Good Governance

Governance is not management wearing a suit, and this module sets out why governance is a discipline in its own right. It covers the board's eight core duties, Garratt's strategic board and the tension between conformance and performance, agency, stewardship and stakeholder theory, Galbraith's star model, committees and delegation, the Cadbury Report, the Nolan Principles and assurance as trust built on evidence, with the John Lewis Partnership as a case.

The relationship between chair and chief executive is the most important in the organisation, and it should be friendly, but not friends. This module covers the chair's four part role, what chair and chief executive owe each other, Sir John Harvey-Jones at ICI, the craft and pitfalls of chairing, six questions to ask before a vote, Kodak's board and the digital camera, collective responsibility, and Berne's transactional analysis in the boardroom.

Administrator is the job title, strategic partner is the job. This module explores how the governance professional, whether company secretary, clerk or head of governance, has moved from minute taker to trusted adviser and a vital bridge between board and executive. Drawing on Kakabadse's Henley study, it covers four capabilities, the roles of alignment, influence, diplomacy and trust, the working triumvirate, why independence matters, and how Enron and Sarbanes-Oxley professionalised the role.

The board does not write the strategy; it decides whether to believe it. This module sets out the board's four strategic roles, McNulty and Pettigrew's spectrum from ratify to co-create, practical tools for testing strategy, and the warning signs of strategic drift, with Nokia and Netflix as contrasting cases. It treats strategy as a continuous cycle, the board as a critical friend, and adapts it to public and voluntary sector constraints.

Risk is not a register; it is a conversation the board never stops having. This module sets out the board's two part job of setting the risk tone and testing that it holds, what every board should satisfy itself of, the five COSO enterprise risk management components, the difference between appetite, tolerance and capacity, and what a risk aware culture requires. The Carillion collapse shows the gap between rigorous language and rigorous practice.

A board can only see what it is shown, and more information rarely means more insight. This module covers KPIs, lag and lead indicators, integrated reporting and materiality, the standard every board report should meet, the four reporting areas every board needs, and the right reporting cadence. Tesco's 2014 accounting scandal shows that a metric is only as honest as the system behind it, with a four step process for building a dashboard your board will use.

This capstone module turns the board's scrutiny back on itself. It traces board evaluation to its code origins, sets out a cycle of annual internal review, periodic external review, chair appraisal and individual director appraisal, and shows what good evaluation tests and how to act on it. Three applied cases, Boeing and the 737 MAX, Patagonia's ownership restructure and a composite housing association turnaround, show existing frameworks explaining very different outcomes.