Corporate Governance and Ethical Leadership Training Course

Duration 5 days 10 modules · 33 contact hours
Level Intermediate Certificate on completion
Who attends Board Directors, Chief Executives and others
Fee from USD 1,100 KSh 95,000 for Kenyan organisations
Where 52 cities + online See dates by city
Next start 16 Nov 2026 Course code SD-CG-060

Before you join: Participants should have experience working with senior management, governance processes, risk, compliance, audit, legal matters or organisational decision-making.

Dates & prices

Two start dates a month in every city, and live online on weekdays or weekends. Fees are per participant; classroom fees include tuition, materials, lunch and refreshments, and the certificate.

Suggest a date or city

Showing the next six months. Later dates, other cities and private deliveries for your team are available on request.

Course overview

Boards and senior leaders face decisions where strategy, control, conduct and accountability meet: approving major investments, managing conflicts of interest, responding to misconduct, overseeing risk appetite and maintaining credible reporting to shareholders, regulators and other stakeholders. Governance failures rarely result from one policy gap alone. They emerge when board information is weak, challenge is discouraged, incentives reward the wrong behaviour, or escalation routes are unclear. Leaders need practical ways to test whether governance arrangements support sound decisions rather than merely satisfy formal requirements.

This course examines board and committee effectiveness, director duties, shareholder rights, risk governance, internal control, ethical decision-making and corporate disclosure. Participants apply the OECD G20 Principles of Corporate Governance, the IIA Three Lines Model, COSO Internal Control and ISO 37001 anti-bribery principles to realistic governance issues. They learn to define decision rights, construct committee mandates, assess governance risks, challenge management papers, manage related-party transactions and establish credible speak-up and investigation arrangements.

Teaching combines concise instructor briefings with boardroom cases, governance diagnostics, committee simulations, group analysis and individual application planning. Cases address issues such as a bank conduct failure, procurement corruption allegations, a conflicted acquisition and weak oversight of a public-sector programme. Participants leave with a governance improvement plan, board-paper challenge checklist, ethics escalation map and practical templates that can be adapted for their organisation.

The course is suited to directors, executives, governance professionals and senior managers who contribute to board decisions, assurance, compliance or organisational ethics. It is delivered over five days in the classroom or live online and includes a certificate of completion.

What you will be able to do

  • Assess governance arrangements against the OECD G20 Principles of Corporate Governance
  • Design board, committee and management decision-rights matrices
  • Evaluate board papers using materiality, risk and assurance criteria
  • Apply the IIA Three Lines Model to accountability and assurance structures
  • Conduct ethical decision analysis using stakeholder, rights and consequences tests
  • Develop conflict-of-interest and related-party transaction controls
  • Build a speak-up, investigation and remediation escalation process
  • Produce a prioritised corporate governance improvement plan

Benefits of attending

For you

  • Contribute more confidently to board and committee discussions
  • Identify weak accountability before it becomes a control failure
  • Challenge management papers with clearer governance criteria
  • Handle conflicts of interest and ethical dilemmas consistently
  • Prepare a credible governance improvement proposal for senior leaders

For your organisation

  • Clearer board, committee and management accountabilities
  • Stronger oversight of conduct, risk and internal control
  • More reliable escalation of misconduct and conflicts
  • Better-quality decision papers and committee reporting
  • A prioritised roadmap for governance improvements

Course modules

10 modules over 5 days

Participants can assess the purpose, architecture and accountability of a corporate governance system.

  • Corporate governance purpose: direction, oversight, accountability and responsible value creation
  • OECD G20 Principles of Corporate Governance and their governance implications
  • Shareholder rights, stakeholder interests and legitimate expectations in governance decisions
  • Agency theory, stewardship theory and stakeholder theory compared critically
  • Governance architecture linking owners, board, committees and executive management
  • Accountability maps identifying decision rights, reporting lines and escalation routes

Participants can evaluate board composition, director responsibilities and board operating effectiveness.

