widely recognised as skilled educators, ground-breaking researchers and accomplished authors. Through publishing, consulting and teaching they leverage their business expertise and field-based research to deliver programmes, encourage participants to develop new ways of thinking, widen their perspectives and to understand their own challenges and capabilities.

The faculty present topics in a range of engaging methods such as ‘action learning’ projects, case studies, role plays, individual assessment and one-on- one coaching, to deliver a unique and lasting learning experience.

 

A first class honours, first place in class, Science (Microbiology & Biochemistry) graduate of University College Dublin, Prof. Niamh Brennan qualified as a chartered accountant with KPMG, holds a PhD from the University of Warwick and more recently qualified as a Chartered Director with the Institute of Directors (London). 

She is Academic Director of the UCD Centre for Corporate Governance which she established in 2002.  Chairman of the board of the National College of Art and Design, director of a number of private companies and member of the audit committee of Dún Laoghaire-Rathdown County Council and An Garda Síochána, Niamh is a former chairman of the Dublin Docklands Development Authority and a former non-executive director of the Health Services Executive, of Ulster Bank, of Lifetime, the Bank of Ireland’s life assurance subsidiary, of Coillte, the State forestry company and of Co-Operation Ireland.  She served for seven years on the audit committee of the Department of Agriculture and Food and is former chairman and member of the Audit Committee of UCD. She was Vice-chairman of the Review Group on Auditing and Chairman of the Commission on Financial Management and Control Systems in the Health Services. She has published widely in the areas of Financial Reporting, Corporate Governance, Forensic Accounting and Clinical Governance.

She is a regular TV, radio and newspaper contributor.

Dr Margaret Cullen is a specialist in the areas of corporate and investment fund governance. Margaret holds a BA in Economics from University College Dublin, an MSc in Investment and Treasury from Dublin City University and a PhD in corporate governance from University College Dublin. Her doctoral research explored the role and effectiveness of boards of directors in investment fund governance.

Prior to completing her doctoral research, Margaret worked for twelve years in the financial services industry. She has held senior positions at ABN AMRO International Financial Services Company, the Central Bank, JP Morgan Bank Ireland plc and RBC Dexia Investor Services Ireland Limited where she gained significant experience in the areas of treasury management, investment management, investment fund regulation, compliance and risk management. She lectures on the Professional Diploma in Corporate Governance for the UCD Centre for Corporate Governance in the areas of executive remuneration and behavioural aspects of boards.

Margaret is Director of Executive Education at the Institute of Banking (IoB), a recognised college of University College Dublin and is CEO of the Certified Investment Fund Director Institute (CIFDI), a specialist institute within the IoB.  She developed and lectures in corporate governance on the IoB’s Certified Bank Director Programme and the CIFDI’s Certified Investment Fund Director programmes. In 2009 she carried out independent research on behalf of the Irish Stock Exchange and the Irish Association of Investment Managers on compliance by Irish listed companies with the Combined Code (now the UK Corporate Governance Code). The recommendations contained in the final report led to the publication by the Irish Stock Exchange of the Irish Corporate Governance Annex, an accompaniment to their Listing Rules.

Margaret is a former director of Quality and Qualifications Ireland where she chaired the audit committee. She is a non-executive director of the Progressive Building Society in the UK and chairs its personnel and remuneration committee.

 

Emer has experience in the area of risk management as both a company executive, a consultant and a non-executive director. She has been a Non-Executive Director and Chaired the Audit and Risk Sub-Committees of a number of Boards in the public and private sector and currently serves on the Boards of Permanent tsb plc, Friends Provident International and is a member of the Audit Committee of the Department of Foreign Affairs and Trade.

Emer is chairman of RSA Insurance Ireland DAC and is also a partner in BetterBoards, a practice offering a range of services to underpin Board effectiveness. From 1999 to 2006 she worked as a Director with AXA Insurance where her areas of responsibility included Finance, Strategy and Risk Management. Prior to that she worked with PricewaterhouseCoopers, providing transaction support, audit and business advisory services to clients in the private and public sector.

A Chartered Accountant by training, Emer completed the Diploma in Corporate Governance at UCD in 2005 and is also a Certified Bank Director.

