Diploma in Corporate Governance

• Evolution of corporate governance and thinking on the purpose of companies in the context of global and regulatory initiatives and policy on sustainability and related stakeholder expectations;
• Consideration and practical application of governance theories in context of different types of organizations, ownership structures and related stakeholder base;
• Language of sustainability/ESG;
• Investor stewardship, responsible investing, sustainable finance;
• Entire governance eco-system for organizations and the critical interdependencies within it.

• Regulatory framework relevant to directors and the means by which organisations are compelled to implement corporate governance measures;
• How board members of Irish organisations are regulated;
• Different regulatory frameworks applicable;
• Evolution of corporate governance regulation;
• Progression and future of governance regulation

• Role of the Board in practice: key dimensions;
• Role of Board Committees in practice;
• Role of the Chair of the Board;
• Role of the Board versus the role of Management;
• Creating an effective system of governance;
• Challenges to role execution: impact of organisational context and stakeholder base.

• Role of the Board in practice: key dimensions;
• Role of Board Committees in practice;
• Role of the Chair of the Board;
• Role of the Board versus the role of Management;
• Creating an effective system of governance;
• Challenges to role execution: impact of organisational context and stakeholder base.

Module 5: (i) Business Ethics and Corporate Culture of the Board

• Ethical considerations relevant to directors;
• Antecedents and signs of ethical breakdown in organisations;
• Role of the Board in influencing organizational culture and promoting ethical behaviour in an organisation

Module 5: (ii) Board Composition, Succession & Behavioural Aspects of Boards

• Role of the Nomination Committee;
• Board composition and Board succession planning;
• Potential difficulties inherent in key board relationships and the remedies or approaches for dealing with such difficulties
• Challenges of decision-making given cognitive limitations and biases;
• Criticality of self-awareness in driving individual director (and ultimately collective board) effectiveness;
• Leading from the boardroom.

• Assessing and managing IT-related risk, ensuring compliance with relevant regulations and standards, and establishing appropriate controls and frameworks;
• Understanding the impact of emerging technologies on business operations and the board’s role in guiding digital transformation initiatives, including considerations for innovation, disruption, and agility;
• Assessing cyber resilience, including assessing cyber risks, monitoring security policies and procedures, and responding to security incidents;
• Understanding technical debt and its implications for strategy, operations and risk;
• Discussing ethical and legal issues related to IT governance, including data privacy, 
  intellectual property rights, and ethical use of technology.

•  Accounting and reporting responsibilities of Directors and Boards in context and 
  content of annual reports;
• Role of financial reporting in corporate governance.

• Regulations on audit committees
• Role and functions of audit committees;
• Effectiveness of audit committees in practice.

• Establishing a Risk Committee;
• Role of Risk Committee / Board in overseeing risk;
• Role of risk management in an organisation;
• Risk management concepts and theories;
• Adding value to risk management in an Executive and Non-Executive Director role.

• Role of the Remuneration Committee;
• Theoretical basis for using executive remuneration as a corporate governance 
  mechanism;
• Best practice guidelines and stakeholder expectations on setting executive 
  remuneration;
• Difficulties inherent in determining remuneration packages;
• Concept of “pay for performance” and using executive remuneration as a governance mechanism;
• Formulating remuneration policy;
• Remuneration Disclosures.

• Perspectives on strategy formulation;
• Concepts of business-level and corporate level strategy;
• Analytical techniques and conceptual frameworks to understand different types of business-level strategies;
• Board’s role in evaluating strategies, strategic decisions and business plans

• Analysing the business model and growth strategies of a firm, to assess the likely 
  performance consequences of chosen strategies;
• Appraising the business model of an organisation to establish the boundary conditions under which it is likely to succeed or fail;
• Diversification strategy of a firm, routes to manage growth;
• Role of non-financial measures in assessing the performance of a business and the 
  implementation of performance and evidence based management systems in 
  organisations.

Biography – Dr Margaret Cullen

Dr Margaret Cullen is Programme Director of the UCD Smurfit Diploma in Corporate Governance. She has been lecturing on the Diploma in Corporate Governance (in the subject areas of role and responsibilities of the board, stewardship and ESG, behavioural aspects of boards and executive remuneration and incentives) since 2007.

Margaret holds a PhD in governance from University College Dublin (UCD). She is a specialist in the areas of corporate, bank and investment fund governance. Margaret is Governance Advisor to the Institute of Directors (IoD) Ireland and an experienced Assessor with IoD Ireland’s Board Evaluation Service.

Margaret designed and ran the Institute of Banking’s (IoB’s) Certified Bank Director (CBD) and Certified Investment Fund Director (CIFD) Programmes from 2012. Margaret was the founding CEO and Academic Director of the Certified Investment Fund Director Institute (CIFDI), a specialist institute of the IoB which focused on raising global, professional standards in investment fund governance through its CIFD Programme. She is currently Academic Director of the IoB’s Certified Bank Director Programme on an associate basis and lectures bank governance on the programme. She is a Fellow of the IoB.