  • Board responsibilities for strategy, performance, risk, succession and organisational culture
  • Director fiduciary duties: care, loyalty, good faith and independent judgement
  • Board composition matrix covering expertise, independence, diversity and succession
  • Chair and chief executive roles separated through defined authority boundaries
  • Board evaluation criteria covering behaviours, information, challenge and decision quality
  • Meeting agendas structured around strategic decisions, oversight and reserved matters

Participants can design committee mandates and delegated authority arrangements that support effective oversight.

  • Audit, risk, remuneration and nominations committee mandates compared
  • Terms of reference specifying authority, membership, quorum and reporting requirements
  • RACI matrices distinguishing board, committee and management decision responsibilities
  • Delegated authority schedules aligned with financial limits and risk appetite
  • Reserved matters requiring board approval before management implementation
  • Committee reporting packs documenting recommendations, dissent and follow-up actions

Participants can challenge strategic proposals using governance, risk and assurance criteria.

  • Board strategy cycle linking purpose, strategic choices, metrics and review
  • Materiality assessment distinguishing strategic, financial, operational and reputational exposures
  • Decision papers structured with options, assumptions, risks and recommendations
  • Pre-mortem analysis exposing failure modes before major board decisions
  • Scenario planning tests strategic resilience under plausible adverse conditions
  • Constructive challenge techniques questioning evidence, alternatives and implementation capacity

Participants can connect risk appetite, internal control and assurance reporting to board oversight.

  • Risk appetite statements translating strategic objectives into measurable boundaries
  • COSO Internal Control components applied to governance oversight
  • IIA Three Lines Model clarifying management, risk and audit accountabilities
  • Risk registers prioritised through likelihood, impact, velocity and control effectiveness
  • Assurance maps identifying coverage gaps, duplication and residual uncertainty
  • Board risk dashboards combining key risk indicators and management actions

Participants can apply ethical leadership methods to shape conduct, culture and difficult decisions.

  • Ethical leadership signals conveyed through decisions, incentives and resource allocation
  • Stakeholder, rights, justice and consequences tests for ethical decisions
  • Tone from the top matched by middle-management conduct and consequences
  • Psychological safety conditions supporting challenge, dissent and error reporting
  • Conduct risk indicators revealing pressure, fear, rationalisation and rule circumvention
  • Values statements translated into observable behaviours and management expectations

Participants can establish controls for conflicts, related-party decisions and incentive risks.

  • Conflict-of-interest registers recording interests, declarations, recusals and monitoring
  • Related-party transaction protocols requiring disclosure, independence and documented approval
  • Recusal procedures protecting deliberations from actual or perceived conflicts
  • Executive remuneration governance linking reward, risk adjustment and long-term performance
  • Clawback and malus provisions addressing misconduct and material performance restatement
  • Gifts, hospitality and outside-interest controls tested against proportionality thresholds

Participants can design credible reporting, investigation and remediation arrangements for misconduct concerns.

  • Speak-up channels offering confidential, anonymous and accessible reporting options
  • Non-retaliation protections communicated, monitored and enforced through defined procedures
  • Triage criteria assessing allegation severity, urgency, jurisdiction and investigator independence
  • Investigation plans defining scope, evidence preservation, interviews and reporting lines
  • Case management records protecting confidentiality, fairness and defensible decision-making
  • Root-cause analysis converts misconduct findings into control and culture improvements

Participants can evaluate governance disclosures and reporting mechanisms for credibility and accountability.

  • Annual governance reports explaining board activities, attendance and committee oversight
  • Material information disclosure assessed for accuracy, timeliness, balance and consistency
  • Integrated reporting links strategy, governance, performance and material risks
  • Stakeholder engagement maps identify influence, dependency, concerns and communication methods
  • Disclosure controls assign ownership, review evidence and approval responsibilities
  • Crisis communications distinguish verified facts, commitments and unresolved uncertainties

Participants can prioritise governance improvements and prepare an implementation plan for senior approval.