 

Patrick is the Jefferson Smurfit Professor of Strategic Management and is currently Academic Director of Executive at the UCD College of Business. His research, teaching and consulting interests are in the areas of Strategic Management, Organisational Change, Leadership Development and International Business. He graduated with a Ph.D. in Strategic Planning and Policy from the University of Pittsburgh. Prior educational qualifications at bachelor’s and master’s levels were gained at UCD. In the period 2004-2006 he was University Vice-President of Staff and Administrative Systems at UCD. His previous academic and visiting appointments have included the European School of Management and Technology (ESMT), Peking University, the Hong Kong University of Science and Technology; Pennsylvania State University, University of Pittsburgh, and Nanyang Business School in Singapore. Before entering academia, Patrick worked in a number of financial and corporate strategy roles with KPMG; Jefferson Smurfit Group; The Investment Bank of Ireland and An Post.

 

Gearóid is a management and leadership development Consultant with over 35 years’ experience of implementing real change. He has gained extensive experience and knowledge working in healthcare, financial services, technology, manufacturing, policing and higher education. His career has both an Irish and an international context, having worked across Europe, Middle East, Asia and the US. Gearóid is a highly sought after management consultant and executive coach who has more than 25 years lecturing experience in leadership and enterprise management on MBA and Masters programmes in a number of Universities.

In his consulting business Gearóid works with both public and private sector organisations to help them to realign their processes and ways of working to maximise the return on their efforts.  He achieves this through a number of different interventions including the implementation of Lean and Scrum. After obtaining his Computer Science degree from Trinity College Dublin, he went on to study Leadership at the Kennedy School of Government in Harvard, received his MBA from UCD.

 

Professor Brian Hutchinson is Associate Professor in the School of Law at UCD where he has been a member of staff since 1991. A specialist in the fields of Company and Commercial Law and Alternative Dispute Resolution, he has researched and written extensively on Company Law, Arbitration and ADR, Commercial and Consumer Law, Contract Law and Agency, and Information Technology. He is a co-author with Dr Thomas B. Courtney of “The Law of Companies” (3ed, Bloomsbury 2012 and 4th edition forthcoming) and is author of the 5th edition of former Chief Justice Ronan Keane’s book “Keane on Company Law” (5ed. Bloomsbury 2016), and editor of the Consolidated Companies Legislation series as well as Editor of the Commercial Law Practitioner Law Journal, former Editor of Irish Business Law Journal, and a member of the Editorial Board of the Irish Jurist. 

He is serving his second term as a member of the statutory Company Law Review Group and is chair of the sub-committee on the representation of companies in court and the sub-committee on Part II of the Companies Act 2014. Brian has been visiting lecturer variously at the University of Hannover, Germany (1993-1998), Duquesne University, Pittsburgh, USA (1998), De Paul University, Chicago, USA (1999 & 2006), and Stetson University, Florida, USA (2000), and he has also lectured at Boston University, Boston, USA (1995 & 1996), and Modul University Vienna, Austria (2012). He also teaches annually on the Duquesne University Summer Programme Ireland, and the Fordham University School of Law Summer Programme. In addition, as a qualified arbitrator and mediator, he has served as Arbitrator, as arbitrator's Legal Advisor, as party Legal Consultant in a number of domestic and international arbitrations and conciliations; and he has served as expert witness in multi-million pound UK litigation.

 

Matt is Managing Director of Advanced People Solutions Ltd. Matt has operated as a Business and Human Resources Consultant and an Executive Coach since 1998. He has worked with clients in many industries including Financial Services, Telecommunications, Technology, Education and the Semi-State Sector. He has extensive experience in developing selection and assessment processes used to help organisations make rigorous and robust selection decisions. Prior to this he worked in Financial Services for 11 years, in a variety of marketing positions.

In 2008, Matt completed a Master of Commerce research degree at UCD Michael Smurfit Graduate Business School. The topic of his dissertation was; the recruitment and selection of non-executive directors in Irish plcs; the views of senior directors; assessing the impact of regulation on embedded board selection practices.

Matt completed an MBA, at UCD Smurfit School, in 1996. Matt also previously lectured (part-time) in Business Ethics at UCD Quinn School. He recently completed the Diploma in Legal Studies and the Barrister at Law Degree with the Kings Inns.

 

Pierce is Senior Fellow with the Master of Accounting Programme at UCD Michael Smurfit Graduate Business School, where his specialist subjects are Corporate Governance, Ethics and Auditing and Assurance Services. He acts a Corporate Governance Specialist on the Smurfit Executive Development programme and sits on the Governance Panel of Navigo Consulting Ltd. Pierce is chairman of the Internal Audit Unit of the Education and Training Boards Steering Committee set up by the Department of Education and Skills. He is also chairman of a number of Irish Collective Asset-management Vehicles (ICAVs).

