Corporate Governance and Internal Controls Masterclass Training Course

Duration 5 days 10 modules · 33 contact hours
Level Advanced Certificate on completion
Who attends Chief Risk Officers, Heads of Internal Audit 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-048

Before you join: Participants should have substantial professional experience in governance, risk, compliance, internal audit, finance, legal, operations or a related control function.

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

Corporate failures rarely result from one missing policy. They arise when boards receive incomplete risk information, accountability is blurred, controls are poorly designed, assurance is fragmented, or management accepts exposures beyond its stated appetite. Senior leaders and control owners need to connect governance structures, risk decisions, operational controls, conduct expectations and reporting obligations into a defensible system of oversight.

This masterclass examines institutional risk governance and internal controls through board, executive and assurance perspectives. Participants assess governance architecture, define decision rights, set risk appetite, apply the COSO Internal Control Framework, design key controls, assess control effectiveness and organise assurance under the Three Lines Model. The course also addresses audit committee reporting, regulatory compliance, whistleblowing, investigations, remediation and governance during major incidents. Participants learn to challenge management information, distinguish control design from operating effectiveness, and escalate material matters with clarity.

Teaching combines concise technical briefings with board-paper analysis, control-design cases, risk committee simulations, group critique and individual application planning. Cases reflect issues encountered in banks, public bodies, multinational groups, regulated utilities and NGOs, including procurement fraud, cyber incidents, sanctions exposure, grant misuse and financial reporting weaknesses. Participants leave with a governance and controls improvement pack containing reusable templates, diagnostic tools and a prioritised 90-day action plan.

The course is suited to experienced governance, risk, compliance, audit, finance and operational leaders who must strengthen oversight arrangements or provide credible assurance to boards and executive committees.

What you will be able to do

  • Assess governance arrangements against OECD Principles and defined decision rights
  • Design board and committee reporting that supports effective risk challenge
  • Set risk appetite statements, tolerances and escalation thresholds for material exposures
  • Apply the COSO Internal Control Framework to diagnose control design gaps
  • Map end-to-end processes, risks, controls and control owners using risk-control matrices
  • Evaluate control operating effectiveness through evidence, sampling and exception analysis
  • Structure assurance coverage using the Three Lines Model and assurance mapping
  • Produce a prioritised governance and internal controls improvement plan

Benefits of attending

For you

  • Challenge governance arrangements using recognised principles and clear diagnostic criteria
  • Build credible risk and control papers for boards and executive committees
  • Distinguish control failure, process failure, misconduct and assurance failure
  • Lead remediation discussions with accountable owners, milestones and evidence requirements
  • Translate audit, compliance and risk findings into prioritised management action

For your organisation

  • Clearer board oversight of material risks, control weaknesses and management responses
  • Better alignment between risk appetite, delegated authorities and operational decisions
  • Fewer duplicated assurance activities and clearer accountability across control functions
  • Stronger evidence for regulators, external auditors, funders and supervisory bodies
  • More timely identification, escalation and remediation of significant control failures

Course modules

10 modules over 5 days

Participants can diagnose governance structures and clarify decision rights, delegated authority and accountability.

  • OECD Principles applied to shareholder rights, board responsibilities and disclosure
  • Governance architecture linking boards, committees, executives and operating management
  • Decision-rights matrices defining approval, consultation, notification and accountability boundaries
  • Delegated authority schedules for financial commitments, risk acceptance and policy exceptions
  • Committee terms of reference matched to mandates, expertise and meeting cadence
  • Accountability maps separating ownership, oversight, challenge and independent assurance

Participants can design board and committee oversight arrangements for material risks and strategic decisions.

  • Board agendas structured around strategy, performance, risk, people and stewardship
  • Information asymmetry reduced through concise dashboards, trend analysis and exceptions
  • Risk committee charters defining scope, authority, attendance and reporting lines
  • Non-executive challenge techniques using probing questions, evidence requests and follow-up
  • Board skills matrices identifying expertise gaps, succession needs and independence concerns
  • Minutes and action logs evidencing challenge, decisions, dissent and accountability

Participants can establish risk appetite, tolerances and escalation mechanisms linked to strategic objectives.

  • Risk appetite statements connecting strategic objectives, boundaries and management actions
  • Quantitative tolerances set for capital, liquidity, conduct, cyber and compliance
  • Qualitative appetite measures addressing reputation, culture, safeguarding and public trust
  • Key risk indicators calibrated with thresholds, triggers, owners and reporting frequency
  • Risk taxonomy design separating strategic, operational, financial, compliance and emerging risks
  • Escalation protocols specifying breach assessment, decision authority and board notification

Participants can apply COSO principles to assess the maturity and integrity of an internal control system.

  • COSO Internal Control Framework components and seventeen supporting principles
  • Control environment assessed through ethics, competence, authority and performance accountability
  • Risk assessment linking objectives, threats, fraud risks and change events
  • Control activities selected for preventive, detective, corrective and directive purposes
  • Information and communication requirements for timely, accurate control evidence
  • Monitoring activities distinguishing ongoing supervision from separate evaluations

Participants can design risk-based controls and evidence requirements for critical business processes.

