Certificate In Building High Performance Boards

Certificate In Building High Performance Boards 8 – 10 December 2013 • Kempinski Hotel, Mall of the Emirates, Dubai, UAE

An Interactive Information Course Covering The Essential Components And Practices Of High Performing Boards In The Regional And International Context

Key Learning Objectives •

Understand the key regulatory and business aspects and models affecting a Board’s formation, evaluation and succession

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Discuss the range, duties and liabilities of the roles that individuals and groups play within Boards

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Analyse the attributes of good and poor performing directors and Boards

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Understand how tension and dilemmas within the Board are both positive and negative forces

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Determine how Boards can effectively govern on issues such as risk, leadership, performance, strategy and control

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Review the impact of international events, regulatory and industry reports, and harmonisation debates

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Debate special issues regarding family companies, state owned enterprises, nominee directors, etc

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Engage with other directors and governance professionals in a workshop environment which tests assumptions, knowledge and the practical impact of governance change

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Delegates are required to bring their laptops to the course for the assessment on the last day

About Your Expert Course Director

The George Washington University School of Business, IIR Middle East’s Academic Partner, is dedicated to excellence: in its teaching and research about management, in the public and private sectors, within the United States and internationally.

The school has a 75 year history of preparing men and women for leadership in both the public and private sectors. Known internationally for its dedication to academic excellence, the school draws students from all parts of the United States and around the world.

Beyond first class teaching and scholarship, the school’s faculty offers practical experience in the issues and challenges confronting business and government. Its research centres link faculty and students with US and international business and government organisations. Recent distance learning initiatives have expanded the school’s global reach.

Course Requirements And Certificates Delegates must meet two criteria to be eligible for an IIRME/GW Certificate of Completion for a course: 1. Satisfactory attendance – delegates must attend all sessions of the course. Delegates who miss more than 2 hours of the course sessions will not be eligible to sit the course exam 2. Successful completion of the course assessment

Sharon Ditchburn is a Certified Practicing Accountant, Chartered Secretary, and holds legal qualifications from Australia, as well as an MBA specialising in Corporate Governance, Entrepreneurship and Strategy. She is one of the few individuals in the GCC certified by the IFC/ World Bank to deliver their Director Development Programmes, and has been delivering Corporate Governance advisory and training programmes throughout the GCC since 2005.

Sharon has wide ranging experience at senior management level, including as a CFO and Company Secretary in Australia and the UAE. Since 2004, she has worked with a wide range of listed, private and government owned enterprises in the GCC, including financial institutions, stock exchanges, private industrial firms, government departments and family owned businesses. Sharon is also an Authorised Individual by the DFSA with various regulated entities, including investment banks, brokerages, trust companies and wealth managers.

Sharon is a Member of the Australian Society of Certified Practicing Accountants, Australian Institute of Company Directors, Chartered Secretaries Australia, ICSA (UK), Australasian Compliance Institute and Association of Certified Anti Money Laundering Specialists (USA). She is also a recipient of the Solvi Stenbro Prize.

Course Overview

High performing Boards are adept at monitoring changes in the governance needs and requirements of their companies, dealing with difficult issues, and selectively supporting and challenging their management teams.

The Board’s selection and success in adopting governance styles, practices and actions is highly contingent on the company or entity’s maturity, development stage, crisis situations and future strategic plans.

Delegates who do not meet these criteria will receive an IIRME Certificate of Attendance. If delegates have not attended all sessions, the Certificate will clearly state the number of hours attended.

Covering the range of entities from listed, government owned, family and not-for-profit businesses, the course is designed to create a forum for information sharing, discussion, debate and development of new thought processes and tools for the Board.

Course Assessment

Delegates will progress through a Board lifecycle which is representative of a common Board or director’s experience, from formation/renewal, performance, assessment and succession.

At the end of the course, there will be a multiple-choice exam of straight-forward questions based upon the content covered during the course. A pass mark of 50%, in addition to a perfect attendance record and active participation during the course sessions is required to be awarded the Certificate of Completion from The George Washington University/IIR ME. Should you wish not to take up the test, you will receive a Certificate of Attendance from IIR ME based on your full attendance of the course.

Would you like to run this course in-house?

The in-house training division of IIR Middle East Tel: +971 4 407 2624 • Email: CTS@iirme.com www.iirme.com/cts

Each section considers appropriate models, tools, practices and actual case studies which provide examples, provoke discussion and create awareness of broader issues.

Whilst it is expected that delegates have a broad knowledge of governance concepts, key governance models will be reviewed in light of local business and regulatory conditions and standards.

Who Should Attend?

This course is specifically designed for Chairmen, Boards, company owners, institutional shareholders, CEOs and senior management (legal, audit, accounting, compliance and risk), and governance professionals who are involved and contributing to the formation and performance of Boards, committees and directors.

“Sharon is very well experienced when it comes to Board of Director relations and Corporate Governance issues.The discussions we had on the course were intensive and fruitful. She used videos, role plays and exercises to explain the course content.”

Shnaneh Ali, Manager – Group Compliance, Dubai Properties Group, UAE

T: +971 4 335 2437 F: +971 4 335 2438 E: register@iirme.com W: www.iirme.com/boards

Certificate In Building High Performance Boards 8 – 10 December 2013 • Kempinski Hotel, Mall of the Emirates, Dubai, UAE Course Timings Registration will be at 07:30 on Day One. Course sessions will start promptly at 08:00 and end at 14:30. There will be two short breaks for refreshments and lunch will be served at the end of each day’s sessions.

