We are pleased to inform you that our company “British Legal Centre” planning to conduct the seminar to explores how to draft contracts that express deal terms clearly and effectively, saving you time and money, enhancing your competitiveness and mitigating risk.

1. presents
CORPORATE GOVERNANCE AND DIRECTOR’S
DUTIES SEMINAR
24th
of November 2014 - Dubai U.A.E.
This essential governance course provides delegates with an
understanding of key governance debates and principles and
offers practical advice on compliance and best practice. It
explores the key governance frameworks and regulation,
including coverage of the US and UK Anti-corruption legislation,
board structures, roles and committees, reporting and disclosure,
corporate social responsibility and risk.
LEGAL ENGLISH FOR THE 21ST
CENTURY

2. Course highlights
 The UK Corporate Governance Code
 The US Foreign Corrupt Practices Act
 The UK Bribery Act 2010
 The board, its role and its committees
 Director induction, training and effectiveness
 Internal control and risk management
 Stakeholder management
 The company secretary’s role
Rather than simply lecturing, the trainer uses interactive
exercises, encouraging participation and addressing practical
considerations related to the drafting process.

3. WHAT YOU’LL LEARN
 An understanding of the development of corporate
governance in the UK from its origins to the present day
 The tools to examine your own organisation’s governance
arrangements and consider how it might be improved
 An opportunity to explore with your peers definitions of, and
differences between, good governance practice and bad
WHO SHOULD ATTEND
• Lawyers
• In-house counsel
• Paralegals and managers in
law firms and corporations
• Contract managers
• Accountants and banking
professionals
• Anyone who drafts,
negotiates, or reviews contracts

4. Price • USD750 per person (AED2750)
Date
Location
• 24th of November - 9:00 to 18:30
• Park Regis Kris Kin Hotel
Burjuman, Dubai U.A.E.
Payment
Options
• Cash accepted up to 48 hours prior
• PayPal using djvarcoe@aim.com
or visit the website…
• http://british-legal-centre.com/en/payment.html
Contact djvarcoe@aim.com
(971) 0558017766

5. SCHEDULE
MORNING
09:00 – 09:30 Registration and Coffee.
09:30 – 09:50 Introductory remarks and introduction to Schedule.
09:50 – 11: 00 Director’s Duties
Who Owes What Duties to Whom? The Duty of Care—Inaction, Causation, and Oversight -
Misfeasance and the Business Judgment Rule (BJR) - The Duty of Good Faith - The Duty of
Loyalty—Overview and the Problem of Competing Ventures - Self–Dealing (“Interested
Director Transactions”) - Usurpation of Business Opportunities - Managing and Controlling
Shareholder Issues (and Parent–Subsidiary Relations) - Which Fiduciaries Are Liable for
Breach of Duty?
11:00 -11:15 Coffee break
11:15 - 12:00 Managers duties
1. Duty of care
2. Fiduciary duty
3. General provisions of agency law relating to directors and managers actions.
12:00 – 13:00 Shareholder’s powers
What powers do shareholders have
Who can exercise the powers - Record Owner and Record Date -
How shareholders can exercise their powers - Acting as a Group -
Shareholder Action at Meetings: Notice, Quorum and Voting - Cumulative Voting , Voting by
Proxy, Voting Trusts and Voting Agreements - Stock Transfer Restrictions Buy–Sell
Agreements - Inspection of Corporate Records
class actions, derivative actions, class actions.
13:00 – 14:00 Lunch
14:00 – 15:00 US/UK anti-corruption legislation – comparison and contrast of regulations
15:00 – 16:00 Sarbanes-Oxley requirements of US legislation – Essential procedures and
appointments which must be in place – duties of those officers.
16:00 – 16:15 Coffee break
16:15 - 18:00 Corporate governance obligations - requirements for oversight procedures -
establishment of oversight procedures