The Governance Congress

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20-23 November 2011, JW Marriott Hotel, Dubai, UAE

NEW For 2011!

Critical Topics The evolution of Corporate Governance globally and in the region Implications of the UK Anti Bribery Act and US Foreign Corrupt Practices Act -

Reinvented dual-track programme – strategic and

operational governance All new practitioner speaker line-up Regional and international experts exchanging insights and discussing today’s challenges and best practices More practical case studies and panel discussions The Boardroom Roundtable bringing board members together to discuss key issues in governance More networking opportunities

What does it mean to operations in the region?

Regulatory Arbitrage and Cross-Jurisdiction Compliance Driving a Culture of Good Governance for higher business value The role of Risk and Internal Audit in shoring up governance Bribery, Fraud and Corruption – The appropriate tools and best practices to detect and combat Shareholder Rights and Activism – Is there a potential role in the region?

Corporate Social Responsibility – Does it pay back?

IT and Social Media Governance – Analysing the risks and evaluating frameworks

Strategic And Practical Insights From Keynote International Experts:

Leading Regional Practitioners And Governance Pioneers:

Dr Christoph Van Der Elst, Professor of Business Law and Economics in Tilburg University and Member of the European Corporate Governance Institute, The Netherlands

Mahmood Ali Ahmad Vice President of Board Relations and Corporate Governance Du, UAE

Jan Bladen Chief Operating Officer Dubai Financial Services Authority, UAE

Mark W. Sickles Founding President & CEO National Association of Corporate Directors - New Jersey Chapter and Fellow at Governance & Accountability Institute, USA

Ghassan Nuqul Vice Chairman Nuqul Group, Jordan

Philippe Vogeleer Company Secretary, Nawras, Telecom, Oman

Norman Marks Vice President and Evangelist SAP, USA

Bachir Al Nakib Head of Compliance and Oversight Industrial and Commercial Bank of China, Qatar

David Cafferty Compliance Officer and MLRO, Saxo Bank Dubai Limited, UAE

Patrick Canavan Founder of Canavan Consulting and Former SVP - Global Governance, Motorola and Board Member of the Millstein Centre for Corporate Governance, USA

Tony Jashanmal Group Executive Director Jashanmal Group, UAE

John Garrett General Manager and Group Chief Compliance Officer, National Bank of Abu Dhabi, UAE

Mike Lotzof Principal, Strategic Change and Former Global Head of Compliance Technique, ING Group, France

Jamal Saleh Head of Risk Management Commercial Bank of Dubai, UAE

Luisa Gentile Head of Corporate Responsibility, Vodafone, Qatar

Leonardo Peklar Chairman Socius, Slovenia

Furqan Nasri, Regional Head - Strategic Governance Controls, Siemens, Saudi Arabia

Waddah Ghanem, Chief EHSQ Compliance Officer, ENOC, UAE

Plus! 5 Essential Workshops Not To Be Missed A Back To Basics: The Fundamentals Of Corporate Governance B The New Board: Improving Performance And Making Boards More Effective C Sustaining Your Family Business Through Good Corporate And Family Governance D Introducing And Implementing An Effective IT Governance Framework In Your Organisation E Designing A Roll Out Communications Strategy To Support Your Governance And Change Programme

Legal Partner

Associate Sponsor

Axis

Expect More

Official Business Publication

TM

Business Risk Process Risk Technology Risk

Media Partners

– see pages 3,8 and 9 for more details

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Official Arabic Media Partner

Key Themes At A Glance

Stakeholders Shareholder Rights Islamic Governance

Social Responsibility Corporate Communication

Raising Capital

HR & Governance

Board Composition

Roles & Responsibilities Whistle-Blowing

Good Governance Culture Risk Governance

The Board Bribery & Fraud Prevention

Regulation & Compliance Accountability &Transparency

Management AML & Corruption

Internal Audit IT & Social Media Governance

Who Will You Meet And Who Should Attend?

Government and Public Sector

• Ministers, Deputy Ministers, Secretary Generals, Director Generals and

Chairmen • Directors and Senior Officials of: Governance, Performance, Audit, Risk, Finance, Financial Control & Reporting, Compliance, Internal Audit, Account, Legal, Public Affairs, Assurance & Due Diligence, Human Resources and IT

PLUS +

Private Sector

• Chairmen, Vice Chairmen, Board Members, Legal Counsels and Company Secretaries

• CEOs, Presidents, CFOs, CSOs and COOs • Chief, Managing and Executive Directors of: Risk Management, Audit,

Fraud Prevention, Anti-Money Laundering, Compliance & Regulatory Affairs, Internal Control, Supervision, Operations, Assurance, Corporate Affairs, Accounts, Due Diligence, IT, Marketing, HR and Investor Relations

Professionals with responsibilities and interest in Governance from the following industries: Oil & Gas, Healthcare, Life Sciences & Pharmaceuticals, FMCG, Manufacturing, Electronics, Finance and Financial Services, Telecommunication, Utilities, Industrial, Real Estate and Construction, Aviation, Legal Services, Consulting Services, and Governance Recruitment Services

Organisations That Have Attended:

