Proudly presents our:

2015 Board Leadership Program

A Series of Bi-monthly Half-day Seminars

Developed from the Global Corporate Governance Forum’s Highly acclaimed curriculum for Directors.

Press releases at www.gcgf.org

Who should complete this program?

Board and Committee Members, Chief Executive Officers, Chief Financial Officers, Corporate Secretaries, Internal Audit, Compliance & Risk Executives

Register or obtain info at www.bahamasiia.org or

email info@bahamasiia.org or

call 698-1148

Program Overview

Program Goals: Improve participants understanding of corporate governance and board directors’

responsibilities Develop the competencies directors and company executives require to implement

effective corporate governance practices Share company board experiences and build networks among local directors and

company executives

Topics and dates as follows:

Session 1 Understanding the Value of Corporate Governance

16-Jan

Session 2 Understanding the Responsibilities & Liabilities of the Director

30-Jan

Session 3 Selecting the Right Board of Directors 13-Feb

Session 4 Implementing Effective Board Practices & Procedures

27-Feb

Session 5 Governing the Company's Strategy 6-Mar

Session 6 Understanding the Company's Risks & Controls

20-Mar

Session 7 Understanding Financial Reporting for Non-Accountants

10-Apr

Session 8 Communicating Transparent Disclosures & Protecting Shareholder Rights

24-Apr

Session 9 Financing the Company's Growth 8-May

Session 10 Defining the Company's Corporate Responsibility

15-May

Other Program Info: Location: Luciano’s of Chicago Restaurant, East Bay Street Time: 12:00pm – 4:00pm on dates noted Registration Fee: $150 per session (members) $200 per session (non-members);

All 10 sessions - $1,250 (members) and $1,500 (non-members)

CPE: 4 CPE hours per session (based on a 50 minute hour) Knowledge Level: Intermediate/Advanced Field of Study: Leadership & Management Delivery Method: Classroom -based

About IIA: The Institute of Internal Auditors (IIA) is an international professional association with a globally recognized Code of Ethics and International Standards for the Professional Practice of Internal Auditing. Generally, members work in internal auditing, risk management, governance, internal control, information technology audit, education, and security. Globally, The IIA has more than 175,000 members. The IIA in North America comprises 159 chapters serving more than 70,000 members in the United States, Canada, the Caribbean (Aruba, Bahamas, Barbados, Cayman Islands, Curacao, Jamaica, Puerto Rico, and Turks & Caicos), Bermuda, Guyana, and Trinidad & Tobago. The IIA Bahamas Chapter has over 90 active members throughout both the private and public sectors. IIA Bahamas Vision: To be the leading authority and knowledge source in corporate governance, enterprise risk management, internal controls and internal audit; supporting the economic development of The Bahamas by advancing promoting programs to strengthen organizations. For more info visit: www.bahamasiia.org.

About GCGF: The Global Corporate Governance Forum supports corporate governance reforms in emerging markets and developing countries. The Forum develops advanced knowledge and training products promoting good practices in corporate governance and facilitates capacity building of director training organizations engaged in implementing corporate governance reforms. For more info visit: www.gcgf.org

Program Content

Session 1 - Understanding the Value of Corporate Governance Learning Content: Defining corporate governance OECD Corporate Governance Principles Corporate governance pillars Interests of shareholders, directors and management Corporate governance system Articles of association Board’s charter Company policies and procedures Business case for corporate governance Code of ethics, values Interactive Case study

Learning Objectives: Define and explain the key principles and elements of good corporate governance

systems Explain how a corporate governance framework works effectively within a company Respond to corporate governance concerns and challenges. Improve participants understanding of corporate governance and board directors’

responsibilities Develop the competencies directors and company executives require to implement

effective corporate governance practices Share company board experiences and build networks among local directors and

company executives Describe the policies and procedures of a corporate governance system Assess their own company’s policies and procedures Explain the business case for corporate governance Identify ethical challenges and how these are addressed through a model code of ethics

Program Content

Session 2 - Understanding the Responsibilities & Liabilities of the Director Learning Content: Board’s role, responsibilities Board classification systems Managing versus Directing Key dilemmas facing directors Types of Directors, Chairman, CEO Directors’ rights, duties, liabilities Chairman, CEO role separation Interactive Case study

Learning Objectives: Describe the board’s governance roles and responsibilities Differentiate managing versus directing, and identifying dilemmas Discuss chairman and CEO role separation Analyze legal duties and liabilities of directors The balanced board

Session 3 - Selecting the Right Board of Directors Learning Content: The balanced board Board criteria Director leadership attributes Director selection, appointment, agreements Succession planning Board committees Non-executive directors’ remuneration Interactive Case study