Margaret serves as a non-executive director on the boards of several organisations and has extensive board and board committee experience. She is member of the Company Law Review Group.

Biography - Dr Noel McGrath BCL, PhD, BL

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.

Biography - Professor Brian Hutchinson BCL, LLM, DAL, FCIArb, BL

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 4^th edition forthcoming) and is author of the 5^th 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 recently completed 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), Duqune 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.

Biography - Ros O’Shea BComm, MAcc, AITI, FCA, Dip Corp Gov, Certified Bank Director

Ros is an Independent Non-Executive Director with a portfolio of board positions, including BlackRock’s LSE-listed i-shares funds and the Bank of Montreal (Europe) plc, having previously served on the boards of Pieta House, the Food Safety Authority of Ireland and the Royal Victoria Eye & Ear Hospital as well as chairing PwC Ireland’s Alumni Association. Ros is a also a partner with Board Excellence Ltd an international consulting firm that empowers boards to excel in governance effectiveness and performance. and she lectures on related topics with UCD Smurfit Graduate Business School and the Institute of Banking. Previously, Ros enjoyed a highly successful executive career, spanning almost twenty years, and working with two of Ireland’s largest companies: CRH plc, where she was Head of Group Compliance & Ethics, and Smurfit Kappa Group plc.

Ros has first class honours bachelor and master’s degrees in business from UCD, a Professional Diploma in Corporate Governance from UCD Smurfit Graduate Business School and is an associate of the Institute of Tax and a fellow of the Institute of Chartered Accountants, having trained with PwC. She has also completed the Master Trainer Programme at the IMI, holds a Diploma in Aircraft Finance & Leasing, is a graduate of the Value Creation through Effective Boards programme at Harvard Business School and is a Certified Bank Director, as designated by the Institute of Banking. Furthermore, Ros is the author of the book, “Leading with Integrity – a Practical Guide to Business Ethics” and is a regular contributor to news and print media on related topics.

Biography - Professor Joe Peppard

Professor Joe Peppard is Academic Director at UCD Smurfit Executive Development. Previously, he was a faculty member at MIT Sloan School of Management, ESMT Berlin, and at Cranfield School of Management, UK. A leading authority on digital transformation, his research studies contemporary issues and challenges that managers face in an environment of accelerating technological change. While academically rigorous, with his research he seeks to steer a pragmatic path. He recognises that managers want frameworks and models to help them understand their own predicaments, insights to figure out options and consequences, and clear actionable advice and guidance. In his writings and teaching, Professor Peppard seeks to help the busy manager to be successful. Last year, The Wall Street Journal cited his research on digital transformation as one of “10 tech events that will shape the future.”

Professor Peppard’s research has been published in leading academic and practitioner journals, including Harvard Business Review, MIT Sloan Management Review, European Management Journal, and Journal of Information Technology. His most recent books include Taking the Reins as CIO: A Blueprint for Leadership Transitions (Palgrave Macmillan) and The Strategic Management of Information Systems: Building a Digital Strategy (Wiley). In 2009 The Operational Research Society awarded him the prestigious Stafford Beer Medal for his research while he received Best Paper Awards at the 2012 American Marketing Association’s International Service Research Conference and the 2014 International Data and Information Management Conference. He is currently ranked in the top 100 information systems (IS) scholars of all time.

In his advisory work, Professor Peppard works closely with senior executives and Board members of large complex organizations in both public and private sectors. He also advises a number of technology companies, helping them with their strategy, market positioning and growth. A former Irish international athlete, he is a Director of IT Alliance Group, an outsourcing and managed service provider; a Director of Vitro Software, a provider of electronic medical records software; board advisor to Effixis, a Swiss start-up solving computational tasks for financial institutions, regulators and service providers; sits on the Irish Government’s eHealth Committee; and previously served as Chairman of Fineos Corporation (ASX:FCL), a leading provider of core systems for life, accident and health insurers.

Biography - Ken O'Sullivan BComm, MBS, FIB, FCA

Ken is the Deputy Chief Executive of the Institute of Banking (A Recognised College of UCD), a Non -Executive Director of The European Banking & Financial Services Training Association (EBTN), a member of International Advisory Committee of the Chartered Banker Institute (UK) and is the Head Strategic Advisor at the Government’s Credit Review Office.

Ken is a fellow of the Institute of Chartered Accountants in Ireland, fellow of the Institute of Banking and completed his chartered accounting training with PwC. He graduated from University College Cork with a BComm Degree and from University College Dublin with an MBS in Financial Services Degree. Ken lectures in UCD at postgraduate and executive education levels as an associate member of the faculty. Ken has extensive international financial reporting and financial management teaching and examining experience at undergraduate, postgraduate, executive education levels and on various international professional accounting education programmes (CAI, ACCA, CPA, CIMA) for over 30 years. He is an external examiner with the Institute of Chartered Accountants in Ireland and is a former accounting and finance lecturer at the University of Limerick.