Abu Dhabi Basic Industries Corp. • Abu Dhabi Commercial Bank • Abu Dhabi Islamic Bank • Abu Dhabi Ports Company • Abu Dhabi Urban Planning Council • Agthia • Al Khodari Holding Co. • Al Tamimi & Co. International Ltd. • ALDAR Properties • Amaken United Real Estate Co. • American University of Dubai • Averda Servus • Bahrain Islamic Bank BSC. • Bahrain Petroleum Co. • BP Egypt Oil Co. • BUPA Arabia • Capital Market Authority • Capital Markets Authority • Citadel Capital • Department of Municipal Affairs • Dubai Airports • Dubai Electricity & Water Authority • Dubai World Central • Emirates National Oil Co. Ltd. • Etihad Etisalat Mobily • Etisalat • Global Investment House • H. Pierson Associates Ltd. • Hydra Properties LLC • Kuwait Investment Authority • Kuwait Petroleum Corporation • M.H. Al Shaya Co. WLL. • Maaden Saudi Arabian Mining Co • Ministry of Finance • Ministry of Oil & Gas • National Bank of Abu Dhabi • National Bank of Fujairah • National Health Insurance Co. • New Vision for Turnaround Management • Oman Cement Company • Oman Gas Co. • Pt Pertamina Persero, Indonesia • Qatar Sports Investments - QSI • Quintica • Saudi Aramco • Saudi Brothers Commercial Co. • Savola Group • The National Commercial Bank •United Development Co. • United Industries Co.

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Visit www.governancecongress.com to learn more about our speakers and to access videos, white papers, case studies and articles from our speakers and governance leaders register@iirme.com

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The Programme At A Glance November 20 2011

5th Annual – The Governance Congress Pre Congress Workshops Workshop A or Workshop B

November 21 2011

November 22 2011

November 23 2011

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Congress Day One

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Congress Day Two

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Post Congress Workshops Workshop C or Workshop D and Workshop E

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Pre Congress Workshops

Workshop Timings: Registration and coffee will be at 09.00. The workshops will run from 09.30 to 14.30 with two breaks for refreshments.

Lunch will be served at 14.30 at the close of workshops.

Sunday 20 November 2011

Begin your personal congress experience by choosing one of these two practical and interactive workshops led by prominent governance experts: Workshop A

Workshop B

Back To Basics: The Fundamentals Of Corporate Governance

The New Board: Improving Performance And Making Boards More Effective

The Rationale: Corporate Governance is much more than merely a set of documents which Boards approve or a minimum standard of disclosures to outside stakeholders. The financial crisis and the resultant investigations have made it clear that “catastrophic failures of corporate governance” resulted from avoidance or misunderstanding of its true role by various parties who manage or influence organisations. However, the principles of the OECD and other international frameworks of corporate governance are generally agreed to be sound and effective. Hence, the focus has now shifted to how in practice organisations, regulators and industries who self-regulate are willing and able to apply key, ethical, sustainable practices that are derived from and supported by the corporate governance structure.

The Rationale: The Board is collectively responsible for the success of the organisation.

Without a doubt, boards must have well defined roles and responsibilities as well as proper information flow. Board members form a team and collaborate to oversee strategy, compliance, and succession planning in the organisation.

This workshop will, through interactive exercises, explore different aspects to the Board such as: board organisation and leadership, setting strategies, evaluating the Board and directors, structuring director’s induction process, training to the Board and drafting an action plan as a takeaway for each participant.

Learning Outcomes And Benefits: • Know the latest developments in Corporate Governance in the Middle East • Understand the key benefits and business case for Corporate Governance • Learn the fundamental framework of most Corporate Governance Codes and guidelines • Understand how companies implement Corporate Governance initiatives and requirements in practice • Understand the dilemmas which face companies in implementation to improve your ability to persuade and manage change • Know the key basics to assist you in keeping focussed on the overall structure and goals • Utilise some freely accessible tools and guidelines issued by international organisations to make your company more accountable and transparent to key stakeholders • Become a sponsor for corporate governance in your organisation that will put you at the cutting edge of corporate development Who Should Attend: Essential for new directors, governance officers and senior staff who are taking on governance roles such as legal counsel, board secretaries, internal audit, risk and administrators. Excellent update session for serving Directors and experienced governance practitioners.

Workshop Leader: Sharon Ditchburn, Managing Director, Capital Advantage, UAE

Learning Outcomes And Benefits: • Understanding the role of the Board • Describing the real life behind closed doors of boardrooms around the world • Analysing board organisation and talking about at the role of Legal Counsel, Corporate Secretary, and Board Committees • Board leadership: Discussing the role of the chairman • Introducing a board evaluation program: How to design and update an effective and transparent evaluation program • Benchmarking Board members training systems and understanding the importance of collective potential of the Board Who Should Attend: Chairmen and Vice Chairmen of the Board, Board Members, Corporate Secretaries, CEOs and aspiring Board Members Workshop Leader: Leonardo Peklar, Program Director, International Chairmens Forum, UK, and Chairman, Socuis Consulting Inc., Slovenia

Leonardo F. Peklar is a founding partner and Chairman of the Board of Socius International Consulting Network. He is the author and co-author of over 140 articles, presentations, reports and books in the fields of privatisation, commercial law and corporate governance. Leonardo has been serving for over 20 years as chairman or member of different Boards in International Corporations.

He is a member of the European Institute for Corporate Governance, National Association of Corporate Directors in the USA and Mudara Institure of Directors in Dubai. Mr. Peklar works closely with Chairmens Forum, an initiative of Millstein Centre for Corporate Governance and Performance at Yale School of Management, New Haven and coordinates the work of Mediterranean Chairmens Forum, founded in September 2010. Mr. Peklar is professor of Corporate governance at UDG University in Podgorica, Montenegro and visiting lecturer at London Business School in Dubai.

