Training Course on Corporate Governance and Administration-Rwanda

About the Course

Corporate governance is a topic of increasing importance in strategic management. It is the set of policies, processes and customs by which an institution is directed. How an institution is governed influences rights and relationships among organizational stakeholders, and ultimately how an organization is managed. Corporate governance focuses on assessing the effectiveness and execution of governance roles and responsibilities from a variety of angles – the board of directors, senior management, and other stakeholders. This course gives a thorough grounding in the processes by which organizations align their resources, systems and employees to strategic objectives and priorities.

Target Participants

This course is aimed at non-executive directors; board members; chairs of organizations, chief executives, company secretaries, heads of organizations; professionals, practitioners, and managers in corporate investment, as well as leaders in state owned enterprises, public, voluntary, and non-profit organizations.

What you will learn

By the end of the course the learner should 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.
• Implement a performance measurement structure for individual directors and the board as a whole.

Course duration

5 days

Course Outline

Module 1: Introduction: Corporations and Corporate Governance

• Business ownership
• Separation of ownership and control
• History, definition and principles of corporate governance
• Why corporate governance matters
• Benefits of good corporate governance
• Systems of corporate governance
• Corporate governance issues at family owned firms
• The theoretical framework and worldwide developments of corporate governance
• The international corporate governance framework 

Module 2: The Board of Directors

• When should a board be created?
• Why boards are so important.
• Understanding the difference between the board and management
• Board size, composition, and evaluation 

The role and authority of the board.

• Corporate purpose and strategy
• Corporate risk
• Corporate culture and ethics
• Balancing the interests of shareholders and stakeholders
• Engaging with stakeholders 

Module 3: 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 

Running an Effective Board Meeting

• How to run an effective board meeting
• Meeting agendas
• Minutes
• Schedules 

Module 4: Shareholders and Shareholder Activism

• The international perspective;
• The role of non-executive, independent directors on the board as activists
• What is shareholder activism?
• Activism by individual, large, and institutional shareholders
• Potential roadblocks to effective shareholder activism 

Executive and Non-Executive Compensation and Incentives

• Introduction: key principles
• Non-executive remuneration
• Executive remuneration and incentive structure
• Remuneration strategy
• Remuneration level
• Remuneration structure
• Types of compensation
• Crime and punishment 

Module 5: Corporate Takeovers: Mergers & Acquisitions

• Mergers & acquisitions overview
• Mergers & synergy
• Acquisitions
• Takeover defenses
• International perspectives 

Performance Management

• A focus on continuous improvement
• The role of performance management in organizations
• Communicating team purpose and clarifying personal contributions
• Establishing smart objectives and measure them
• Planning, prepare and conducting successful performance reviews
• Management behaviour and outcomes 

Risk Management

• Risk management: overview and definition
• Risk management and the board
• Enterprise-wide risk management (ERM)
• Comprehensive risk reporting 

Module 5: Corporate Social Responsibility

• A changing world for companies
• The stakeholder view of the firm
• The concept of corporate social responsibility
• International aspects of corporate social responsibility
• The criticism of corporate social responsibility 

Building Engagement and Commitment

• Leadership styles and team interaction
• Building a team culture around trust
• Motivation and engagement
• Identifying areas of development for individuals and teams to improve performance
• Diagnosing work-teams
• Foundations of transformational leadership