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 training program explores the roles played by the shareowners, boards, directors, executive managers and other stakeholders.

Program Goals

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

  • Identify key corporate governance frameworks and standards.
  • Define and explain the key principles and elements of good corporate governance systems.
  • Explain how a corporate governance framework works effectively within a company to include articles of association, board charters, company policies and procedures, codes of ethics and values.
  • Identify how to respond to corporate governance concerns and challenges.
  • Explain the business case for corporate governance and the corporate veil and agency concepts.
  • Understand the law and regulations in the GCC impacting upon companies to include good practices associated with insider trading, related party transactions, conflicts of interests and the protection of shareholder interests.
  • Identify major ethical challenges facing the board and making suggestions as to how these might be addressed.
  • Identify key stakeholders and recognize their importance.
  • Identify shareowner rights established by law or mutual agreements.
  • Identify key corporate responsibility frameworks and standards.
  • Explain the business case for corporate responsibility
Program Agenda
Topic 1: Corporate Governance Essentials
  • 1 Cadbury Code (1992) definition of CG

    • 2 Local Regulators definitions of CG (may vary dependent upon group)

      • 3 The OECD / G20 Corporate Governance Principles (2015)

        • 4 The OECD Guidelines on Corporate Governance of State-Owned Enterprises (2015),

          • 5 The OECD Guidelines for Multinational Enterprises (2011),

            • 6 The Basel Committee Corporate Governance Principles for Banks (2015)

              • 7 (IFC Environmental, Social, and Governance Progression Matrix (2018

                Topic 2: The Key Principles
                • 1 RAFT – responsibility, accountability, fairness, transparency

                  • 2 Shareholder value and stakeholder capitalism

                    • 3 Rules v. principles

                      • 4 Performance v conformance

                        • 5 Agency

                          • 6 Stewardship

                            • 7 Benefits of CG

                              • 8 Corporate governance system model (to include following elements laws, codes, constitution, board charter, code of ethics, policies)

                                • 9 Policies importance and list of key policies

                                  • 10 Corporate governance frameworks

                                    Topic 3: Corporate Responsibility
                                    • 1 Definitions of CR, CSR, sustainability

                                      • 2 Commercial objectives versus sustainable objectives

                                        • 3 Shareholder / efficient capital model versus inclusive stakeholder model

                                          • 4 Milton Friedman perspective

                                            • 5 The social contract /the license to operate

                                              • 6 UN Sustainable Development Goals (2016)

                                                • 7 UN Global Compact, UN Principles of Responsible Investment, Caux Round Table Responsible Business Principles, GRI sustainability reporting standards, Integrated reporting standards, relevant ISOs.

                                                  • 8 Professional conduct policies

                                                    • 9 Ethics and tone at the top

                                                      • 10 Larry Fink’s letters from Black Rock

                                                        Topic 4: Corporate Governance in the GCC
                                                        • 1 Overview of recent regulations and codes in the GCC region

                                                          • 2 Overview of relevant types of law and regulations impacting upon the board

                                                            • 3 Examples of key laws and regulations to illustrate good practices

                                                              • 4 Examples of recent local and international scandals

                                                                Topic 5: The Business Case for Corporate Governance
                                                                • 1 Benefits associated with good cg

                                                                  • 2 IFC research on governance and performance

                                                                    • 3 Local and international examples of good practices

                                                                      • 4 MSCI indices

                                                                        Topic 6: Stakeholders
                                                                        • 1 Corporate governance system from a stakeholder perspective

                                                                          • 2 Internal and external stakeholders

                                                                            • 3 Tensions between stakeholders

                                                                              • 4 Stakeholder mapping

                                                                                Topic 7: Shareholders
                                                                                • 1 Shareholder rights in the OECD / G20 Corporate Governance Principles (2015)

                                                                                  • 2 Share concentration and impact upon cg

                                                                                    • 3 Pyramids

                                                                                      • 4 Shareholder agreements

                                                                                        • 5 Related party transactions

                                                                                          • 6 Conflicts of interest

                                                                                            • 7 Insider trading

                                                                                              • 8 Tunneling and asset stripping

                                                                                                • 9 Examples of local and international scandals

                                                                                                  Topic 8: The Regulatory Framework
                                                                                                  • 1 Incorporation

                                                                                                    • 2 Regulators and regulations

                                                                                                      • 3 Shareholder structure

                                                                                                        • 4 Capital contribution and requirements

                                                                                                          • 5 Transfer of shares

                                                                                                            • 6 Types of shares

                                                                                                              • 7 Constitutional documents

                                                                                                                • 8 Limited liability

                                                                                                                  • 9 Corporate veil

                                                                                                                    • 10 Agency

                                                                                                                      • 11 Assemblies

                                                                                                                        • 12 Reporting obligations

                                                                                                                          • 13 Loans

                                                                                                                            • 14 Board meetings

                                                                                                                              Topic 9: Case Study
                                                                                                                              • 1 Relevant case study

                                                                                                                                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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