Sharon Ditchburn is a specialist in compliance, governance and AML in the Middle East and founded the specialist advisory and outsource firm, Capital Advantage, in 2004. She is an Authorised individual by the DFSA for investment banks, brokerages, trust companies and wealth managers. Her qualifications include Certified Practicing Accountant, Chartered Secretary, Law (Australia), and an MBA specializing 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 since 2005. Sharon is also a Member of the AICD, Mudara, Australasian Compliance Institute and ACAMs.

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Congress Day One

Moderated By: Sharon Ditchburn, Managing Director, Capital Advantage, UAE

08.30 Registration And Morning Coffee 09.00 Opening Remarks From The Chair 09.15 Keynote Panel: The Evolution Of Corporate Governance From A Niche Concept To A Proactive Business Strategy And The Future Of The Shift In The Region • How did we get here: Exploring the lessons learnt from the financial crisis and the recent developments around the globe and their effect on the region • A regional perspective: What is the direction going forward in developing markets and what is expected to happen next?

• Analysing the trend of corporate governance globally and regionally and the role it plays in preventing another financial crisis • At what pace is the region headed towards good governance and is it fast enough?

Dr Christoph Van Der Elst, Professor of Business Law and Economics in Tilburg University and Member of the European Corporate Governance Institute, The Netherlands He is visiting professor at the University of Torino and the European College and ECGI Research Associate. Dr Christoph is a member of the disciplinary court for the Belgian registered auditors as well as the chairman of the examination commission. He advised the European Parliament and the European Commission, and acted as expert for the Belgian Minister of Economic Affairs, the Permanent Representative of Belgium to the European Union and the Belgian Institute of Belgian Auditors. His work has been published in many academic and professional journals.

Patrick Canavan, Founder of Canavan Consulting and Former SVP - Global Governance, Motorola and Board Member of the Millstein Centre for Corporate Governance, USA Retired from Motorola as the Senior Vice President, Global Governance in 2008 . He has worked with the Governance and Nominating Committee, the Compensation and Management Development Committee, the CEO Search Committee, the Executive Committee and the Board as a whole starting in 1990. He has been on the Advisory Board of the National Association of Corporate Directors since 2002. Prior to joining Motorola, Canavan was Director of Management Training and Organization Development - Europe for Digital Equipment Corporation from 1976 to 1980, in Geneva, Switzerland.

Mark W. Sickles, Founding President & CEO, National Association of Corporate Directors - New Jersey Chapter and Fellow at Governance & Accountability Institute, USA

He is the author of Shareholder Value Assurance - The Cure for Enronitis and The Mark W. Sickles Handbook for Well-Intended Boards and Directors. Mark is also the creator of Shareholder Value Assurance, a “disruptive innovation” increasingly embraced by the business, investment, and lending communities as their common language, common ground, and common cause. Mark has served as adjunct professor and faculty member at The Singapore Institute of Management, American Management Association, and Rutgers University. He currently serves on the advisory boards of Inside The Boardroom at Drexel University’s Lebow College of Business and Rutgers University’s Prudential Business Ethics Center.

Fause Ersheid, Deputy Director General, Abu Dhabi Centre for Corporate Governance, UAE

Fause holds two Masters Degrees in Economics and Finance from the States and has extensive experience in the areas of financial and economic research. He has worked with leading regional and international organizations such as UNESCO, UNCTAD, FEMISE-France, Arab Bank, Palestinian Securities Exchange, Palestinian Monetary Authority, Gruppo di Volontario Civille-Italy and Philip Morris.

Moderated By: Cyba Audi, Managing Director, SABA Communications and Former Senior Presenter and Producer, Al Arabiya TV, UAE 10.15 International Best Practice Panel: Examining The Lessons Learnt From International Success Stories And Assessing Their Relevance To The Region • What lessons can be shared with organisations in this region to facilitate implementation of good governance?

• Are international best practices necessarily good for us: Assessment of their applicability to the region • What sort of challenges are private companies, family businesses, SOEs and NGOs facing when adopting good governance and how are they overcoming these challenges?

Patrick Canavan, Founder of Canavan Consulting and Former SVP - Global Governance, Motorola and Board Member of the Millstein Centre for Corporate Governance, USA Norman Marks, Vice President and Evangelist, SAP, USA He focuses on thought leadership around internal audit, governance, risk management, compliance, enterprise performance, and business intelligence. Prior to Business Objects’ acquisition by SAP in 2008, he was their Vice President of Internal Audit responsible for internal auditing, the Sarbanes-Oxley Section 404 (SOX) program, risk management, and license compliance. Norman has been chief audit executive of major global corporations since 1990, and is a recognized thought leader in the profession of internal auditing. He is the editor of the Corporate Governance column in the IIA’s Internal Auditor magazine and a member of the review boards of several audit and risk management publications.

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Monday 21 November 2011

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11.00 Morning Networking And Refreshment Break 11.30 The Leaders Roundtable: Practical Case Studies And Initiatives From Regional Leaders In Governance Showcasing some of the success stories and practical case studies in driving and implementing good governance in organisations across many sectors and of different types and sizes in the region, this session will look at how the decision to make the transition was made, how principles and codes were transformed to actions and how results were measured and improved upon. Detailing the challenges they faced and overcame and the lessons that can be learnt from their experiences, each speaker will have the chance to present for 15 minutes followed by a 30-minute Q&A session with the moderator and the audience.

Mahmood Ali Ahmad, Vice President of Board Relations and Corporate Governance, Du, UAE

Mahmood’s responsibilities include managing the development, implementation and communication of procedures and guidelines designed to enhance corporate governance, and advising Board Members about their corporate governance responsibilities in the execution of board functions. Prior to joining Du, Mahmood was a consultant at The Executive Office and a house lawyer at the DIFC legal department. He recently participated in the Millstein Center for Corporate Governance and Performance’s annual forum at Yale University.