  • Governance maturity assessment benchmarks structures, behaviours, information and assurance
  • Gap analysis compares current arrangements against agreed governance principles
  • Prioritisation matrix ranks actions by risk reduction, feasibility and ownership
  • Implementation roadmaps sequence policy, process, capability and reporting changes
  • Governance metrics track board effectiveness, conduct, control failures and remediation
  • Personal application plan assigns immediate actions, sponsors and review dates

Exercises and examples are adapted to each cohort's sectors and roles.

What you take back to work

  1. Corporate governance diagnostic template
  2. Board and committee decision-rights matrix
  3. Board-paper challenge checklist
  4. Conflict-of-interest register template
  5. Speak-up and investigation escalation map
  6. Prioritised governance improvement plan

Who should attend

  • Board Directors — strengthen oversight, challenge and fiduciary decision-making
  • Chief Executives — clarify accountability between the board and executive management
  • Company Secretaries — improve board processes, committee mandates and governance reporting
  • Risk and Compliance Leaders — connect conduct, controls and assurance to board oversight
  • Internal Audit Leaders — position assurance under the Three Lines Model
  • Senior Managers — prepare decision papers and manage delegated governance responsibilities

Skills and tools covered

Board effectivenessEthical decision-makingRisk governanceCommittee oversightConduct risk managementGovernance improvement planning

Tools and standards

OECD G20 Principles of Corporate Governance, COSO Internal Control Framework, IIA Three Lines Model, ISO 37001 Anti-bribery Management Systems

How the course runs

Training methodology

The course uses short instructor briefings to establish governance concepts, standards and legal-accountability principles. Participants analyse board papers, committee terms of reference, control failures and ethical dilemmas drawn from banking, public bodies, multinationals and NGOs. Small-group work tests governance diagnoses and response options, while boardroom simulations develop challenge, escalation and decision-recording skills. Facilitated discussion compares different jurisdictional and ownership contexts. Individual application planning converts course methods into actions for each participant's governance responsibilities.

Requirements and prerequisites

Participants should have experience working with senior management, governance processes, risk, compliance, audit, legal matters or organisational decision-making. Familiarity with board structures, policy documents, management reporting or internal controls is useful, whether gained in a private company, public body, bank, NGO or state-owned enterprise. The course assumes that participants can read business cases and contribute to structured discussion. Prior board service, legal qualifications, accounting credentials and specialist knowledge of a national corporate governance code are not required.

A typical training day

08:30 – 10:30First session
10:30 – 10:45Refreshment break
10:45 – 12:30Second session
12:30 – 13:30Lunch and networking
13:30 – 15:00Third session
15:00 – 15:15Refreshment break
15:15 – 16:30Workshop and daily review

Live online deliveries follow the same structure in East Africa Time, with shorter screen blocks and longer breaks.

What the fee includes

  • Instruction by a practitioner facilitator
  • Full course workbook and materials
  • Exercise files, templates and case studies
  • Refreshments and lunch on classroom deliveries
  • Certificate of completion
  • Post-course application plan

Frequently asked questions

Participants should have exposure to management, governance, risk, compliance, audit, legal or operational decision-making. Board experience is useful but not essential, and no legal or accounting qualification is required.

Bring examples of governance issues, reporting challenges or committee structures that can be discussed without sharing confidential information. A laptop is useful for live online delivery and for adapting course templates.

It is designed for directors, executives, company secretaries, risk and compliance leaders, internal audit leaders and senior managers. It is particularly relevant to people who prepare material for boards or hold delegated authority.

This course focuses on governance design, board effectiveness, ethical leadership, oversight and practical management controls. It addresses director duties and regulatory expectations, but it does not provide jurisdiction-specific legal advice.

Participants can use the diagnostic, board-paper checklist, decision-rights matrix and escalation map immediately. The final module produces a prioritised improvement plan linked to real governance responsibilities.

Each training day runs from 08:30 to 16:30, providing about 6.5 contact hours. The programme comprises ten linked modules, with time divided between instructor input, case analysis, simulations, group work and application planning.

Questions about this course?

Ask about dates, fees, group bookings or running it for your team. Our training team replies by email.