Board of Directors: Roles, Responsibilities, and Governance
Module 1: Introduction to Boards of Directors - Understanding the concept of a board of directors - Historical evolution and significance - Different types of boards (non-profit, public, private, advisory, etc.) - The role of a board in corporate governance
Module 2: Composition and Structure of a Board - Composition diversity and its importance - Executive vs. non-executive directors - Independent directors and their role - Committees within the board (audit, compensation, governance, etc.) - Board chairperson and CEO separation of roles
Module 3: Legal and Regulatory Framework - Legal duties and responsibilities of directors - Fiduciary duties and the duty of care - Insider trading regulations and conflict of interest - Sarbanes-Oxley Act and other relevant regulations
Module 4: Board's Role in Strategy and Decision-Making - Strategic oversight and alignment with organizational goals - Approving major corporate decisions - Risk management and board involvement - Balancing short-term and long-term perspectives
Module 5: Financial Literacy for Directors - Understanding financial statements and reports - Key financial metrics and ratios - Evaluating financial performance and stability - Financial responsibilities of the board
Module 6: Board Effectiveness and Evaluation - Assessing board performance and effectiveness - Regular evaluation of individual directors and committees - Addressing conflicts and improving collaboration - Ensuring continuous learning and development for directors
Module 7: Stakeholder Management and Communication - Building effective relationships with stakeholders - Role of the board in crisis communication - Transparency, accountability, and reporting - Navigating ethical dilemmas and reputational concerns
Module 8: Succession Planning and CEO Selection - CEO succession planning and leadership development - Identifying potential candidates for top leadership roles - Selecting a new CEO and the board's involvement - Ensuring smooth leadership transitions
Module 9: Emerging Trends and Challenges - Technology's impact on boards and governance - Environmental, Social, and Governance (ESG) considerations - Cybersecurity and data privacy concerns for boards - International perspectives on board governance
Module 10: Case Studies and Practical Scenarios - Analyzing real-world board-related challenges - Role-playing exercises for effective decision-making - Learning from successful and unsuccessful board practices
Module 11: Future of Boards and Continuous Learning - Adapting to changing business landscapes - Lifelong learning for board members - Exploring virtual and hybrid board meetings - Encouraging diversity, equity, and inclusion in boardrooms
Module 12: Capstone Project or Simulation - Applying concepts learned throughout the course - Simulating a board meeting or decision-making scenario - Developing a board-level strategic plan
Assessment: - Quizzes and exams on course content - Participation in class discussions and case study analysis - Group projects or individual assignments related to board-related topics - Capstone project presentation and reflection
Please note that this outline can be adapted to suit the specific needs and objectives of your course. It's essential to keep the course engaging by incorporating real-life examples, guest speakers from the industry, and interactive activities to enhance the learning experience.
Introduction
Overview
Our Leadership and Structures of Corporate Governance training provides an insight into the fundamentals of this fascinating subject. Corporate Governance is about what Boards do and how they do it- how Boards are structured, what their priorities should be and what international codes set out as best practice. This course will provide a foundation for an understanding of Corporate Governance and provide a basis for subsequent training.
When companies go off track – unexpected risks become reality, unplanned-for claims arrive without notice, a sudden vacancy appears among top management – shareholders look to the Board of Directors for an explanation and a remedy. But how do we know if directors are effective? And how should we measure their performance? This course examines 'what good looks like' for members of a board when carrying out their duties – including the Board chairman, the Company Secretary and non-executive directors.
The course will also include site visits to organizations relevant to the course so delegates can develop an understanding of how their contemporaries function in the real world.
The course will wrap with a summary of the key learning points, followed by an action planning exercise with a view to applying the acquired knowledge and skills immediately upon your return to work. Post-course support is also available in relation to the implementation of your action plan, up to six (6) months following course completion.
Sometimes you just have to look up. Joshua Sortino / Unsplash
Agenda
Corporate Governance Fundamentals
Corporate Governance defined
Corporate Governance theories
Theories of Corporate Governance: Agency, Stewardship etc
Theoretical Perspectives of Corporate Governance
Insight of Corporate Governance Theories
CORPORATE GOVERNANCE: THEORIES, CHALLENGESAND PARADIGMS
Corporate Governance Codes
What Is the Corporate Governance Code?