Ghassan Nuqul, Vice Chairman, Nuqul Group, Jordan

Mr. Nuqul is a member of several government councils and committees, and is personally involved in several local and international business associations and not-forprofit organizations and initiatives. He also served on the Economic Consultative Council to HM King Abdullah II, and participated in developing the National Agenda as Chairman of the Employment Support and Vocational Training Theme. He sits on the Boards of the Kuwaiti Jordanian Holding Co., Integrated Olive Products Co., Delta Insurance Co. and Universal Modern Industries Co.

Moderated By: Fause Ersheid, Deputy Director General, Abu Dhabi Centre for Corporate Governance, UAE 12.30 Spotlight On Regulation And Regulatory Arbitrage In The Region – Operating And Implementing Governance And Compliance In A Multi-Jurisdictional Region • What effect will the global acts and regulations have on the region: Which countries and industries will be most affected?

• What are the specific requirements for regulations in the Middle East and how do we come up with regulations that respond to these requirements?

• How do organisations deal with regulatory arbitrage and the constant change in regulation in the region?

• What role can regional and pan-Arab organisations, including the Arab League, play in tackling the lack of a regional regulatory body to harmonise regulation and standards?

• How does the regulatory body ensure compliance, supervisory and accountability measures and can the gatekeepers exercise their oversight responsibilities effectively?

• Where compliance is not mandatory, how can the codes be used to devise a solid governance structure?

John Garrett, General Manager and Group Chief Compliance Officer, National Bank of Abu Dhabi, UAE Bachir Al Nakib, Head of Compliance and Oversight, Industrial and Commercial Bank of China, Qatar David Cafferty, Compliance Officer / MLRO, Saxo Bank Dubai Limited, UAE Michael Matossian, EVP and Global Head of Group Regulatory Compliance, Arab Bank Group, Jordan Lisa Kelaart-Courtney, Head of Compliance Advisory Services, Clyde & Co, UAE

13.15 Lunch And Networking Break Speaker Hosted Lunch Tables - Enjoy your lunch whilst making the most out of your hour by networking with your industry peers across the region. Lunch tables will also be hosted by some of our leading speakers on the day. Bring lots of business cards!

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Choose one of the available two tracks for the remainder of day one: Track A: View From The Top – Governance As A Business Strategy

Track B: On The Ground - Internal Controls And Compliance

14.1 5 The Role Of Good Governance In Transitioning Organisations And Raising Capital In Emerging Markets • How can a good governance structure help increase an organisation’s value in the market to attract investors?

• How can a robust corporate governance structure help maximise growth potential?

• Analysing how increased levels of transparency and accountability can help lure long-term investments by reducing risk Dr Christoph Van Der Elst, Professor of Business Law and Economics in Tilburg University and Member of the European Corporate Governance Institute, The Netherlands

14.15 Tailoring Strong Internal Controls To Fight Bribery And Prevent Fraud And Corruption Within The Organisation • Overview of regional and international laws and best practices to comply with the new stringent rules and regulations • Detecting and combating operational fraud and corruption • Examining how businesses are exposed to corruption risks and how those risks can be mitigated and managed • Vetting and gauging appropriateness of external advisors and counsels Hassan Nasser, Director - Compliance & Inspection, Dubai Multi Commodities Centre, UAE David Cafferty, Compliance Officer and MLRO, Saxo Bank Dubai Limited, UAE

Philippe Vogeleer, Company Secretary, Nawras Telecom, Oman

Bachir Al Nakib, Head of Compliance and Oversight, Industrial and Commercial Bank of China, Qatar

Furqan Nasri, Regional Head - Strategic Governance Controls, Siemens, Saudi Arabia Moderated By: Leonardo Peklar, Chairman, Socius, Slovenia

Rebecca Kelly, Partner - Regulatory and Compliance, Clyde & Co, UAE Moderated By: Helen Baines, Senior Compliance and Governance Manager, Capital Advantage, UAE

15.00 The Big Picture: Investing In Corporate Social Responsibility And An Ethical Corporate Model As Long-Term Profit-Making Tools • Beyond marketing: Approaching CSR from a governance perspective • Why should you invest in the community?

• How does investment in a good CSR programme pay back in terms of ROI and share price and how is it measured?

• What are the business benefits to becoming a ‘socially responsible’ and ‘ethical’ organisation?

• What sort of activities should the organisation engage in to promote good corporate citizenship and at what cost?

Mike Lotzof, Principal - Strategic Change and Former Global Head of Compliance Technique, ING Group, France

15.00 The Role Of Risk Governance In Ensuring Stability In A Volatile Market And A Constantly Changing Business And Regulatory Environment • Risk and the board: How do you engage with and include the board in forming strong risk management framework? To what extent should the board be involved in setting the company’s risk strategies and mitigation?

• How does risk get reported to the board and how does the board decide on risk appetite?

• Beyond compliance: Considering evolving and emerging threats when calculating risk Norman Marks, Vice President and Evangelist, SAP, USA Jamal Saleh, Head of Risk Management, Commercial Bank of Dubai, UAE

Luisa Gentile, Head of Corporate Responsibility, Vodafone, Qatar Jeannette Vinke, Senior Lecturer, American University of Sharjah, UAE Saleh Hassanin, CSR Program Manager, Zain, Saudi Arabia 15.45 Afternoon Networking And Refreshment Break 16.05 Focus On Family Businesses: Strategic Governance In An Increasingly Competitive Market • How is governance different for family businesses compared to enterprises with public shareholders and investors?

