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Diploma in CorporateGovernance
Comprehensive | Online | 30 Hours
Extraordinary Leaders Exceptional Boards
GOVERNANCEINSTITUTE
THECORPORATE
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Your ChallengeStay Relevant Getting You CertifiedWho is Diploma in CG for?What Will You Learn?What Does the Course Cover?How You Learn?
In this document ....
The Corporate Governance Institute
Providing globally recognised skills to aspiringand existing board members.
Your Challenge
The world of corporate governance is ina state of constant evolution asregulation continues to evolve at anever-increasing rate.
Expectations have never been higher.
Keeping on top of this complexity is aongoing challenge.
Our courses are developedby corporate governanceprofessionals for boardprofessionals
Based on extensive boardexperience, research &insights from our advisorywork as well as publishingtop-selling books on thetopic, our courses provide athorough guide and a seriesof practical resources forcorporate governanceprofessionals
GOVERNANCEINSTITUTE
THECORPORATE
Created and delivered by board directors for boarddirectors, the Diploma in Corporate Governance providesaccess to the latest thinking and methodologies beingused at the world's most admired boards.
If you are new to the world of boards, the Diploma inCorporate Governance is the most direct route tobecoming an efficient and effective board director.
Our experienced team of professionals clearly explainwhat is required to identify and fulfil your role and howyou can make a positive impact on the business.
Our courses are always up to date, keeping you relevant.
Stay Relevant
GOVERNANCEINSTITUTE
THECORPORATE
Why Choose Certification? Certification brings credibility towhat you have achieved to date,giving you greater confidence tobe a voice of authority
Diploma in Corporate GovernanceCertification demonstrates yourcompetence and ambition tocurrent and future employers
Accreditation proves your abilityand desire for Life Long Learningas well as personal development,leading to new opportunities
Provides you with the opportunityto traverse the globe as youpursue your career as a corporategovernance professional orcompany director.
Credibility
Opportunity
Growth
Recognition
As oversight continues todominate how businessesoperate, Certified BoardMembership ensures that youcan stand out as an authoritybased knowledge, expertiseand governance insight.
The Corporate GovernanceInstitute has developed aCertification Framework,ensuring your real-world skillsget recognised and rewarded.
GOVERNANCEINSTITUTE
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Who is this Diploma For?Risk & ComplianceProfessionals
Company Secretary's
Business professionals whowant to develop a careeras a Non Executive Director(NED)
Aspiring CompanyDirectors
Existing Company Directors
Organisations who need tounderstand howgovernance works
Business professionalslooking for a careerchange
Existing NED's upskilling toChair
Newly appointed Directors
VC's , Startups, SME's andEnterprise organisations
GOVERNANCEINSTITUTE
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How to start your journeyas a director / governanceprofessional
How to prepare for acareer as an NED
How to assess thegovernance of anorganisation
How to report to boards asa senior executive
Risk Analysis
How boards work
How board committeeswork
What information a boarddirector needs to know todo their job
How to make an impact inthe boardroom
Board Reporting
Culture & Ethics Issues
What Will You Learn?GOVERNANCEINSTITUTE
THECORPORATE
We provide you with a range of tools,techniques, templates, case studiesand videos that will bring your learningexperience alive throughout theprogramme.
We will bring the latest technologies,design and creativity to make yourlearning experience unique.
It will feel like you are in the Boardroom.
We can deliver this on your desktop,tablet or mobile.
How Will You Learn?
Modules Diploma in CorporateGovernanceWe provide you with all of the toolsrequired to become a smarter and moreeffective board director. On completion,you'll better understand board dynamicsand be in a stronger position to add valueto the board. The modules are thepractical building blocks of knowledge foryour career development
Introduction to CorporateGovernance
Governance Architecture
The Company Director
Culture
The Governance Handbook
Reporting
Financial Matters
Risk
Evaluating Performance
The Non Executive Director (NED)
GOVERNANCEINSTITUTE
THECORPORATE
Introduction toCorporateGovernance
Main ConceptsGovernanceEvolutionBackgroundCGI - Principle of Accountability CGI - Principle of FairnessCGI - Principle of Transparency
This module provides a clear and conciseoverview of the world of corporategovernance, its development and itsimportance to the modern businesslandscape.
It provides you with a broad understandingof the complexity of corporate governanceand why it is vital for the success of allorganisations, irrespective of size and sector.
