Available dates

Mar 23—26, 2020
4 days
London, United Kingdom
GBP 4470 ≈USD 6057
GBP 1117 per day

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About the course

Improve your board's effectiveness & performance with this course

This course will broaden the awareness of members of and advisors to Boards of Directors in both developing and emerging markets of methods for improving the effectiveness of their board. This course will provide an opportunity for participants to up to date their knowledge needed in successfully fulfilling their roles. Taught by an internationally renowned board development expert, the course will equip participants with a framework to develop an action plan for introducing changes into their own board practices to raise its effectiveness and performance.

An advanced 4-day course that provides a vital overview to the role of the board in listed companies, banks and other financial institutions. Practical guidance will be provided on such issues as:

  • Best practice policies
  • Corporate responsibilities
  • Board behaviour
  • Board evaluation
  • Risk management
  • Remuneration oversight
  • Financial stewardship

Plus: The course will contain a variety of training activities that include:

  • Practical presentations and lectures
  • Classroom Group Discussions
  • Multiple case studies and examples taken from real life financial service sector situations
  • Board simulations, role plays, force field analysis and priority rankings exercises

Agenda

Day 1: The Role of the Board and Directors’ Rights, Duties and Liabilities

What does an Effective Board do?

  • The identification of the board’s governance role and responsibilities (to include strategic leadership, oversight of executive management and accountability activities)

Case Study: Defining the board’s governance role and responsibilities based on real data from recent board research

  • Classification of boards (to include unitary boards, two tier boards and Shari’a Supervisory Boards)
  • Differentiating managing from directing activities
  • Roles within the board to include: the chairman, the CEO, the non executive director, the senior independent director, the company secretary and board advisors

Role Play: Exploring the roles within the board before, during and after board meetings

  • Recent trends concerning the evolving role of the board

Case Study: The boards of banks in Europe Delegates will evaluate recent research into board practices in the 27 Member States of the EU

What are a Director’s Rights, Duties and Liabilities on a Board?

  • Directors’ rights
  • Statutory duties, fiduciary duties, duty of care and duty to act within powers
  • Legal liabilities and enforcement mechanisms

Case Study: Assessing recent legal cases involving directors’ rights, duties and liabilities

Day 2: The Effective Board: Composition, Structure and Practices

The Balanced Board

  • Board size
  • Board balance involving: expertise, executive / non executive, independent / non independent, gender, age, nationality etc
  • Director leadership attributes
  • Director selection and appointment process and the role and structure of the nominations committee
  • Succession planning
  • Board committees

Case Study: Examining board balance issues

Board Practices

  • Setting the agenda: its contents – key success factors
  • The agenda annual calendar
  • Board briefing papers
  • Executive meetings of non executives
  • Challenges in conducting board meetings
  • Board meeting leadership and procedures
  • Best practice minutes of board meetings
  • Director induction package
  • Red flags for directors
  • Dysfunctional board characteristics and how to deal with them

Role Play: Investigating dysfunctional board characteristics

Day 3: Strategic Leadership and Stewardship Provided by the Board

Strategic Leadership and the Board

  • The board’s role in strategic management
  • An identification overview of the policies and procedures that need to be ratified by the board

Exercise: This section will include a questionnaire / self assessment of policies and procedures within the course participants’ organisation and will include templates and best practice model documents on information disclosure, insider trading and related party transactions

  • Ethical challenges and how these may be addressed through a code of ethics
  • The business case for corporate responsibility and citizenship to include sustainability

Case Study: Corporate responsibility and citizenship in South Africa This case study will define the impact of the corporate responsibility and citizenship recommendations in South Africa as a result of the King 3 Report on Corporate Governance.

Case Study: Examining the many ethical challenges including zero tolerance, codes of conduct and whistle blowing

  • The board’s role in evaluating organisational performance using key performance frameworks, indicators and dashboards

Case Study: Using key performance frameworks and indicators to evaluate bank performance

  • The board’s role in evaluating CEO performance using key performance frameworks and indicators

Role Play: The evaluation of CEO performance

Director Remuneration

  • Using frameworks and policies for determining non executive directors, executive directors and senior executives’ remuneration
  • The role and structure of the remunerations committee
  • Trends and challenges associated with remuneration

Case Study: Evaluating directors’ remuneration

Financial Stewardship and Governance Oversight Issues

  • Oversight of information governance policies, systems and procedures
  • The board’s role in corporate reporting
  • The implementation of International Financial Reporting Standards (IFRS)
  • The content of the Governance Report and good practice construction processes
  • The Annual report
  • The Shareholders’ General Meeting
  • Website disclosure
  • The content of Recovery and Resolution Plans (“living wills”) and good practice construction processes
  • Board challenges associated with valuation, gearing and dividend policy
  • The importance of effective shareholder communications and the EU Shareholder Rights Directive
  • The ownership reporting requirements and the impact of different types of ownership (e.g. concentrated / dispersed, state ownership)
  • Shareholder engagement and activism

Case Study: Financial stewardship and governance oversight

Case Study: Shareholder engagement / activism

Risk Assessment and Oversight

  • Risk identification, assessment and decision making frameworks used by boards including COSO II. Also to include: risk appetite, risk tolerance, disaster recovery and business continuity planning

Case Study: The application of risk assessment and decision making frameworks

Internal Controls and Internal Audit

  • The board’s oversight of internal control systems and procedures
  • The role of internal audit and its relationship with the audit committee

Case Study: Internal controls – growth and decentralisation

The Audit Committee

  • The role and structure of the audit committee including its relationship with the external auditors

Day 4: Improving Board Effectiveness

An Overview of Corporate Governance Frameworks and Practices Relating to Boards

  • The European Commission’s Green Paper on Corporate Governance
  • The Code for Responsible Investment in South Africa (2010)
  • The UK Code of Corporate Governance (2010)
  • The UK Walker Review of corporate governance in UK banks and other financial industry entities (2009)
  • The Basel Guidance: “Enhancing corporate governance for banking organizations” (2006)
  • The OECD Principles of Corporate Governance (2004)
  • Dodd Frank and Sarbanes Oxley Corporate Governance Requirements in the US

Case Study: The implementation and impact of these corporate governance frameworks

Board Evaluation

  • Types of board evaluation
  • Good evaluation practices
  • Red flags for directors concerning board evaluation

Case Study: Comparing board evaluations from Canada, the US, the UK and the Middle East

The Business Case for Board Effectiveness

  • The role of the board in value protecting and value enhancement
  • Corporate governance as an investment
  • How boards are responding to corporate governance concerns and challenges
  • The business case for improving board effectiveness and corporate governance within boards to include examples from the US, the UK, the Middle East and Central and Eastern Europe

Case Study: Comparing board effectiveness in the US, the UK, the Middle East and Central and Eastern Europe

Leading Boardroom Changes

  • Leading transformational change: a seven stage process
  • Boardroom action planning
  • Solutions to improve a board’s effectiveness

Case Study: Evaluating and implementing performance improvement plan in the board

Course summary and close

Trust the experts

Chris Pierce

Having worked as an advisor to the boards of many listed companies, banks, sovereign wealth funds, stock exchanges and financial institutions around the world, I have a keen understanding of the key challenges impacting the finance industry and know what's needed for good governance. The course ...

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