• What are the other alternatives to a board of directors in a family business?

• How can a ‘family constitution’ help resolve possible conflicts within the family and act as a private regulator?

• The important of succession planning in preserving the business governance structure and continuity • Bringing in the outsider: Should the CEO/MD be an outsider or a family member?

Ghassan Nuqul, Vice Chairman, Nuqul Group, Jordan Tony Jashanmal, Group Executive Director, Jashanmal Group, UAE Caroline Fattal Fakhoury, Board Member, Fattal Holding, Lebanon and Managing Partner, Praesta Middle East, UAE Dr Edward Roderick, Co-Chariman and Managing Partner, Envestors MENA Want to learn more? Attend our Family Business Workshop on Tuesday 23 November – See page 8 for details

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16.05 An Insider’s Perspective: The Evolving Role Of Internal Audit In Maintaining A Robust Governance Structure • Aligning audit requirements with management expectations • What role can the Government or regulators play as external auditors?

• Strengthening the role of audit committees and ensuring independence from management in reporting • Who audits whom: Should the rotation of audit firms be mandated by regulation to avoid conflicts of interest?

• Assessing the need for making recommendations in internal audit reports • Should management be encouraged to share action plans to address the issues in question?

Malcolm Walker, General Manager & Group Chief Audit Officer, National Bank of Abu Dhabi, UAE Mostafa Alzou’bi, Head of Internal Audit Directorate, Jordan Telecom Group (Orange Telecom), Jordan Charles Reis, Chief Internal Audit Officer, Yousuf MA Naghi & Sons Group, Saudi Arabia

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16.45 Shareholder Rights And Activism In The Middle East After The Financial Crisis • Evaluating the potential role for shareholder activism in the Middle East • To what extent should shareholders be empowered to take actions without putting the corporate model in peril?

• Educating and empowering shareholders and investors to use governance performance to reward or punish the board Cyba Audi, Managing Director, SABA Communications and Former Senior Presenter and Producer, Al Arabiya TV, UAE Leonardo Peklar, Chairman, Socius, Slovenia Oliver Schutzmann, Head of Investor Relations & Corporate Communications, Shuaa Capital, UAE

16.45 Operational Corporate Governance: Backing Leadership With Critical Actions That Create A Truly Successful EHS Culture And Performance With a growth in the significance of the stakeholder governance perspective and with NGO, the industry at large and the public having greater say and influence over corporate politics and behaviour, safety has become a clearly important key performance measure and indicator.

This session explores the fast-emerging subject of operational corporate governance and explains why more and more senior managers and directors shall need to become more informed of the consequences of their decisions when it comes to safety, the impact these decisions have on the bottom lines and how and why the legal onus of truth shall be upon them. It is also based on a perception survey from a group of very senior managers within critical high risk / high reliability organisations.

Waddah Ghanem, Chief EHSQ Compliance Officer, ENOC, UAE

17.30 Close Of Congress Day One

Congress Day Two

Dr Edward Roderick, Co-Chariman and Managing Partner, Envestors MENA

08.30 Registration And Morning Coffee 09.00 Opening Remarks From The Chair 09.15 The Essence Of Risk For The Board – Defining The Board’s Risk Appetite And Connecting Risk Management To Corporate Governance Jan Bladen, Chief Operating Officer, Dubai Financial Services Authority, UAE 10.15 The Boardroom Roundtable: Discussing Key Issues Facing The Board In The Region Following The Global Financial Crisis • Board composition: Who is in charge of verifying and ensuring independence and segregation of the board as well as a balanced mix of representation, independence, skills and talent?

• Defining the role and responsibilities of the board to avoid overlap and conflict at the executive level • What sits on the director’s agenda? What issues keep the board up at night?

• Minutes of meeting: What is being discussed in meetings and how does the board ensure transparency?

• Board assessment and complementing the gap with independent directors • What types of reports are received and discussed?

• Engaging the non-executive directors in the decision-making process • Empowering and educating the board with ongoing training and development Mahmood Ali Ahmad, Vice President of Board Relations and Corporate Governance, Du, UAE Tony Jashanmal, Group Executive Director, Jashanmal Group, UAE Malcolm Walker, General Manager & Group Chief Audit Officer and Secretary of Board Audit Committee, National Bank of Abu Dhabi, UAE Niall O'Toole, Partner - Corporate, Clyde & Co, UAE Leonardo Peklar, Chairman, Socius, Slovenia 11.00 Morning Networking And Refreshment Break 11.20 The Board And Executives Panel: Joining Forces To Address The Challenges In Driving Good Governance In The Organisation • How management performance should be evaluated and who is in charge of ensuring independence?

• How involved should the board be in the affairs of the organisation?

• Practical governance: what does it mean how do we do what we do?

• What level of and how much information is the management providing to the board?

• Managing and allocating resources to efficiently drive good corporate governance in an organisation • Managing strategically: How can the board work with management to form business strategies?

• Accountability and liability boundaries for executive directors • Management compensation schemes: The ‘say-on-pay’ debate over remuneration and how to build governance into remuneration in a clear and sustainable way Mike Lotzof, Principal - Strategic Change and Former Global Head of Compliance Technique, ING Group, France

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Tuesday 22 November 2011

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12.00 Panel Discussion: Governance As A Culture: Successfully Driving Good Governance From The Top – Down • What are the benefits of driving a good governance culture in your organisation and how is that perceived by your stakeholders?

• What are the different methods, approaches and frameworks to implementing good governance?