Learning Objectives: Identify the characteristics and benefits of a balanced board Define types of directors and their leadership attributes Describe good practices in managing board directors’ roles, responsibilities,

committees, remuneration

Program Content

Session 4 - Implementing Effective Board Practices & Procedures

Learning Content: Meeting preparation Conducting meetings Follow–up and in–between meetings Board member roles, responsibilities Dysfunctional board’s characteristics Board conflicts and corporate governance disputes Confidential information Removal of a director, the CEO, chairman Improving the effectiveness of board meeting procedures Board evaluation Interactive Case study

Learning Objectives: Identify good practices for effective board meeting preparation, conduct, and follow-up Clarify board meeting roles and responsibilities of the chairman, directors, and

corporate secretary Identify a dysfunctional board’s characteristics Articulate key elements of a board evaluation Develop solutions to improve a board’s effectiveness

Program Content Session 5 - Governing the Company's Strategy

Learning Content: Strategic planning and management Business environment Strategic analysis tools Resource capability Strategic options Board’s role in governance of strategy Strategy committees Key performance indicators (KPIs) Balanced scorecard Organizational performance benchmarking Corporate dashboards Evaluating executive performance Remuneration policy Remuneration committee best practices Executives’ remuneration Remuneration disclosure Interactive Case study

Learning Objectives: Explain an effective strategy’s components Analyze the board’s role in the governance of a company’s strategy Identify the benefits of developing a strategy Use the appropriate tools to formulate strategy Use key performance frameworks and indicators to evaluate organizational

performance Identify, implement appropriate actions based on performance assessment Use key performance indicators to evaluate CEO’s and other executives’ performance

for remuneration

Program Content Session 6 - Understanding the Company's Risks & Controls

Learning Content: The nature of risk Board risk management, benefits, process role Identification of risks Risk-assessment mapping Risk response and monitoring COSO Framework Communicating risk-management policies The control environment Board role and internal controls Audit and risk committees – organization, roles Detailed duties of audit and risk committees, internal audit function Audit committee and external audit Whistleblowing: questions, best practices Current oversight concerns, regulatory developments Interactive Case study

Learning Objectives: Describe the nature of risk and the board role in risk management Apply risk-assessment and decision-making frameworks Describe the control environment, board responsibilities, internal controls Identify the audit and risk committees’ organization, roles, duties Describe the contribution that internal and external audit makes to sound corporate

governance Discuss whistleblowing, current oversight concerns, and regulatory developments

Program Content Session 7 - Understanding Financial Reporting for Non-Accountants

Learning Content: Board role in financial stewardship, oversight Financial information: users and their interests The accounting environment (users, standards, accounting assumptions, information

qualities) Company accounting environment (system, policies, issues) Financial statement components and analysis (ratios) for liquidity, profitability,

performance Constraints/consequences of inadequate financial information Drivers for disclosure Corporate report users, their needs Financial reports Narrative reporting Enforcement of reporting obligations Investor relations and shareholder communications Interactive Case study

Learning Objectives: Describe the board role in financial stewardship and financial oversight Discuss the international and local accounting environment Analyze financial statements and their relation to liquidity, profitability, performance Identify the consequences of inadequate financial Understand the reporting environment and identify the key users and their information

needs Analyze the key elements of narrative reporting and explain the methods for

communicating with investors and other stakeholders Define the regulator’s role in enforcing reporting obligations Explain the importance of effective shareholder communications and investor relations

Program Content Session 8 - Communicating Transparent Disclosures & Protecting Shareholder Rights

Learning Content: OECD Principles: disclosure and transparency Benefits of disclosures, transparency Financial, non-financial information disclosures Insider trading Related-party transactions Shareholder rights, interests, agreements Concentration Pyramids Family companies Protecting minority shareholders’ interests Investor questions Stakeholder mapping Interactive Case study

Learning Objectives: Describe the benefits of providing timely, accurate disclosures Explain company information (financial and non-financial) that should be disclosed Determine good practices to deal with insider trading and related-party transactions Identify shareholder rights established by law or mutual agreements Explain the impact of share concentration, pyramids, and family ownership Describe how minority shareholder rights are protected Identify key stakeholders and recognize their importance

Program Content Session 9 - Financing the Company's Growth

Learning Content: Financing growth Capital gearing Funding sources Initial public offerings (IPOs) Price / earnings (P/E) ratios Board’s cash flow responsibilities Weighted average cost of capital Merger, acquisition, divestment Capital decision-making Over-financing, over-trading, over-investment Financial Red Flags Interactive Case study