The Code of Corporate Governance
Corporate Governance Codes and Scorecards
Corporate Governance Codes and Their Role inImproving Corporate Governance Practice
Role of the Board
Corporate purpose and strategy Corporate risk
The Role of the Board in Risk Management
Risk Management and the Board of Directors
What Are The Main Responsibilities Of a Board In Corporate Risk Management
Corporate culture and Ethics Balancing the interests of Shareholders and Stakeholders Engaging with stakeholders
The board’s role in embedding corporate purpose: Five actions directors can take today
The Board’s Most Important Function
Board Composition and Structures
Board Structures: Unitary vs Dual Boards Board Composition Board Committees Creating Board Diversity
Site Visit
Industrial visit to a relevant organization. An insight into the internal working of companies. An opportunity to learn through interaction with practising professionals.
The Effective Board Director
Directors of Legal Duties What skills do Board directors need? What makes an effective board? Evaluating Board Performance
Leadership, Independence and Governance
Role and skills of the Board chairman Roles and skills of the Non-executive director The company secretary as head of governance Role of Executives The Executive Committee
Performance Measurement and Remuneration of Directors
Appointments to the Board & Succession planning
SUCCESSION PLANNING ANDREMUNERATION POLICY
PEOPLE NOMINATIONS AND REMUNERATION CHARTER
Succession Planning, Nomination & Remuneration Policy
Policy for Succession Planning for the Boardand Senior Management
Ensuring effective board succession planning
Site Visit
Industrial visit to a relevant organization. An insight into the internal working of companies. An opportunity to learn through interaction with practising professionals.
Course Review
Summary and recap of key learning objectives Action Planning
Target Audience
This course is suitable for:
Non-Executive Directors wanting to understand their role; Other Board members wishing to refresh their knowledge and skills; Chairs of organizations, Chief Executives, Company Secretaries, Other Heads of organizations; Professionals, practitioners, and managers in corporate investment, as well as Leaders in state-owned enterprises, public, voluntary, and non-profit organizations; Those needing to get to grips with good governance such as Inhouse counsel and Regulatory and Compliance professionals.
Learning Outcomes
Upon completion of this course, you will be able to:
Understand the fundamental principles of corporate governance, including:
the role of the Board of Directors;
how boards are structured and operate, including through Board Committees; and
the benefits of board member diversity including gender, ethnic and 'functional' diversity.
Describe what the legal duties of a director are.
Recognize the characteristics of an ineffective Board.
Review how to run an effective board meeting.
Explain the roles and skills needed for key appointments to the board, including the chairman, company secretary and non-executive directors.
Implement a performance measurement structure for individual directors and the board as a whole.
Develop a practical perspective on contemporary work practices in your field.
Implement an Action Plan at your workplace using the knowledge and skills acquired through the course.
Innovation and Its Challenges
Develop an understanding of innovation, the traditional context where it occurs, and the challenges faced by corporations trying to build innovation capabilities.
Innovation in Ecosystems, with Stakeholders
Understand the importance of innovation of co-location in ecosystems, the nature of innovation and entrepreneurship capabilities, and the role of those ecosystems’ critical stakeholders.
Innovation-driven Entrepreneurship and Experimental Innovation Loops
Recognize the importance of innovation-driven entrepreneurship and the role of innovation loops.
Corporate Stakeholders in Innovation Ecosystems
Reflect on the roles that corporations play as stakeholders in an innovation ecosystem, and explore their links to the innovation-driven entrepreneur, university, risk capital, and government stakeholders.
Innovation Practices as Tools of Engagement: Hackathons, Accelerators, and Prize Competitions
Learn about different options available to organizations for facilitating meaningful engagement with their ecosystems.
Leading Innovation in an Ecosystem
Develop a plan for building an innovation strategy in an organization within an innovation ecosystem framework.
Benefits of this course
Develop new competencies and earn valuable recognition from an international selection of universities, entirely online and on your own time frame.
Enjoy a personalized, people-mediated online learning experience that supports you every step of the way.
Experience a flexible but structured approach to online education as you plan your learning around your life to meet weekly milestones.
Program Outcome
On completion of this course, you’ll walk away with:
An assessment of your organization’s capacity for innovation, in terms of both barriers and opportunities.
Tools to effectively engage with key stakeholders to overcome challenges and drive transformation in your business.
A tailored strategy for your organization, equipping you with an action plan to maximize entrepreneurship and foster a culture of innovation.