• How to get buy-in from top and middle management and successfully drive governance throughout the organisation • What is the value of and how do you ensure your governance code encourages participation and involvement from all stakeholders?

• The impact of a strong culture of risk and compliance behaviour Philippe Vogeleer, Company Secretary, Nawras Telecom, Oman Mike Lotzof, Principal - Strategic Change and Former Global Head of Compliance Technique, ING Group, France Eng. Waddah Ghanem, Chief EHSQ Compliance Officer, ENOC, UAE 12.40 Lunch And Networking Break

Speaker Hosted Lunch Tables - Enjoy your lunch whilst making the most out of your hour by networking with your industry peers across the region. Tables will also be hosted by some of our leading speakers on the day. Bring lots of business cards!

13.40 The Governance Framework Debate: The Drivers, The Benefits, The Costs And The Processes • What are the key drivers to implementing good governance?

• What is the cost of not adopting a good governance structure and does it outweigh the ROI? • How are you doing now: Assessing your existing corporate governance structure and analysing the improvement gap • How to fast track implementation of good governance • Introducing processes for supervision, re-assessment, reengagement and accountability across all stakeholders Sharon Ditchburn, Managing Director, Capital Advantage, UAE 14.25 Achieving A Proactive, Responsible And Comprehensive Communication System With Your Stakeholders And Introducing Governance Change: Shock Therapy Or Gradual Introduction?

• The critical success factors to ensure that your communication system is adequate to support the change initiatives with internal and external stakeholders • Determining the best time to initiate a transition in your organisation and the approaches that should be adopted • Overcoming resistance to change from your key stakeholders • Ensuring your communication system promotes transparency and accountability • Exploring different mechanisms for strategic image, identity, and reputation management Arwa Hamideh, Spokesperson and Co-founder, UAE Financial Services Association, UAE Cyba Audi, Managing Director, SABA Communications and Former Senior Presenter and Producer, Al Arabiya TV, UAE

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Mike Lotzof, Principal - Strategic Change and Former Global Head of Compliance Technique, ING Group, France Oliver Schutzmann, Head of Investor Relations & Corporate Communications, Shuaa Capital, UAE Don’t miss out on our post-congress in-depth workshop on Tuesday 23 November: Designing A Roll Out Communications Strategy To Support Your Governance And Change Programme (see pages 8 & 9 for details) 15.05 Afternoon Networking and Refreshment Break 15.25 Defining And Placing IT Governance In Perspective: Analysing The Risks And Aligning The Concept With The Overall Governance Structure • What is IT Governance?

• How important is it and how does it fit into the governance strategy of the organisation?

• What are the risks associated to implementing new technologies in an organisation?

• What are the available frameworks to facilitate implementation?

• Who are the regulators and how do you achieve e-compliance?

Avinash Totade, Senior Manager of Internal Audit, Dubai Aluminium Company and Vice President, ISACA UAE Chapter, UAE Illyas Kooliyankal, Chief Information Security Officer, Abu Dhabi Securities Exchange, UAE Iain Brown, Head of IT Audit, State Audit Institute, UAE Moderated By: K Senthilvel, Executive Director, Axis Risk Consulting Services, India

16.15 Social Media Governance: Assessing The Risks And Benefits Of Embracing Social Media In The Organisation • How should organisations regulate and manage the use of social media by their staff during work hours as well as during personal time?

• What risks do organisations face, in terms of potential data loss, unregulated communication of confidential information, and loss of productivity on social media?

• How do organisations assess and control new risks associated with the use of social media?

• What is the potential cultural impact of the organisation’s presence in social media?

Ibrahim Elbadawi, Strategic Planning Specialist, Emirates eGovernment, UAE Abbas Alidina, Founder and Director, Logicks, UAE Follow the hashtag #GovCongress on Twitter to interact with the speakers and other delegates 16.55 Governance And Human Resources: Hiring And Retaining A High Calibre Workforce At All Levels For Better Performance • How a clear definition of responsibilities and accountability measures help attract and retain a high calibre workforce • Using recognition tools to motivate your staff to adopt and follow a good governance structure • How involved should HR be in the process of hiring of the board and the remuneration packages?

Furqan Nasri, Regional Head - Strategic Governance Controls, Siemens, Saudi Arabia 17.35 Close Of Congress

Sponsorship Opportunities Participating as a sponsor at The Governance Congress presents you with a unique one stop opportunity to meet with top industry decision makers and position yourself as a market leader. What’s more is that The Governance Congress gives you a platform for a targeted marketing approach to promoting your corporate image, products and services as well as creating greater market awareness.

Please call Mark Butler on +971 (0)4 4072516 or email him at sponsorship@iirme.com for more information on our tailored sponsorship packages

Legal Partner

Associate Sponsor Clyde & Co's first office in the Middle East was established in 1989, following many years of regional client involvement.

Today Clyde & Co is one of the major international law firms in the GCC, with over 140 specialist lawyers and paralegals operating as one unit across offices in Abu Dhabi and Dubai in the UAE, Doha in Qatar and via the associated law office of Abdulaziz A. Al-Bosaily in Riyadh, Saudi Arabia.

A high class event that gathered senior, experienced, knowledgeable speakers who covered the topic perfectly.

971-4-335-2437

971-4-335-2438

Axis

Business Risk Process Risk Technology Risk

225+ professionals, including 12 Partners / Directors and 25 managers; several with professional qualifications / certifications including CA, CPA, MBA, Engineering, CIA, CISA, CFE.

Our Middle Eastern offices provide advice to corporate clients from all over the world, as well as to regional corporates and governments, on their operations throughout the Middle East and Indian subcontinent.

