Program Brief

Corporate governance is simply about how we run our businesses to ensure they are run properly, fairly and in the interests of all key stakeholders. Boards of directors are responsible for the governance of their companies, but all employees need to be aware of their roles and responsibilities and apply the policies, procedures and guidelines which the board sets out for them. This module examines the role, authority, legal responsibilities of an effective director and the relationship between board performance and its structure, composition and membership.

Program Goals

At the end of the training program, the participant should be able to:

  • Describe the board’s governance roles and responsibilities.
  • Understand the different board roles including the role of the Chairman, Executive Directors and Non-Executive Directors (including Independent Directors and Nominated Directors).
  • Understand the roles of the Chief Executive Officer, other Executives and the Board Secretary.
  • Identify the key laws and regulations impacting upon directors with particular reference to duties, responsibilities and liabilities.
  • Differentiate managing versus directing.
  • Identifying key dilemmas facing the board and making suggestions as to how these might be addressed.
  • Discuss the role separation of chairman and CEO
  • Identify the characteristics and benefits of a balanced board.
  • Describe good practices associated with board committees.
Program Agenda
Topic 1: Board Director’s Roles
  • 1 Local definitions of board role and tasks

    • 2 Board tasks - future versus historic, inwards versus outwards

      • 3 Board roles including the role of the Chairman, Executive Directors and Non-Executive Directors (including Independent Directors and Nominated Directors)

        • 4 The roles of the Chief Executive Officer, other Executives and the Board Secretary in relation to the Board

          • 5 Understand the role separation of Chairman and CEO

            • 6 Managing versus directing

              Topic 2: The Law and the Director
              • 1 Director duties – duty of care and duty of loyalty

                • 2 Statutory duties

                  • 3 D

                    • 4 Directors rights

                      Topic 3: Board Composition and Structure
                      • 1 Law and regulation versus code

                        • 2 Types of boards, Unitary, two tier, subsidiary and Shari’ah boards

                          • 3 Types of Boards based upon practices

                            • 4 Director skills

                              • 5 Appointment of a director

                                • 6 Cumulative voting

                                  • 7 Induction

                                    • 8 Characteristics of a balanced board

                                      • 9 Board composition norms – size, proportions, separation of Chairman and CEO, diversity

                                        • 10 Removal of a director

                                          Topic 4: Board Processes
                                          • 1 Factors encouraging board effectiveness

                                            • 2 Barriers to improving board effectiveness

                                              • 3 Resolving board conflicts including litigation and mediation

                                                Topic 5: Board Committees
                                                • 1 Board committee charters

                                                  • 2 Key characteristics of the Audit Committee, the nominations committee, the remuneration committee, the risk committee, the corporate governance committee

                                                    Topic 6: Key Dilemmas Facing Board Directors
                                                    • 1 Entrepreneurial versus control

                                                      • 2 Stakeholder tensions

                                                        • 3 Short term versus long term

                                                          • 4 Subsidiary versus group

                                                            Program Requirements
                                                            • Currently hold or recently (within the preceding three years) have held either a director seat or a senior management position within an organization

                                                            Currently hold or recently (within the preceding three years) have held either a director seat or a senior management position within an organization

                                                            • This program will be delivered in English, so all participants should have basic English literacy

                                                            This program will be delivered in English, so all participants should have basic English literacy

                                                            Program Path

                                                            Names of the training programs that are integrated (enriched) with the training program:

                                                            • Not Available

                                                            Names of the training programs that after the training program:

                                                            • Not Available
                                                            Program Method
                                                            • Lecture
                                                            • Case Studies
                                                            • Dialogue Teams
                                                            • Exercises and assignments
                                                            Evaluation Method
                                                            • Other
                                                            Training Type
                                                            • In Class Training
                                                            • Online Training

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