Board of Directors Versatility Training

The role of the Board in the strategic management of the company, the CEO hiring process and evaluation of his/her performance, succession planning process and procedures for key positions, and equip directors with tools to help them exercise reasonable and informed oversight over the financial performance of the company.

This programme is about the principles of and best practices in corporate governance along with the applicable tools on how to instill good governance. The foundation of the whole program and it presents an overview to the role of the board of directors and the importance of good corporate governance.

CONTENT:

A guide to succession planning

• Concept and need for succession planning
• How is key positions’ succession planning organized
• Role of the Board in succession planning
• A framework for succession planning
• Defining parties that should have access in the succession planning
• Succession planning pitfalls
• Make use of best practices as they can be found at other companies

What every director needs to know about accounting and finance

• Accounting concepts and how they affect the understanding of accounting information
• Summarizing the financial position and performance of the company
• Disclosures under IFRS
• Understand the types of financial statements
• Grasp insights about key financial areas that need attention
• Be able to ask the right financial questions
• Exercise reasonable and informed oversight over financial performance

The board’s role in information disclosure and transparency

• Introduction to disclosure and transparency
• Why, what, and how to disclose information?
• What is the role of the board versus the role of management in disclosure?
• Means of disclosure
• Best practices in disclosure
• Understand what information, where, when, and in which form shall be disclosed
• Define the information that your company is willing to disclose in addition to the one legally required in accordance with best practices

The board and risk management

• Introduction to the risk management framework
• Role of the board in risk management
• Risk governance and the 3 lines of defense framework
• Embedding risk management in the organization
• Role of the chief risk officer
• Risk and control self-assessment
• Understand the benefits of a good ERM system
• Be able to build the ERM system in your company

Establishing internal audit and control procedures

• Introduction to the internal audit function
• The internal audit cycle
• Responsibilities of the compliance function
• Understand how internal audit and control procedures contribute to corporate governance
• Recognize the importance of robust internal audit
• Identify its focus and approach
• Appreciate the importance of resolving audit issues

The board’s audit committee

• Introduction to the audit committee & its composition
• Roles and responsibilities of the audit committee
• Implementation: building an effective audit committee
• Establishing audit committee interactions
• Introduce and properly staff the audit committee of your company
• Assign to the audit committee relevant functions to avoid duplication with other control bodies

How to interact with the external auditor

• Why conduct an external audit
• External auditor’s independence
• Non-audit services
• Interaction between the AC and the external auditor
• Questions the AC can ask the external auditor
• Understand the role of the external audit for the company
• Interact with the external auditor in such a way as to ensure the effectiveness of the external audit

Preparing for and conducting the annual general meetings

• General provisions on the AGM
• Preparation for the AGM
• Conducting the AGM
• Cumulative voting
• Ensure that the AGM is prepared in accordance with the requirements of best practices and local laws to enable all shareholders to participate in the meeting
• Minimize that the AGM approved decisions are appealed

The board’s role in protecting shareholder rights

• Types of shareholder rights
• Shareholder rights under the OECD Principles of Corporate Governance
• Specific shareholder rights
• Pre-emptive rights
• Tag-along rights
• Understand why protection of shareholder rights is important
• Ensure that your company practices do not violate shareholder rights

Related party transactions and insider trading

• What are related party transactions?
• What are the concerns to corporate governance?
• What should be disclosed about RPTs in the financial statements?
• Understand the implications that related party transactions may have on the company and shareholder rights
• Detect and properly approve such transactions in your company
• Recognize what is insider trading and putting the necessary policy in place

Managing corporate conflicts

• Corporate conflicts: concepts and key procedures
• Arbitration & Mediation
• Understand the advantages and disadvantages of possible internal and external mechanisms of corporate conflict resolution
• Ensure that the internal mechanism of conflict resolution in your company function properly to minimize the risk of external intervention

The board’s role in setting the company’s dividend policy

• Defining the dividend policy
• Dividend formation and types
• Pros and cons of dividends policy
• Provisions on dividends and dividend policy
• Understand the main principles and components of the company’s dividend policy according to best practices
• Ensure that the dividend policy of your company is in the best interest of the company and its shareholders

TRAINING METHODOLOGY

The training methodology combines lectures, discussions, group exercises and illustrations. Participants will gain both theoretical and practical knowledge of the topics. The emphasis is on the practical application of the topics and as a result participant will go back to the workplace with both the ability and the confidence to apply the techniques learned to their duties.