Pierce is a former President of Chartered Accountants Ireland and a founder member of the Chartered Accountants Joint Ethics Committee. He chaired the CAI Ethics Committee, is a former member of their Disciplinary Tribunal, represented Ireland on the International Federation of Accountants (IFAC) Ethics Committee, chaired the IFAC “Ethical Standards for Employed Professional Accountants” Committee, was Chairman of the Consultative Committee of Accountancy Bodies in Ireland, member of the Government Commission on the Private Rented Sector and a member of numerous professional committees dealing with Governance, Accountancy and Auditing Standard Setting. Previous positions held by Pierce include Chairman for the Arts Council’s Appeals Committee, Chairman of The Institute of Certified Public Accountants Academic Advisory Board, and member of The Society of Actuaries Disciplinary Appeal Board.

Pierce qualified with a Bachelor in Business Studies and Master of Arts from Trinity College Dublin and as a Chartered Accountant with Coopers & Lybrand, now PricewaterhouseCoopers.

 

Noel is a lecturer in law at the Sutherland School of Law UCD. His teaching and research interests embrace a broad portfolio of business and financial law with foci in company law and the law of secured credit. He holds a degree in law and a PhD from UCD and was called to the Bar of Ireland in 2010.He has previously held academic positions at the University of Ulster at Jordanstown and Dublin City University and has spent periods as visiting researcher at Osgoode Hall Law School, Ontario and at the International Institute for the Unification of Private Law (UNIDROIT), Rome.

He is the Company Law Correspondent for the Commercial Law Practitioner and the editor of the Irish Business Law Review, as well as the Programme Leader for the UCD/Law Society of Ireland Finuas Network Diploma in International Financial Services Law.

 

Ros is a highly experienced executive with a career spanning almost 20 years working with the Board and Executive of two of Ireland’s largest and most-respected companies: CRH plc, where she was Head of Group Compliance & Ethics, and Smurfit Kappa Group plc. She is a partner in Acorn Governance Solutions, a consulting firm providing advice and leadership training in governance, culture, risk, compliance and business integrity and she lectures on these topics with UCD Smurfit Graduate Business School, the Institute of Directors, the Institute of Banking and Chartered Accountants Ireland. Ros is also a member of the board and audit and risk committees of Bank of Montreal (Ireland) plc, and sits on the board of the Food Safety Authority of Ireland and the Royal Victoria Eye & Ear Hospital.

She has first class honours business and masters degrees from UCD, a professional diploma in Corporate Governance from UCD Smurfit Graduate Business School, is an associate of the Institute of Tax and a fellow of the Institute of Chartered Accountants, having trained with PwC. She also recently completed the Master Trainer programme at the Irish Management Institute and graduated from the “Value Creation through Effective Boards” programme at Harvard Business School. Furthermore, Ros is author of the book “Leading with Integrity – a Practical Guide to Business Ethics”, published in May 2016 and is a regular contributor to news and print media on related topics.

Ken is a fellow of Chartered Accountants Ireland, fellow of the Institute of Banking and completed his accounting training with PwC. He graduated from University College Cork with a BComm, from University College Dublin with an MBS and is a former accounting and finance lecturer at the University of Limerick. 

Ken lectures in UCD at postgraduate and executive education levels as an associate member of the faculty. Ken has extensive teaching experience at undergraduate, postgraduate and executive education levels and on various international professional accounting education programmes being the senior financial reporting lecturer with BPP for over 25 years.

Ken is the director of risk management education at the Institute of Banking and the head strategic advisor at the Governments Credit Review Office.

Ken was head of the credit team at the Central Bank of Ireland and led the CBI credit and asset quality interaction with the Troika and responsible for the delivery of all credit related projects. During 2012, 2011, 2010, he led the CBI’s asset quality reviews, data validation and integrity reviews of the Irish covered financial institutions (AIB, BOI, PTSB, EBS, Anglo) mandated by the Troika under the Financial Measures Programme for Ireland (PCAR and PLAR).

Ken is a former general manager for business banking, corporate banking and institutional banking with Danske Bank Ireland and was a member of the banks executive committee.

He was a member of the Government working committee established to set up the loan guarantee scheme for the Irish SME sector.

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