Board and Committee Governance Training Course

Participants can distinguish board responsibilities from executive management accountabilities.

• Fiduciary duties, duty of care and duty of loyalty
• Collective responsibility alongside individual director accountability and dissent
• Strategic direction, oversight and stewardship separated from executive execution
• Reserved matters schedules defining decisions retained by the board
• Board authority limits established through constitutions, bylaws and statutes
• Documenting dissent, abstention and informed decision-making in meeting records

Participants can construct an authority framework linking board, committees and management.

• Governance architecture linking owners, board, committees and executive management
• RACI analysis for recurring governance decisions and accountabilities
• Decision-rights matrix distinguishing approval, recommendation, consultation and notification
• Delegation of authority schedules with financial and operational thresholds
• Escalation triggers for breaches, incidents, exceptions and emerging risks
• Authority maps tested against urgent decisions and cross-functional dependencies

Participants can assess whether board composition supports independent, competent oversight.

• Skills matrix aligned with strategy, risk profile and regulatory duties
• Independence criteria for non-executive directors and committee membership
• Director appointment processes, due diligence and fit-and-proper assessments
• Succession planning for chairs, committee chairs and critical expertise
• Board diversity considered through perspective, experience and decision quality
• Induction programmes covering mandate, information rights and key risks

Participants can design committee mandates with clear authority, membership and reporting lines.

• Committee purpose derived from board responsibilities and risk priorities
• Terms of reference specifying mandate, authority and membership
• Audit committee responsibilities for reporting, controls and external audit
• Risk committee oversight of appetite, exposures and risk culture
• Remuneration committee governance of incentives, performance and conduct
• Nomination committee responsibilities for composition, succession and evaluation

Participants can support constructive challenge and disciplined decision-making in meetings.

• Chair responsibilities for agenda discipline, inclusion and decision clarity
• Constructive challenge techniques using probing, testing and reframing questions
• Psychological safety balanced with rigorous scrutiny and professional dissent
• Groupthink indicators identified through consensus, silence and untested assumptions
• Conflict in meetings managed through interests, evidence and decision rules
• Closed sessions used for independent discussion and sensitive assurance matters

Participants can build an annual board and committee calendar around key obligations.

• Annual board calendar aligned with strategy, reporting and regulatory cycles
• Committee workplans sequenced around decisions, assurance and statutory deadlines
• Forward agendas separating recurring oversight from strategic discussion
• Meeting cadence matched to risk volatility and decision frequency
• Consent agendas used for routine approvals and information items
• Action logs assigning owners, deadlines, evidence and closure criteria

Participants can evaluate and improve papers submitted for board and committee decisions.

• Decision paper structure: purpose, recommendation, options, risks and approvals
• Executive summaries presenting material issues without obscuring supporting evidence
• Management information tested for relevance, timeliness, comparability and reliability
• Key performance indicators linked to strategy, thresholds and accountability
• Assurance statements distinguishing management representation from independent evidence
• Board paper review checklist identifying gaps, bias and unresolved decisions

Participants can connect risk appetite, reporting and board oversight decisions.

• Risk appetite statement translated into thresholds, limits and escalation triggers
• Risk taxonomy covering strategic, financial, operational, conduct and compliance risks
• Inherent and residual risk assessed using likelihood-impact matrices
• Risk dashboards showing trends, breaches, controls and management actions
• Top-risk discussions linked to strategic choices and resource allocation
• Emerging risk reports tested for assumptions, scenarios and early indicators

Participants can assess whether assurance arrangements give the board reliable control evidence.

• COSO Internal Control Framework applied to oversight responsibilities
• Control environment assessed through ethics, authority and accountability
• IIA Three Lines Model clarifying management and assurance roles
• Assurance maps linking principal risks, controls and assurance providers
• Internal audit plans aligned with risk assessment and audit universe
• Audit findings tracked through root causes, actions and closure evidence

Participants can establish board oversight of compliance obligations, conduct and regulator interactions.

• Compliance obligations inventory mapped to accountable executives and committees
• Regulatory correspondence escalated through defined materiality and response protocols
• Conduct risk indicators covering complaints, sales practices and customer outcomes
• Whistleblowing arrangements reviewed for independence, confidentiality and retaliation safeguards
• Breach reporting assessed for root cause, remediation and recurrence risk
• Regulatory meeting packs prepared with evidence, decisions and action status

Participants can scrutinise financial reporting, audit issues and financial control matters.

• Financial statements read through performance, position, cash flow and disclosures
• Material accounting judgements challenged through assumptions and sensitivity analysis
• Going-concern assessments reviewed against liquidity forecasts and covenant headroom
• External auditor independence assessed through services, fees and rotation
• Audit plans reviewed for scope, materiality, risks and reporting timetable
• Fraud risk oversight linked to controls, investigations and reporting channels

Participants can apply defensible processes for conflicts, ethical concerns and related-party matters.

• Conflict-of-interest registers maintained with declarations, updates and review dates
• Interest disclosure procedures applied before discussion, voting and attendance
• Related-party transactions assessed for fairness, approvals and disclosure requirements
• Gifts, hospitality and outside appointments governed through policy thresholds
• Ethical dilemmas tested against purpose, values, stakeholders and legal duties
• Recusal decisions recorded with affected agenda items and attendance details

Participants can oversee stakeholder reporting and disclosure with appropriate board accountability.

• Stakeholder mapping identifies affected groups, expectations and accountability channels
• Materiality assessments connect stakeholder concerns with board reporting priorities
• Annual report governance disclosures checked against actual governance arrangements
• Market-sensitive information controlled through disclosure protocols and approval routes
• Donor, public-sector and member accountability requirements incorporated into reporting
• Reputation risks assessed through communications, commitments and stakeholder trust

Participants can design oversight arrangements for groups, subsidiaries and controlled entities.

• Group governance model separates parent oversight from subsidiary fiduciary duties
• Subsidiary boards assigned mandates, composition and reporting obligations
• Intragroup service arrangements reviewed for authority, conflicts and accountability
• Reserved matters calibrated across parent, subsidiary and local management
• Entity risk reporting escalated through group committees and board channels
• Cross-border governance considers local law, regulators and reporting requirements

Participants can conduct a structured board-effectiveness review and prioritise improvements.

• Board evaluation scope covers composition, behaviours, information and outcomes
• Self-assessment questionnaires designed around observable governance practices
• Interview evidence analysed for patterns, root causes and priority actions
• Meeting observation criteria assess challenge, participation and decision discipline
• Maturity assessment compares current practices against defined governance standards
• Improvement plans assign actions, owners, milestones and evaluation measures

Participants can organise board and committee oversight during fast-moving material events.

• Crisis governance protocols define authority, information cadence and decision records
• Incident severity assessments trigger escalation to executives, committees and boards
• Special board meetings planned with focused mandates and urgent papers
• Scenario planning tests liquidity, operational resilience and reputational consequences
• Post-incident reviews distinguish accountability, lessons learned and remediation ownership
• Regulator and stakeholder communications coordinated through approved governance channels

Participants can build, review and present a complete board and committee governance improvement pack.

• Governance diagnostic findings prioritised against material risks and accountabilities
• Board and committee architecture documented through mandates and reporting lines
• Decision-rights matrix completed for reserved matters and delegated authority
• Annual governance calendar integrated with reporting, assurance and review cycles
• Board-paper checklist and risk dashboard included within the governance pack
• Improvement roadmap presented with owners, milestones and evidence measures