The Essentials-Luxembourg

1. Introduction
2. Agenda
3. Speakers

The purpose of this two and a half-day program is to provide experienced executives and directors with the essential knowledge required to perform their function of director in Luxembourg in the most effective manner.

The program covers the role and responsibilities of directors and the key duties in the major legal and regulatory features specific to the Luxembourg business environment.

The program also offers the opportunity to explore the role and added value of a director with both peers and experts.

Attendance to this program is mandatory for the candidates wishing to obtain the Certificate for Directors delivered by ILA. Regardless of the ILA certification, this program is also open to experienced executives and directors who want to strengthen their understanding of the different aspects of director duties in the specific context of Luxembourg.

The program is delivered over eight interactive modules which are run by local practitioners and experts. The content involves not only formal presentations, but also case studies based on real-life experience. Each module offers discussion opportunities and sharing of experience with both presenters and other course participants.

1. Introduction to Luxembourgish company law:

• The primary forms of incorporation in Luxembourg

• Director’s responsibilities in the incorporation process

• Shareholders

• Board composition

• Board powers & meetings

2. Director’s duties and liabilities in “Sociétés Anonymes”:

• Responsibility of individual directors

• Collective responsibility of the Board

• Case studies

3. Director’s role and responsibilities in financial sector institutions:

• The Luxembourg and EU regulatory framework

• CSSF views on good governance

• Director Suitability Assessments – «Fit & Proper »

• Hot topics

4. New governance challenges in Europe

• Overview of the global corporate governance initiatives from EU

• The effects on Independent Directors and Boards in Luxembourg

5. Elements of accounting for directors: Explanation of the differing international accounting standards and Luxembourg’s own standards

6. Elements of tax law for directors: Understanding the Luxembourg tax environment and tax system, the responsibilities of directors in tax matters and the current hot topics related to tax.

7. Code of corporate governance: importance and implementation:

• Explanation of the Luxembourg governance principles and issues related to their implementation

• Exploration of the relationship between good governance discipline, and good decision-taking

8. The challenge of being an independent director: Open Q&A session/panel discussion on the role of a non-executive directors with representatives of the faculty experts

Presentation of a Board Room case study: The case study will analyse events surrounding the highly mediatised departure of the former Chief Executive from Vivendi Universal group (now Vivendi) in 2002. The presentation will look at these events from a corporate governance perspective and the lessons we can learn as directors. The case study will be based on publicly available information, since legal class actions by US shareholders against Vivendi and its former executive directors are still on-going at this time. The presentation will be followed by a simulation played by volunteers from amongst the participants. The exercise will highlight the practical difficulties that board members face in exercising their duties. Following the simulation, all participants will be invited to identify the governance issues encountered and discuss how these issues can be addressed with respect to best practice. 

• An understanding of the statutory framework for the role and responsibilities of directors in the Luxembourg business environment

• An intense and in-depth view of the key duties of directors and their legal responsibilities

• An opportunity to discuss case studies with local experts and peers and a useful networking opportunity

• A qualifying path for future ILA Certified Directors

This program is dedicated to experienced executives and directors who fulfill at least one of the following conditions. You have:

• Successfully completed the 1st module of the ILA certification program for directors;

• Acted as an executive, or a non-executive board member of companies having effective economic activities for at least five years; or

• A relevant executive management or board exposure experience within board of directors or committees of the board for at least five years

If you are unsure whether you meet the pre-requisites for this course, please contact the ILA Education Team to discuss (v.vansaen@ila.lu) other training option may be offered to you.