Learning Objectives: Identify sources of corporate finance and their relative advantages and disadvantages Assess the critical issues associated with determining a company’s capital gearing,

dividend policy, and valuation Use various capital investment appraisal techniques Identify financial crisis indicators

Program Content Session 10 - Defining the Company's Corporate Responsibility

Learning Content: Defining corporate responsibility (CR), related terms Business case for CR; the dilemma Board’s role in CR leadership, planning CR frameworks, reporting tools CR actions, strategy Interactive Case study

Learning Objectives: Define corporate responsibility (CR), related terms Describe the business case and best practices for CR Relate the board’s role in strategy and risk to CR Develop a CR strategy for a company and apply CR measurement and reporting tools

Program Facilitators Bios Andrew C. Alexiou

Andrew C. Alexiou joined Alexiou Knowles & Co. in 2009. The focus of Andrew’s work is Insurance, Banking, Finance, Mergers and Acquisitions, Arbitration, Trusts and other commercial areas. He also assists in a shareholder dispute and arbitration. Andrew began his higher education at Rollins College in Orlando, Florida, where he obtained a Bachelor of Arts Degree in Philosophy. Following that, he went on to receive his LLB from Buckingham University in England and his BVC from the College of Law in London, England.

He was called to the Bar of England and Wales in 2008, and the Bar of the Bahamas in 2009.

Nakeisha Burrows, CPA, CA Nakeisha Burrows is an Internal Audit Manager with CIBC First Caribbean and leads and participates in audit projects throughout the region. Previously, she held the position of Senior Internal Auditor at The National Insurance Board and has valuable expertise in the field of Social Security Administration. Her career began in the Audit and later the Advisory Services practice of Ernst & Young (BBC) Bahamas, Bermuda, and Cayman Islands region, where she served clients in diverse industries, with a focus on banking, insurance and government.

Nakeisha has over 13 years of professional experience including enterprise risk assessments, risk remediation, fraud investigation, internal and external audits. She is a licensed Chartered Accountant (CA) by The Bahamas Institute of Chartered Accountants, Certified Public Accountant (CPA), and Vice President of the IIA Bahamas Chapter. Nakeisha enjoys reading, traveling and spending time with family and friends.

Anishka Collie, CPA, CA

Anishka Collie joined the Management Team of Bahamas First in August 2012 as the Group Senior Internal Auditor. Anishka is a Certified Public Accountant (CPA). She has 11 years experience with Deloitte Bahamas’ Audit and Enterprise Risk Services Practice and ended her public accounting career as a Senior Manager. She has managed and worked on large corporate, mid-market and not-for-profit engagements. Anishka has a broad range of experience and expertise serving clients in the financial services (insurance, banking and funds),

retail, and not-for-profit industries. She is the Vice President, Finance of the IIA Bahamas Chapter.

Program Facilitators Bios

Cleopatra Davis, CIA, CISA, CRMA Cleopatra Davis is the Manager of Internal Audit & Corporate Governance at The Central Bank of The Bahamas. Previously, she held the position of Risk Advisory Services, Manager within the Ernst & Young (BBC) Bahamas, Bermuda, and Cayman Islands region, where she served clients in diverse industries, with a focus on banking and insurance. Cleopatra began her career in the Internal Audit department at the Bahamas

Telecommunication Corporation. Cleopatra has over 15+ years of professional experience including enterprise risk assessments and internal audits. She is a member of the Chartered Bankers Institute in Scotland and Information Systems Audit and Control Association. She obtained the Charted Banker MBA, Certified Internal Auditor (CIA) and Certification in Risk Management Assurance (CRMA) designations. She is the President Elect of the IIA Bahamas Chapter. Cleopatra enjoys exercising and music.

Holland Grant Holland Grant is the Acting Chief Operating Officer of The Bahamas International Securities Exchange (BISX). During his time at BISX, Holland has focused on capital creation and market transparency amongst other areas. Holland has previously held positions at Insurance Management Bahamas Ltd. and at The Bahamas Entrepreneurial Venture Fund Ltd. Holland has a Masters in Business Administration Degree from the Rotman School of Management at the University of Toronto with a focus on Entrepreneurship and Finance and a Bachelor of Commerce Degree (Finance) from Dalhousie University. He is also a

Part-time Lecturer in the School of Business at the College of The Bahamas.

