Certified Corporate Governance Officer
Duration: 3 days sessions/ 15 hours.
Certification : The Netherlands Center of Governance (NCG)
Instructors
Mr. Ahmed Kiswani – Program Director & Instructor
Course Overview
After several global financial crises, the business world has realized the importance of good corporate governance and how current shortcomings in governance practices have led to excess financial and operational risks. To address this matter, regulators around the globe have started issuing enhanced rules and regulations that guide companies to implement an effective CG Framework.
It becomes a vital need for organizations to have a qualified position who could play a vital strategic and supportive role in implementing a practical and adequate CG framework and be able to manage the compliance risk through advanced tools and professional techniques.
The Certified Corporate Governance Officer (CCGO) is a professional global program unique in blending the academic knowledge with the practical techniques in CG considering leading practices and real life experiences. The program is not limited to regulations in specific countries, but rather structured to support the CCGO holders develop efficient customized CG solutions compliant with any country’s CG regulations.
As a CCGO, you will be qualified global subject matter professional with the knowledge and know-how to design and implement effective corporate governance in all types of organizations around the world. In addition, you will be exposed to learn leading practices and global trends in dealing with corporate governance challenges. CCGO assists you to be a trustful advisor to Board of Directors and Senior Management
Training Outline
Definition of Corporate Governance
The Concept of CG
- The definitions of corporate governance
- Differences between global codes in defining the corporate governance
- New trends in the concept of Tone at the Top
The general pillars of CG as per leading practices
- Key global recommendations to enhance the effective implementation of CG
- The relations and interdependencies of the CG pillars
- The classification of the CG pillars (control pillars, mandates , oversight, ethics)
- What is the legal source of implementing CG
- Understand the global CG disputes and their alternative solutions
Global Trends in CG
- What are the global standards and rules of CG in shareholding companies, SME and Family Business
- How to refer and utilize the global reference of CG
- How to customize leading practices of CG to your entities considering the changes in regulatory environments
Regulatory framework of Corporate Governance
- What are the key CG regulations in the USA , European Union and emerging Asian countries (Through comparisons)
- What are the key regulations of CG in MENA region. (Through comparisons)
- What are the major CG rules over governmental entities
Governance over Board of Directors
Board Structure
- What are the types of Board structures
- Key types of Board membership
- Criteria for nominating and selecting the Board members
- What is the role of executive members
- How to establish a well-structured Board and Board committees
Board Committees
- What are the key Board committees and what are the key mandates
- How to develop well-structured charters for such committees
- How to manage and avoid the overlap between Board of Directors Committees and Management Committees
- What are the key reports to be compiled for each committee and how to compile such reports
- Identify the key stakeholders for each committee
- How to manage the level of details to be presented to the Board and how to balance this with management reports
- Clarify the communication channels between management and Board of Directors
- Understand the handshake between Board ‘s committee and management committees
Board Competences and Skills
- what are the key competencies and skills for a Board member considering different types of industries
- How to develop Board and Board members assessment criteria
- What are the tools and techniques to be used to manage the Board assessment process
- How to prepare Board assessment report and how to communicate it and present it
- Designing Board development action plan
G Risk Governance
Enterprise Risk Management Framework
- How to develop the risk profile and your entity risk mitigation plans
- Components of the risk register
- Risk categories (Operational, financial, strategic , market risks)
- Tools and techniques to assess the risk and controls
- What is risk strategy and how it is linked to business strategy
- What is risk appetite and how to develop it for your entity
- Risk reporting packs
- The concept of risk governance
- Risk ownership , mandates and roles of key stakeholders
- What are the key risk reports, how to develop such reports, and who are the key stakeholders
- How to read risk reports and link them with business performances
- What are the important key risk indicators (KRIs) and how to quantify and measure them
- Basis of risk modeling
Remuneration Governance
- What are the key components of remuneration framework
- How to build an adequate remuneration policy
- Understand the leading practices in remuneration framework
- How to link remuneration framework to risk appetite and business strategy
- How to determine the remuneration pool
- How to define remuneration limits for Senior Management
