Board Members and Corporate Directors Training

Good corporate governance helps companies improve performance, increase access to finance, and foster sustained growth. This program will focus on the unique corporate governance challenges that businesses face and present structures and practices that can mitigate these challenges and ensure the viability of the business. It goes beyond basic theories and provides concise and practical tools of essential business governance dimensions that can be implemented.

Participants will go through the principles of corporate governance and the board’s role in information disclosure and transparency, the concept of Enterprise Risk Management (ERM), the role and importance of internal/external audit, and how to establish the proper control procedures.

You will also discuss the principles of corporate governance and train them on the board’s role in protecting the rights of shareholders, how to detect and approve related party transactions to protect shareholder rights and minimize the risk of having such transactions appealed, and to provide directors with practical advice on how to set a model dividend policy, prepare for and conduct the annual shareholders meeting, and resolving corporate conflicts.

CONTENT:

The rationale for good corporate governance & best practices

• Definition, concept, and principles of corporate governance
• The corporate governance framework
• The key dimensions of corporate governance
• Benefits of good governance and investor perspective

The effective board: role and authorities, duties and liabilities

• Realize the segregation of duties between the Board and senior management
• Understand the roles of the executive vs non-executive directors
• Identify the pros and cons of executive vs non-executive chairmen

The board composition, structure, and need for independent directors

• Overall Board structure
• Structuring Board committees
• Structuring the functions of the CEO / Chairman
• Finding the right number of directors
• Determining the right mix-of-skills
• Role of Non-Executive and Independent Directors – Higgs Report
• Recognize the role of directors based on the type of Boards they serve
• Identify the right committees for the Board
• Realize the roles segregation of the Chairman and the CEO
• Determine the right number of directors, mix-of-skills, and mix of executive, non-executive, and independent members

Executive and non-executive evaluation and remuneration

• How to attract, retain and motivate directors and chief officers
• How to assess and evaluate the performance of the Board
• Executive remuneration and linking remuneration to performance
• How to set Board remuneration
• Realize the importance of the Board’s performance evaluation
• Understand the director remuneration models and adequately structure executive remuneration package in your company

Working procedures of the board and its committees, and the role of the corporate secretary

• Preparing for Board meetings
• Quorum requirements
• Working procedures
• Voting
• Role of a corporate secretary
• Qualification requirements
• Realize the benefits when the Board follows a set of working procedures
• Recognize that the Board’s agenda is perhaps the key in controlling the workings of the Board
• Comprehend the decision-making process at the Board level and the link to the quality of information flows

The role of the board in setting the company’s strategy

• Different types of strategy
• The Board’s role in strategic management
• Corporate Strategy: Tasks and Roles
• Board/Management Dynamics
• The strategic decision-making process
• Strategic planning and corporate governance
• Contribute to the development of your company’s strategy
• Evaluate the contribution of your Board to the development of your company’s strategy
• Understand best practices in setting the strategy in emerging markets
• Acknowledge the Board/Management Dynamics: Impediments to Effective Strategy Development

Choosing and evaluating the CEO

• Preparations for CEO Hiring
• Defining Board vs. CEO Roles
• Board’s expectations vs. the CEO
• The CEO’s terms of reference
• CEO Hiring Process
• CEO Performance Evaluation
• Spend time to be specific about mutual expectations increases the chances of selecting the best candidate

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.