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Improving Board Effectiveness
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"Well prepared, very practical and very useful for immediate implementation. Very good case studies"
CEO, National Bank of Malawi"Very impressive course. Very good trainer"
CEO, New Prudential Building Society"The structure of the course was well thought. The course was very incisive and engaging"
Independent Director, Stanbic IBTC Bank
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
- 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
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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)
- 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 boardCase 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 2The 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
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
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
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
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: 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
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
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
Board Evaluation- Types of board evaluation
- Good evaluation practices
- Red flags for directors concerning board evaluation
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 -
Our Tailored Learning Offering
Do you have five or more people interested in attending this course? Do you want to tailor it to meet your company’s exact requirements? If you’d like to do either of these, we can bring this course to your company’s office. You could even save up to 50% on the cost of sending delegates to a public course and dramatically increase your ROI.
If you want to run this course at a location convenient to you or if you want a completely customised learning solution, we can help.
We produce learning solutions that are completely unique to your business. We’ll guide you through the whole process, from the initial consultancy to evaluating the success of the full learning experience. Our learning specialists ensure you get the maximum return on your training investment.
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We have a combined experience of over 60 years providing learning solutions to the world’s major organisations and are privileged to have contributed to their success. We view our clients as partners and focus on understanding the needs of each organisation we work with to tailor learning solutions to specific requirements.
We are proud of our record of customer satisfaction. Here is why you should choose us to help you achieve your goals and accelerate your career:
- Quality – our clients consistently rate our performance ‘excellent’ or ‘outstanding’. Our average overall score awarded to us by our clients is nine out of ten.
- Track record – 10/10 of the world’s largest banks have chosen us as there training provider and we have delivered training across the largest banks and have trained over 25,000 professionals.
- Knowledge – our 100+ strong team of industry specialist trainers are world leading financial leaders and commentators, ensuring our knowledge base is second to none.
- Reliability – if we promise it, we deliver it. We have delivered over 25,000 events both in person and online, using simultaneous translation to delegates from over 99 countries.
- Recognition – we are accredited by the British Accreditation Council and the CPD Certification Service. In an independent review by Feefo we scored 4.2/5 on service and 4.7/5 on Coursecheck
Instructor
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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.
Biography
Chris Pierce is an Associate Training Consultant for Euromoney Training. He works with policy makers, directors and boards in Europe, Asia, Africa, the US and South America. Prior to becoming CEO, he was the Director of Professional Standards and Development at the Institute of Directors (IoD) in the UK. He has also held senior management positions in the Overseas Development Administration, British Airways and Leeds Business School. Over the last fifteen years he has worked as an advisor to the boards of many listed companies, banks, sovereign wealth funds, stock exchanges and financial institutions around the World. He has also conducted a number of board evaluations and corporate governance assessments of listed companies and major financial institutions. In 2014, the instructor was awarded the Bertin Governance Medal in Sweden by the International Academy for Quality. The award was in recognition of his personal contribution to good governance practice. The instructor is the principal author of the Mauritian Code of Corporate Governance that was implemented in July 2017.