- How to balance between short term and long term remuneration
- What is the balance between fixed and variable remuneration
- What is the concept of Claw-back and how to implement it
- How to determine the remuneration for control functions
- Understand the concept of material risk takers and determine the basis of their remunerations
- How to design an effective remuneration framework of Board members
- How to develop measurable thresholds to identify and capture related parties transactions
- How to determine the remuneration for Executive Board Members
Disclosure & Transparency
- How to build your disclosure policy
- What are the key disclosures on the entity level and individual levels
- How to structure the disclosure dashboard and disclosure monitoring program
- How to manage non-disclosure risks
- What are the roles and responsibilities of key stakeholders in the disclosure process
- How to establish centralized disclosure function and what is the mandate of such a unit
- Get an awareness of the latest technology to be used in managing the disclosure process
- What is the concept of related parties transactions
- What are the cases that could lead to conflict of interest
- How to build an effective policy to manage the related parties transactions and manage conflict of interest cases
- How to build disclosure forms and monitoring working papers for related parties transactions and conflict of interest
- How to build the annual CG report
- What are the level of information to be disclosed in the annual governance report
- How to disclose remuneration information as part of CG report
- How to build Governance disclosure through company’s website
Managing Stakeholders Matters
- How to protect stakeholders through practical tools and methods
- How to compile stakeholders protection reports as part of CG implementation
- Leading practices of investor relations
- How to communicate with investors and regulators effectively
- How to build an effective policy to manage the related parties transactions and potential conflict of interest cases
- How to manage the relation with custodians and clearing houses
- Understanding controls of maintaining share register
- What is CSR
- How CSR fits in the CG framework
- Types of CSR reports
- Basics of sustainability
Implement Corporate Governance Framework
- What are the building blocks of CG framework
- How to design your company framework
- How to do diagnostic review to assess the effectiveness of your CG framework
- What are the benchmark tools to do the diagnostic reviews
- What are the key alternatives of CG framework and how to select the best for your company
- How to develop a well-structured CG code
- What is the role of senior management in implementing the CG
- How to define the mandates and relations between Board and Senior Management in effective CG framework
- How to build effective reporting lines and adequate authority matrix
- What is the role of control functions in implementing CG framework (Control functions are : Internal Audit, External Audit, Risk Management, Compliance and AML)
- How the control functions fit into the CG framework to avoid any overlapping between them
- How to develop effective and adequate policies for such functions
- How to develop an effective Whistle Blowing framework
- What is the role of Board and Senior Management in implementing the Whistle Blowing policy independently
- What are the tools and technologies that can be used in managing the Whistle Blowing process
- How to structure a Corporate Governance Office
- What is the mandate of this office
- Determine the role of Disclosure Unit, Investors Relations and CG quality control
- Identify the reporting pack of the CGO
- What are the key performance indicators of the CGO
- Define the reporting lines of the CGO and its relations with other business functions
- How to develop the dashboard and monitoring tools of CGO
- How to build CGO policies and procedures
- How to manage the relation with regulators
- How to manage regulatory inspections and investigations
- How could the Board Secretary play a strategic role in implementing the CG framework
- What are the tools and methods to be used to support the Board in implementing the CG framework
- How to write effective minutes of Board meetings
- What are the other roles of Board secretary in light of effective CG framework
Learning Outcomes
To be certified Corporate Governance Officer; in the last day of the program the candidate will be subject to a multiple-choice assessment of 50 questions during 90 minutes exam and case study with 50% passing degree
Who Should Attend ?
- Managers/Partners in law firms
- Heads of legal departments
- Senior associates
- Legal personnel
- Heads of Compliance
- Risk Professionals
- Internal and External Auditors
- Legal Personnel
- Finance Managers
- Business Consultants
- Board Secretaries
- Personnel and commissioners of governance regulators such as Central Banks, Capital Markets Authorities, Audit Bureaus, Ministries and other related government entities
- Board members who need to add to their knowledge and understanding
- Senior Management needs a greater understanding of the role and practicing Corporate Governance requirements
- All other people who are keen to add to their expertise in this important subject to enhance their career path
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