Corporate governance course expanded to keep up with regulations

Now in its 21st year, the UCD Smurfit Executive Development Diploma in Corporate Governance has evolved over time to reflect changes in the corporate landscape as well in society. “We have expanded the ESG [environmental, social, and governance] elements of the programme over the past four years,” explains programme director Dr Margaret Cullen. “This was in response to the increasing level of regulation in that area as well as heightened public focus on it. We have also integrated the social aspects of ESG into the programme. These things should inform directors’ risk thinking.”

The latest module to be added to the programme is on technology governance. “What we want to do is support and encourage directors to understand the language of technology and make it digestible for them,” Cullen points out. “Not every director needs an in-depth knowledge of technology. But with technology advancing so rapidly, they do need to be equipped with the knowledge to be able to understand how it creates value. They need to understand the risks and the value case as well as the regulatory environment including data security requirements, the EU AI [artificial intelligence] Act and so on. Whatever the rationale behind a technology implementation, companies have to be able to manage the risks involved.”

Alongside these new elements, the programme continues to offer in-depth exposure to all aspects of corporate governance, including the legal and regulatory framework relevant to company directors and board members and the behavioural and psychological issues relevant to boards.

“The core tenets of corporate governance never really go out of style,” says Cullen. “What changes is the external environment. The onus is on us to evolve the programme in response to those changes. In some cases, that means making changes to a particular module and in other it might mean adding a new one. We train our eyes on what’s happening in the world and have the agility to tweak our modules as and when necessary.”

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ESG is now a core part of the programme, she continues. “We make sure all our modules are in line with the external environment. For example, the Corporate Sustainability Reporting Directive (CSRD) is now a big issue for organisations now and the Corporate Sustainability Due Diligence Directive (CSDDD) is coming up. The CSDDD is slightly less onerous now than originally envisaged but the policy landscape of Europe is joining up and there is nowhere for companies to hide. Even small suppliers will have to provide data to their customers that is CSRD compliant.”

The programme also looks at other aspects of the ESG agenda. “Stakeholder expectations are very important. We look at how they can be very different on the two sides of the Atlantic. Directors need to understand the whole ecosystem and the challenges they face in that context.”

She is quick to point out that the course doesn’t offer prescriptive solutions to corporate governance challenges. “We don’t give participants a universal truth or a precise blueprint to follow for corporate governance. It’s an art, not a science. The role of the academic is not to dictate what people’s views should be. We put ideas, thoughts, current thinking, reflections on current best practice out there for discussion. We encourage critical thinking to look at the world in a different way.”

The nature and importance of corporate governance remains a core element of the programme. “Corporate governance can often be misunderstood,” Cullen notes. “People can sometimes view it through a lens that makes it appear boring, but it’s all about strategic execution. The Cadbury report defined corporate governance as a system by which companies are directed and controlled. It’s about supporting companies to become the best they can be. It’s all about strategic execution within the licence to serve with an appropriate risk appetite and controls in place. The are two dimensions to it – performance and conformance. Companies need to have viable and sustainable business models and operate in compliance with regulatory requirements with a strong internal control framework in place.”

Participants make a key contribution to the programme, she adds. “There is a great variety of participants on the programme. They come from large listed companies, family businesses, the public sector, the full gamut. And they all bring their own unique perspectives. There is great experience in the room and not just from the faculty. There are people who are involved in the implementation of CSRD in their organisations, for example, and that offers wonderful peer to peer learning. We want to encourage diversity of thought and critical thinking in the boardroom and sharing different experiences and perspectives supports that.”

Applications are open for the next programme which commences on September 9th. “I would be very interested in speaking to anyone who might be considering doing the programme,” Cullen concludes.

For more information visit smurfit.ie