Our approach combines in-depth local expertise and know-how with international law firm standards. www.clydeco.com

Maryam Al Hashimi, Accounts Officer, DEWA, UAE

Axis Risk Consulting, a 100% subsidiary of Genpact, is a specialist risk and compliance firm offering governance and risk consulting services TM Expect More to clients across the globe. Leadership team comprises ex-Big 4 and IA heads of large public listed corporate. Our “One Global Client Team” philosophy allows us to offer consistent global delivery and unique global benchmarking for all clients.

Fully organised and professional performance with timely and innovative speakers.

Nadim Jamil Safa, Head of Compliance Unit, Commercial Bank of Kuwait, Kuwait

register@iirme.com

www.governancecongress.com

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Post Congress Workshops Wednesday 23 November 2011 Workshop Timings: Registration and coffee will be at 08.45 for workshops C and D and at 12:45 for workshop E. Workshops will include two breaks for Refreshment.

Lunch will be served at 13:00 for participants in all workshops

Workshop C

09.00 – 13.00

Sustaining Your Family Business Through Good Corporate And Family Governance The Rationale:

The larger a business-owning family becomes, the more complex and diverse it becomes; and developing the skills required to forge a common agenda and resolve differences among family shareholders involves greater challenges. Creating effective and transparent governance –for both the family and the business - enables discussion and resolution of the complicated and often emotional family, ownership and business issues that confront mature family companies. In addition, implementing effective and transparent governance has proven to positively impact family businesses through easier and cheaper access to capital, improved stakeholder’s relations and long term sustainability. Family members and family firms’ management will benefit from this workshop by reflecting on and devising strategies that help them to approach the business in a unified way, and learning to communicate and share their thinking about the critical issues the family and the business must face up to.

Learning Outcomes And Benefits:

By the end of the workshop participants will understand: • Family & corporate governance’s purpose, core concepts and importance • The business case for corporate governance • The recent trends and evolutions in corporate governance • Corporate governance disputes – what they are, how they affect family firms and their stakeholders • Dealing with corporate governance opportunities and challenges in family firms through case studies and role play exercises • The importance of becoming an advocate for family & corporate governance in the family firm

Who Should Attend:

Essential for family members working in the family business as well as for non-executive family members who aspire to be effective shareowners. Highly recommended for professionals working in family firms and family offices.

Workshop Leaders: Caroline Fattal Fakhoury, Managing Partner, Praesta Middle East, UAE

Caroline has held senior management roles in Europe, Latin America and the Middle East both within Unilever and for her family’s century-old business: Fattal Holding of Lebanon where she continues to serve on the board. Today, Caroline combines 16 years of corporate business experience with the skills of a certified professional business coach. Caroline’s experience as a Board Member of both Unilever and Fattal Holding makes her aware of governance challenges, and the complex and powerful relationship dynamics facing shareowners, chairmen, CEOs, independent directors and top management teams.

Farooq Nazir, Executive Coach, Praesta Middle East, UAE

Farooq worked at PriceWaterHouse and Ernst & Young before joining Unilever in Pakistan in 1984. He has had the privilege of working in three continents for Unilever, including varied roles and assignments in Unilever House in London, Unilever Levant before culminating his Unilever career as Finance Director of Unilever Canada. From 2005 till 2007, he joined Tetley GB in London to represent them on their Joint Venture Board in Karachi, Pakistan. For the last many years Farooq has been successively working on and with the Boards of family businesses working with Chairmen for putting together structures and processes for a seamless transition to the next generation.

Workshop D

09.00 – 13.00

Introducing and Implementing An Effective IT Governance Framework In Your Organisation The Rationale:

Increasingly, top management is realising the significant impact that information technology (IT) can have on the success of the enterprise. Management hopes for heightened understanding of the way IT is operated and the likelihood of its being leveraged successfully for competitive advantage. Boards and executive management need to extend governance to IT and provide the leadership, organisational structures and processes that ensure that the enterprise’s IT sustains and extends the enterprise’s strategies and objectives such that IT governance doesn’t remain an isolated principle, but becomes an integral part of overall enterprise governance. This workshop is an introduction to IT Governance and examines the need, value and benefits of governance in any IT organisation. The workshop talks about the IT governance drivers in the marketplace linking it to Corporate Governance and Standards. It discusses the various frameworks, processes, tools and how it all ties together. It discusses how COBIT can be used as an IT Governance integrator and the 5 Governance Domains of ITGI. The workshop is also aimed at giving you inputs to kick-start your own implementation journey.

www.governancecongress.com

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Post Congress Workshops Wednesday 23 November 2011 Learning Outcomes And Benefits:

• Understand the concept of IT Governance • Learn the importance and benefits of sound IT Governance • Gain awareness of IT Governance approaches available in the marketplace • Understand how IT Governance fits into the overall Governance framework • Understand steps in implementation of an IT Governance project in your organisation Who Should Attend:

• All IT management staff involved in planning for or operating IT Governance processes

• Internal or external consulting staff, helping an organisation plan for or implement IT Governance measures

• Internal audit staff that will be responsible for examining or reviewing IT Governance processes

• Business Managers who wish to learn more about IT Governance issues.

Workshop Leader:

K Senthilvel, Executive Director, Axis Risk Consulting Services, India

Senthil leads Axis’ Technology Risk Management services. He has experience of handling range of assignments encompassing Operational Risk Management, Process Improvement, Technology Risk Management, IT Systems Assurance, and ERP reviews. Senthil has worked with Global controllers and Internal Audit leaders of Fortune 500 companies in developing and institutionalizing risk management practices. Senthil has been involved in various IT compliance / risk management engagements at GE.