Ken was the former General Manager for business banking, corporate banking and institutional banking with Danske Bank for Ireland and was a member of the Bank’s Executive Committee. Ken was the Head of the credit team at the Central Bank of Ireland and led the CBI credit and asset quality interaction with the Troika during 2010 -2012 and was 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 was also a member of the Government working committee established to set up the loan guarantee scheme for the Irish SME sector.

Biography - Professor Niamh Brennan, BSc (Microbiology & Biochemistry), MSc (Coaching), PhD (Warwick), FCA, CDir, MRIA

Michael MacCormac Professor of Management at University College Dublin. Niamh qualified as a chartered accountant with KPMG and 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. Director of a number of private companies and chair of the audit committee of An Garda Síochána, Niamh is a former chair of the National College of Art and Design, the Dublin Docklands Development Authority and a former non-executive director of the Children’s Hospital Group, 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 on the audit committee of the Department of Agriculture and Food and Dún Laoghaire-Rathdown County Council and is former chair and member of the UCD Audit Committee. She was Vice-chair of the Review Group on Auditing and Chair 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. In recognition of her research, she was elected a member of the Royal Irish Academy in 2020, Ireland’s highest academic honour and the first business school academic to be so recognised. She is a British Accounting & Finance Association Distinguished Academic and has been inducted into the Accounting Interdisciplinary Hall of Fame. In recognition of her contribution to the Irish business community, she is an Inaugural Honorary Fellow of the Institute of Directors in Ireland and an Honorary Fellow of the Society of Actuaries in Ireland.

Biography, Richard Pike BSc

Richard has extensive experience of working with financial institutions and technology companies throughout the world, assisting companies in managing enterprise risk more efficiently while addressing local regulatory guidelines and standards.

He is currently Chairman of Citadel Securities (Ireland) Ltd, Chair of the Board Risk Committee at Tuath Housing, Independent Non-Executive Director at FBD Insurance plc, Independent Non-Executive Director at Citadel Securities (Europe) Ltd. He has previously worked in various senior banking, insurance, credit and market risk roles at PermanentTSB Bank plc., JP Morgan Fund Administration Services (Ireland) Limited and JP Morgan Hedge Fund Services (Ireland) Limited, Wolters Kluwer Financial Services, ABN AMRO, Bain, COMIT Gruppe and Quay Financial Software.  He lectures in Risk Management at the Institute of Banking and at the Smurfit Business School. In 2009, Richard was recognised as a “Top 50” Face of Operational Risk by Op Risk & Compliance magazine and was a contributing author to two books on risk management. Richard has also received the designation of ‘Certified Bank Director’ by the Institute of Banking.

Biography, Dr Ciaran Heavey BA, MBS, PhD

Ciaran is an Associate Professor of Strategic Management. His research and teaching interests are in the areas of strategic management, top management teams, and international business. He graduated with a PhD in management from the University of Connecticut, where he was a Fulbright Scholar, and a member of Phi Kappa Phi and Beta Gamma Sigma. He served as Academic Director of the BComm from 2014 to 2017; Deputy Academic Director of Smurfit Executive Development from 2018 to 2022; and currently serves as Academic Director of MBA Programmes. He was elected to Academic Council for the period 2022 to 2025. In executive development, he teaches on the Diploma on Strategy, Development and Innovation, the Diploma in Corporate Governance and a range of customised programmes including Alltech, A&L Goodbody, the Central Bank of Ireland, the IDA, and the SEAI, among others. He currently serves on the editorial board of the Journal of Management Studies.

Biography, Gearóid Hardy BSc, MBA, DProf

Gearóid is a highly regarded expert in organisational and leadership development. Recognized both nationally and internationally as an experienced facilitator, leadership and organisational development consultant, researcher, executive coach, and adjunct lecturer. Drawing from extensive cross-industry, market and cultural expertise, his highly regarded interventions put a sharp focus on strategy, people, process, and organisational agility.

With over 40 years industry experience, his career began as a computer scientist where he experienced first-hand the complexities of working in a multi-disciplinary environment. It was here, in the world of software development, that his curiosity was peaked, and his passion for creating high-performing, cohesive, and agile teams was born. This passion has carried over to the variety of public and private sector organisations that he works with. They include Healthcare, Manufacturing, Financial Services, Law Enforcement, Professional Services, Higher Education, Military and Technology organisations.

Gearóid brings a pragmatic approach delivered with credibility, passion, and insight to all his engagements. He has led executive education and MBA programmes on leadership, leading change, management practice and strategy with senior leaders for more than 30 years in many Irish and international universities. They include the Institute of Leadership at the RCSI, Dublin & Bahrain, the UCD Michael Smurfit Graduate Business School, Dublin, Hong Kong & Sri Lanka, Yarmouk University Jordan, Rollins College in the US and at the Garda College.

An accredited executive coach from the Henley School of Business in London, Gearóid obtained a Computer Science degree from Trinity College Dublin and went on to study Leadership at the Kennedy School of Government in Harvard. He completed his MBA at the UCD Michael Smurfit Graduate Business School and completed his professional doctorate in the UK.