BenefitsImproved performance Reputation and trustInvestor confidenceAccess to capitalForeign direct investmentQuality of directorsStakeholder support
RegulationOverviewRole of regulatorsObjectivesImplement laws Enforce laws
Sectoral CodesCodesBasic principlesTypes of CodesVoluntary codesMandatory codesComply or Explain
Global TrendsEnvironmental, Social andGovernance (ESG)Corporate PurposeCorporate CultureHuman Resource ManagementDiversityActivismRegion dimension
CGI* DevicesCGI QuadrantCGI Governance Maturity ModelCGI Governance HandbookCGI Virtual Board ModelCGI 7 Cultural values
Module 1
*CGI = Corporate Governance Institute
GovernanceArchitecture
ContextOrganisation SizeScale & complexityGeographyRegulatory environmentBusiness modelGrowth rateStakeholders
The governance of every organisation isunique, given its heritage, culture and thesector in which it operates.
This module will ensure that you arepositioned to develop the appropriategovernance structures as your organisationgrows, providing pointers as to when andwhat frameworks need to be put into placefor success.
It will help you in understanding all themoving parts and how they fit together.
BoardFormal GroupStructure and sizeCommitteesRole and responsibilitiesMatters reserved for the BoardComposition and DiversityCollective ResponsibilityAllocating responsibilitiesRole of Board vs Executive
CommitteesPurpose Terms of ReferenceRole of Committee ChairsTypes of CommitteesExternals on Committees
Executive Organisation chartCompositionRoles & responsibilities Terms of reference (TOR) Authority of the CEO
Board RolesChair Senior Independent Director Non-Executive Director Executive Director ShadowNominee De factoAlternateObserver Company Secretary CEO
Module 2
The CompanyDirector
Legal DefinitionDefinition of a company directorRationale to be a company directorEligibility to be a company director
The role of company director can berewarding and onerous in equal measure.
It is a role that requires professionalcommitment due to its significant corporateand fiscal responsibilities.
We will take you through all you need toknow to be a director so that you can makea real impact.
Essential KnowledgeLevel of ExperienceStrategy & Business PlanningFinanceRisk and ComplianceDigital & ICTInsuranceRegulationGovernance
Due DiligenceLegal StatusConstitutionShareholding structureSize & StructureGovernanceRegulatory EnvironmentBoard and ExecutiveKey ExecutivesStrategyFinancial performanceOperating performanceRisk
AppointmentTermRationaleRole Contract of ServiceLetter of AppointmentFee and ExpensesInductionProfessional Development
ResponsibilitiesPrimary dutyDuties to the companyFiduciary dutiesDuties to creditorsDuties to minority shareholdersOther dutiesConsequences for breach of duties
End of TermRotationResignationRemovalReasons for removalProcess for removal
Module 3
CultureMain Concepts
Concept cultureValue of a positive cultureCGI Cultural Values Behaviour and Responsibility
The culture of an organisation is shaped bythe board along with the executive team. This module explains the importance ofaligning the culture of the board with theorganisation and its strategy.
Underpinning the organisation culture, theboard needs to set out its stall on thesupporting ethical framework to guide thebehaviors of directors and staff.
Shaping CultureCascade EffectRole modellingBehavior in the BoardroomRole of the CEOCulture on the agendaChair / CEO relationship
CGI 7 Cultural Values Leading from the Front Aligning values and incentivesOpenness and TransparencyEmbedding & IntegratingBeing accountableValue of measurementStewardship
Cultural DiagnosticLeading from the frontAligning with our valuesStriving to be open Being accountable Fair incentive Value of measurement Role as stewards Identify the gapsClose the gaps
EthicsConcept of ethicsEthics and the roles of boardsEthics PolicyEthics in PracticeEthical ChallengesGood Faith reporting
Module 4
The GovernanceHandbook
OverviewPurposeLegislation & RegulationConstitutionGovernance CodeGovernance ArchitectureBoardCommitteesEXecutive
Once the governance framework is in place,the board then decides how the board willoperate and the appropriate policies andprocesses required to make it work on a dayto day basis.
These policies, procedures and strategiesdiffer by industry.
All these will form part of the BoardGovernance Handbook, the rulebook fordirectors.
Board OperationsAnnual Board WorkplanReporting cycleDecision MakingBoard Minutes Technology
Meeting SupportInformation distributionInformation storageSecurityPlatforms
PoliciesPurposeReserved MattersCode of ConductCode of EthicsBusiness ContinuityConflict of InterestEquality, Diversity and
Registers of Directors InterestsData ProtectionHealth and SafetyWhistleblowingReserves policy
Inclusion
Module 5
ReportingPurpose
OverviewAccountabilityProcessesQuality
Reliable and accurate performancereporting is critical for directors to makeinformed, evidence based decisions.