Workshop E

14.00 – 18.00

Designing A Roll Out Communications Strategy To Support Your Governance And Change Programme The Rationale:

One of the great dilemmas facing organisations around the world is how to effect a change in behaviour. Huge sums are invested in designing and developing the “new world”, but getting people to accept it and make it a reality is very difficult. The problem is pervasive and ranges from changes in simple processes and procedures, to more complex change in areas such as corporate values, structure, vision, or corporate governance, which often embraces several of these elements.

Learning Outcomes And Benefits:

In this workshop you will examine how to improve the impact of your and Change programme by developing an understanding of: • The dynamics of change: Barriers, key success factors, stasis, momentum, and tipping points • The personal dynamics in governance: Position and power, structure and hierarchy, systems and processes • The human dynamic in effective communication: Why people can’t hear and how to be heard • Converting knowledge into action: Why understanding is easy, but changing behavior is hard • Measurement and Assessment: Diagnosis – where are you? Future visioning – where do you want to be? Planning – how to get there • The roles of: The Board, senior executives, middle management, thought leaders, role models and team leaders • Developing a multi-layer communications strategy: Multiple messages – multiple package, tool and channel selection, timing and frequency

Who Should Attend:

You should attend this workshop if you: a) have an important message or programme that needs to be well understood b) want to understand how to build a communication programme that is effective c) involved in change of strategy, structure or organisational values

Workshop Leader:

Mike Lotzof, Principal - Strategic Change and Former Global Head of Compliance Technique, ING Group, France

Mike’s expertise has been built up over 30 years working in global and local industries.

While trained in Economics and Law, Mike has held senior executive positions in mining, petroleum and finance and was the CEO of two high profile professional associations in Australia. Mike has won numerous awards, published many papers and is an engaging speaker and facilitator for professionals in industry and regulatory authorities. Most recently Mike created and rolled out several global (> 50 countries) compliance and ethics programmes for ING Banking and Insurance Group, where he worked directly with the Boards and senior executives at Group and National levels. As Head of Compliance Technique for ING, he had group wide responsibility for the Anti Money Laundering, Policy and Development, Communications and Learning teams for Compliance Risk Management

www.governancecongress.com

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20-23 November 2011, JW Marriott Hotel, Dubai, UAE

FIVE WAYS TO REGISTER GCS/IIR Holdings Ltd. P.O Box 13977 Muharraq Kingdom of Bahrain

971-4-3352438

IIR Holdings Ltd. P.O Box 21743 Dubai, UAE

register@iirme.com

www.governancecongress.com

Please n the session/s you wish to attend:

A1130

The Governance Congress

Register Before 28 August 2011

Register Between 28 August and 25 September 2011

Register Between 25 September and 23 October 2011

Register After 23 October 2011

Conference + 3 Workshops A  or B  and C  or D  and E 

US$ 3,895 SAVE $1,585

US$ 4,095 SAVE $1,385

US$ 4,295 SAVE $1,185

US$ 4,495 SAVE $985

Conference + 2 Workshops A  or B  and C  D  or E 

US$ 3,295 SAVE $1,290

US$ 3,495 SAVE $1,090

US$ 3,695 SAVE $890

US$ 3,895 SAVE $690

Conference + 1 Workshop A  B  C  D or E 

US$ 2,795 SAVE $895

US$ 2,995 SAVE $695

US$ 3,195 SAVE $495

US$ 3,395 SAVE $295

Conference Only

US$ 2,495 SAVE $300

US$ 2,595 SAVE $200

US$ 2,695 SAVE $100

US$ 2,795

Workshop Only A  B  C  D or E 

US$ 695 SAVE $200

US$ 695 SAVE $200

US$ 795 SAVE $100

US$ 895

DISCOUNTS AVAILABLE FOR 2 OR MORE PEOPLE CALL – 971 -4-3352483 E-MAIL – a.watts@iirme.com

Conference fees include documentation, luncheon and refreshments. Delegates who attend all sessions will receive a Certificate of Attendance.

Pricing Promotions: Group Booking Discounts for full conference registrations up to 25% *No 2 discounts can be combined

The Programme At A Glance Pre Congress Workshops Congress Day One

20 November 2011

21 November 2011

22 November 2011

23 November 2011

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Payments

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Congress Day Two Post Congress Workshops

• •

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A confirmation letter and invoice will be sent upon receipt of your registration. Please note that full payment must be received prior to the event. Only those delegates whose fees have been paid in full will be admitted to the event. You can pay by company cheques or bankers draft in Dirhams or US$. Please note that all US$ cheques and drafts should be drawn on a New York bank and an extra amount of US$ 6 per payment should be added to cover bank clearing charges. In any event payment must be received not later than 48 hours before the Event. Entry to the Event may be refused if payment in full is not received.

Credit card payment If you would like to pay by credit card, please tick here and a member of our team will contact you to take the details

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Delegates requiring visas should contact the hotel they wish to stay at directly, as soon as possible. Visas for non-GCC nationals may take several weeks to process.

All registrations are subject to acceptance by IIR which will be confirmed to you in writing.

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

Event Venue: JW Marriott Hotel, Dubai, UAE Tel: +971 4 262 4444 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: +971-4-4072693 Fax: +971-4-4072517 Email: hospitality@iirme.com

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BU29

CORPORATE GOVERNANCE

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5th Annual – The Governance Congress

All registrations are subject to our terms and conditions which are available at www.iirme.com/terms. Please read them as they include important information. By submitting your registration you agree to be bound by the terms and conditions in full.

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