Emmanuel O. Komolafe FICA, FLMI, ACIS, AIRC, CIRM, ACS, LLM, BSc (Econ), O.N.D, Int. Dip. (Comp. & AML)

Emmanuel O. Komolafe is the Chief Risk Officer at Colina Holdings Bahamas Limited and Head of Risk & Compliance at Ansbacher (Bahamas) Limited. He holds qualifications in Accountancy, Business Economics, Compliance and AML from the Lagos State Polytechnic, University of Buckingham and the International Compliance Association (ICA)/University of Manchester. He also holds a LLM - Master of Laws with merit specializing in banking law, securities regulation and international trade law from the University of Buckingham, UK. A Fellow of the International Compliance Association (ICA) and Life

Management

Emmanuel O. Komolafe continued Management Institute, Emmanuel is a professional member of the Institute of Risk Management (IRM) and the Institute of Chartered Secretaries and Administrators (ICSA) in England. Emmanuel is a former Policy Officer (Central Bank of The Bahamas) and Group Compliance Officer (AF Holdings Ltd) with years of experience in corporate governance, corporate administration, policy making, enterprise risk management and compliance. Emmanuel is the Chairman of the Insurance Advisory Committee and currently serves as the Deputy Chairman of the Bahamas Insurance Association. He also serves as a member of the Government’s FATCA Advisory Working Group as well as subcommittees of the Bahamas Financial Services Board. Emmanuel is a former Vice President of the Bahamas Association of Compliance Officer. He is a former Director of the IIA Bahamas Chapter. He is happily married to Arinthia S Komolafe and the couple is blessed with three children.

Edgar O. Moxey Jr., FCCA, CA, CIA, CFE, LLB (Hon.)

Edgar O. Moxey Jr. is an Assistant General Manager and Chief Internal Auditor at The Bahamas Electricity Corporation. He is also a founding member and Past President of the IIA Bahamas Chapter. Edgar attended the London School of Accountancy and Emile Wolf FACT College where he completed the Association of Charted Certified Accountants (ACCA) designation.

Edgar’s career in accounting started at Peat Marwick (KPMG) in 1979 and continued at Thorne, Ernst & Whinney in 1981 until 1988 when he joined the Bahamas Electricity Corporation as the Internal Auditor. Edgar is also a licensed member of The Bahamas Institute of Chartered Accountants and served in various positions as Council member, Registrar, and 1st vice President. He completed his LLB (Hon) degree from the University of Wolverhampton in October 2007. He completed the Eugene Dupuch Law School September, 2009 and was called to the Bahamas Bar in October, 2009. Edgar’s commitment to professional development is evident in the time and service provided to the various accounting, auditing, and legal bodies in the Bahamas. Edgar is married to the former Iris Johnson. He is the father of three children. He believes that hard work and discipline are the keys to success. He has an entrepreneurial spirit and a passion for learning and teaching.

Program Facilitators Bios

Program Facilitators Bios

Davine Rolle, CPA, CA, MBA

Davine Rolle is the newly appointed Fraud & Loss Prevention Manager at Bank of The Bahamas, previously serving as the Bank’s Internal Audit Manager. She has also held the position of Senior Client Accountant at Ansbacher (Bahamas) Limited. Davine began her career in the Audit department at Deloitte & Touché (Bahamas). Davine has over 13 years of professional experience, is a licensed Chartered Accountant (CA) by Bahamas Institute of Chartered Accountants, Certified Public Accountant (CPA), and holds a Master of Business degree from

Nova Southeastern University. She is also the Vice President - CPE & Education of the IIA Bahamas Chapter.

Nekeisha T. Smith, CIA, CPA, CA

Nekeisha Smith is the President of The Institute of Internal Auditors – Bahamas Chapter and Co-founder and Deputy Managing Director at The Solutions Group, a boutique consulting firm. She is a seasoned business advisory professional with over 12+ years of experience in big four public accounting including assurance and advisory throughout the United States, Bahamas, Bermuda and Cayman Islands. Nekeisha is a uniquely trained professional with a passion for knowledge sharing and developing others, her specialty areas are Corporate

Governance, Enterprise Risk, Internal Audit and Internal Controls. Nekeisha is a former Ernst & Young (EY) Senior Manager, spent 3 years working at the EY New York office and also led Risk Advisory Services for the EY Bahamas office for 6 years. Nekeisha is also a St. Augustine’s College alumni, former Most Distinguished Junior Achiever and graduated with a BBA Accounting with Distinction from The College of The Bahamas. She is a licensed Chartered Accountant (CA) by The Bahamas Institute of Chartered Accountants, Certified Public Accountant (CPA), Certified Internal Auditor (CIA), wife of Shawn R. Smith CA, CPA and mother of Akeil, Chelsea and Jayden.