This module clearly explains in detail, theinformation and supporting processes thatdirectors need in order to perform efficiently.
We also provide a number of reportingformats for directors to understand whatbest in class and user friendly fashionreporting looks like. Planning
Objectives & PrioritiesAnnual WorkplanChair, Co Sec, CEO inputsOther inputs
OutcomesClarity on outcomes neededClarity on decisions requiredInformation requirementsPlanning the agendaAnnual review of information
TechnologyTechnology supportsCommon technologyCGI Virtual Board MeetingModel
Meeting TypeGeneralExtraordinaryBoard CommitteeExecutiveAnnual Review of informationConcept of ‘adequacy of boardinformation’
Conducting theMeeting
LeadershipGround rulesAppropriate environmentManaging the agendaMember engagementDecision makingRecap on decisions made
Follow-ThroughMinute takingReview & DistributionAction points Director feedback
Board DynamicsThe Board as a CollectiveBehaviour competenciesManaging conflictPersonalities and TalentDiversityGroupthink
Module 6
FinancialMatters
ContextRegulationStatutoryReporting formatsAccounting Standards
All directors should be able to read andunderstand management accounts andfinancial statements.
This module will help to interpret financialstatements.
You will learn how to identify and critique therelevant areas of the financial statementsthat relate to company operations.
DutiesAdequate RecordsAccounting policiesManagement accountsStatutory financial statementsTrue and fair viewDirector's report Compliance Statement
FocusBalance SheetProfit & LossCash flowSolvencyLiquidityGross MarginTax complianceFinancial Systems
DifficultyTell tale signsGoing ConcernsFraudulent & Reckless tradingExaminershipReceivershipMembers Voluntary Winding UpCreditors Voluntary Winding UpCourt Winding UpRestrictionDirector's disqualification
AuditStatutory Audit Auditor SelectionAudit ProcessRotationRemoval of AuditorsAudit Report and other mattersAudit exemption Internal Audit
Module 7
RiskMain Concepts
Concept of riskCategories of riskComplexity of risk
The world is now operating in a much morecomplex risk environment, for both thecompany and you as a director. This is inaddition to the normal risks that anyorganisation faces.
This module ensures that you, as a director,are in a position to provide the appropriateoversight of risk around the boardroom tableand to be able to ask intelligent questions.
Risk OversightRisk CommitteeRisk Appetite Risk ToleranceRisk PolicyRisk Process
Mitigating RiskTypes of riskRisk registerRisk templatesMitigating actionsRisk templates
Monitoring RiskConceptReportingFormatHeat MapsEscalation
Module 8
EvaluatingPerformance
RationaleRegulatory requirementGood practiceMonitor performanceRange of benefitsPerformance RisksDirector DevelopmentFailure to Evaluate
The systematic and ongoing evaluation of theperformance of the board, the individualdirectors and the CEO are vital to improvinggovernance.
Regulated entities such as financialinstitutions, charities, state funded andhealthcare organisations, require these to bedone on a regular basis.
This module clearly explains how to initiateand implement an evaluation of a board onan internal or external basis.
Board as aCollective
Assessment FocusCulturePerformance measurementCompositionOversightSuccession Planning
Directors asIndividuals
Assessment FocusContribution & ImpactObjectivity & Independence
CEO as anIndividual
Assessment FocusLeadershipDay to Day OperationsCulture
Evaluation MethodsSelf-evaluationSurvey360 ReviewsWorkshopsInternal External
PerformanceDiagnostic
BoardDirectorCEO
Module 9
The NonExecutiveDirector (NED)
PrepareBoard memberSelf AssessmentProfileNED Career strategy
The road to being a successful Non ExecutiveDirector (NED) needs to be carefullyplanned.
This module will help you to formulate, in asystematic manner, your own personal planfor a career as a director or NED.
The earlier you think about this the better.This module specifically starts you on theprocess of accelerating your NED career.
PromoteVisibilityNetworking StrategyThe Search
AnalyseDue DiligenceLegal statusConstitutionOwnershipBoard & CommitteesExecutiveRegulatory EnvironmentStrategy & Business planFinancingFinancial and operationalperformance
Inform SourcesWebsitesCompany filingsAnnual ReportsInterviews - former directors &staffSocial MediaRegulator websitesIndustry Sources
Decision TimeCritical QuestionsMotivation Fit with NED career planDirectors and Officers Insurance
Making an ImpactFirst Board meetingBeing on top of the briefMaintaining relevance
Module 10
Talk to us today to accelerate your career.
Email: [email protected]: TheCorporateGovernanceInstitute.com
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