Day One Corporate Governance – Introduction • Refresher on Corporate Governance concepts • Update on international and regional models and their regulators - OECD, IFC, Basel, GCC models and codes - Regulatory bodies and powers, including post-GFC changes - “Best practice” models, including King III, OECD State Owned Enterprise • Recent reports, guidance notes and consultation papers - EU Actual Plan Dec 2012 – Modernisation of company law and enhancement of Corporate Governance - Banking reports – Barclays 2013 reports, FCIC - IFC reports on MENA Board Appointment/Renewal • Regulatory requirements – size, qualifications, “fit and proper”, independence • Identifying the Board’s requirements - Recent studies and data on profiles of effective Boards - Skills gap analysis - Diversity - Strategic fit with the entity’s objectives • Recruiting new directors - Identification methods and resources - Skills assessment and profiling - Getting to “yes” - Documentation – services contracts, insurance, conflicts, confidentiality - Induction • Dilemmas and issues of the new director - Personal “fit” with the Chair and Board - First steps when joining new or established Boards - Establishing relationships with management Exercises 1. A family contrast – two family construction companies prepare for radical change 2. Forming a new Board under pressure – the Barclays and Damas outcomes

Day Two Board Performance • Director duties – regulatory change and the legal environment - Definition of duties - The UK enlightened shareholder approach - International case law on duty of care, nominee directors, conflicts of interest - Dealing with regulatory enquiries and investigations • Ownership issues - State-owned enterprises and social agendas - Material shareholder influence and control - Nominee directors - Transparency and disclosure • The Boardroom - Effective meetings – physical, circular, teleconference techniques - Effective Chairmanship - Power plays – the sources and benefits of power, positive tension, collective performance, ethical dilemmas - Dealing with difficult directors – personality profiles, defusing situations, getting the best from directors - Controlling and monitoring conflicts of interest, confidentiality - Dealing with crisis situations - Documenting decisions and dissent, communication and follow-up - Documenting procedures and policies, how much is enough, regulatory expectations, binding versus advisory

Exercise A state-owned enterprise is semi-privatising by selling a controlling equity stake to a listed US company. The Board is about to undergo significant changes in directors and possibly Chairmanship, expectations of performance, policies and reporting to stakeholders.

• • •

Committees and subsidiary Boards - Formation, balance and delegation of duty - Performance and reporting Working with management - Division of delegations and responsibilities Monitoring performance – how to get relevant and concise information for decision making, delivery of value to stakeholders - Risk and controls – how to monitor risk, information sources, risk budgeting, compliance and risk reporting, whistleblowing - Roles and interaction with the governance and control departments

Exercise A telecommunication company is changing its committee structure after a change in Board and making rapid structural changes to its group throughout the MENA region. New management has been appointed in several countries, and a risk programme is required to obtain directors’ and officers’ insurance.

Day Three Board Evaluation • Common evaluation models and processes - Processes and timelines - Avoiding common risks and problems - Alternative tools for analysis • Evaluation results - Reporting formats - Confidentiality and mandatory disclosures – regulators, stakeholders - Outcomes – the development plan, establishing KPIs, how to remove/replace poor performers Board Succession • Setting the parameters – timing, skills, levers/events • Preparing the next generation of directors Exercises: 1. The regulator has issued a circular requiring more extensive reporting on Board performance and evaluation in the Corporate Governance Report published for shareholders and on the stock exchange. The Board has not conducted an evaluation and has not set KPIs 2. Various dilemma scenarios based on recent press articles Examination – Delegates are required to bring their laptops to the course for the assessment on the last day

“Sharon is on top of the topics covered on the course. She is fully familiar with the contexts of the Middle East region. She has a smooth and easy-to-understand way of communicating.The course covered a range of topics across various industries.”

Ebrahim Ali Hashem, Senior Advisor – Business Strategy, ADCO, UAE

“Sharon is extremely knowledgeable with a vast range of experience.Very interesting anecdotes were shared with the team on the course.”

Lamis Al Hashimy, Head of Investor Relations, Dubai Holdings, UAE

T: +971 4 335 2437 F: +971 4 335 2438 E: register@iirme.com W: www.iirme.com/boards

Certificate In Building High Performance Boards 8 – 10 December 2013 • Kempinski Hotel, Mall of the Emirates, Dubai, UAE FIVE WAYS TO REGISTER IIR Holdings Ltd. P.O Box 9428 Dubai, UAE

+971 4 335 2437 +971 4 335 2438 register@iirme.com

www.iirme.com/boards

DISCOUNTS AVAILABLE FOR 2 OR MORE PEOPLE CALL – +971 4 335 2483 E-MAIL – a.watts@iirme.com WEB BC5166 Event Certificate In Building High Performance Boards 8 – 10 December 2013

Course Fee Before 22 September 2013

Course Fee Before 13 October 2013

Final Fee

US$ 3,095

US$ 3,395

US$ 3,495

WOULD YOU LIKE TO RUN THIS COURSE INͳHOUSE?

Course fees include documentation, luncheon and refreshments. Delegates who attend all sessions and successfully complete the course assessment will receive an IIRME/GW Certificate of Completion.

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Due to unforeseen circumstances, the programme may change and IIR reserves the right to alter the venue and/or speakers.

Event Venue: Kempinski Hotel, Mall of the Emirates, Dubai, UAE Tel: +971 4 341 0000 Accommodation Details We highly recommend you secure your room reservation at the earliest to avoid last minute inconvenience. You can contact the IIR Hospitality Desk for assistance on: Tel: +971 4 407 2693 Fax: +971 4 407 2517 Email: hospitality@iirme.com © Copyright I.I.R. HOLDINGS B.V.

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