  • Risk-control matrices linking process objectives, risks, controls, owners and evidence
  • Segregation-of-duties analysis identifying incompatible initiation, approval and custody roles
  • Control design attributes covering frequency, precision, competence and evidence retention
  • Fraud risk assessments addressing incentives, opportunities, rationalisation and management override
  • IT general controls covering access, change management, operations and backups
  • Automated application controls tested through configuration, interface and exception reports

Participants can evaluate control effectiveness, classify deficiencies and govern corrective action.

  • Walkthroughs tracing transactions, decisions, evidence and handoffs through critical processes
  • Design effectiveness tested against stated risks, objectives and plausible failure modes
  • Operating effectiveness assessed through sampling, reperformance, inspection and observation
  • Population definition and sample selection matched to control frequency and risk
  • Deficiency rating criteria distinguishing isolated exceptions from systemic control failures
  • Remediation plans assigning root causes, owners, milestones, validation and closure evidence

Participants can coordinate risk, compliance and audit assurance without weakening independence.

  • IIA Three Lines Model defining management, support functions and independent assurance
  • Assurance maps comparing significant risks, controls, providers, coverage and residual gaps
  • Risk-based internal audit plans aligned to strategic priorities and control maturity
  • Audit universe design grouping entities, processes, systems, products and regulatory themes
  • Combined assurance reporting clarifying reliance, duplication, gaps and unresolved findings
  • Internal audit independence protected through reporting lines, access and unrestricted scope

Participants can integrate compliance obligations, conduct risks and speak-up arrangements into governance oversight.

  • Obligation registers linking laws, licences, policies, owners and monitoring controls
  • Compliance risk assessments prioritising exposure, regulatory scrutiny and control dependency
  • Conduct risk indicators tracking complaints, incentives, sales practices and disciplinary outcomes
  • Whistleblowing arrangements protecting confidentiality, non-retaliation, triage and investigation independence
  • Policy governance controlling ownership, approval, communication, attestation and review dates
  • Regulatory engagement protocols governing notifications, correspondence, commitments and remediation updates

Participants can prepare decision-useful reports for audit committees and manage external assurance relationships.

  • Audit committee packs presenting material judgments, control themes and unresolved exposures
  • Control dashboards combining key indicators, testing results, incidents and overdue actions
  • Financial reporting controls addressing close processes, estimates, disclosures and consolidation
  • External audit coordination covering scope, independence, findings and management representations
  • Management action tracking separating accepted risk, remediation, closure and validation
  • Report writing techniques distinguishing facts, analysis, conclusions, recommendations and ownership

Participants can govern major control incidents and prioritise sustainable improvements to oversight and assurance.

  • Incident governance establishing crisis roles, decision logs, escalation and stakeholder communications
  • Root cause analysis using five whys, fishbone diagrams and barrier analysis
  • Lessons-learned reviews separating immediate fixes from structural governance improvements
  • Control rationalisation removing redundant activities while preserving risk coverage and evidence
  • Maturity assessments scoring governance, risk, controls, assurance and reporting capabilities
  • Ninety-day action plans prioritising accountable improvements, dependencies, milestones and success measures

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

What you take back to work

  1. Board and committee governance diagnostic
  2. Risk appetite statement template
  3. Risk-control matrix template
  4. Control testing and deficiency-rating checklist
  5. Combined assurance map
  6. Ninety-day governance improvement plan

Who should attend

  • Chief Risk Officers — establish accountable risk governance and credible board reporting
  • Heads of Internal Audit — align assurance plans with enterprise risks and control weaknesses
  • Chief Compliance Officers — connect regulatory obligations, conduct controls and escalation routes
  • General Counsel and Company Secretaries — strengthen board processes, authorities and governance records
  • Finance Directors and Controllers — improve financial control evidence and audit committee communication
  • Operational Risk and Control Leaders — design practical controls across critical business processes

Skills and tools covered

Board risk oversightControl designRisk appetite settingAssurance mappingAudit committee reportingRemediation governance

Tools and standards

COSO Internal Control Framework, OECD Principles of Corporate Governance, IIA Three Lines Model, ISO 31000

How the course runs

Training methodology

The course uses short technical briefings followed by structured case work on governance failures, control breakdowns and board-level decisions. Participants analyse committee papers, risk appetite statements, risk-control matrices, assurance maps and remediation reports. Small-group exercises test control design, escalation choices and assurance coverage; simulations examine challenge in risk and audit committee settings. Facilitated peer discussion compares approaches from regulated, public-sector and multinational organisations. Individual application planning converts course methods into actions for participants’ own governance and control priorities.

Requirements and prerequisites

Participants should have substantial professional experience in governance, risk, compliance, internal audit, finance, legal, operations or a related control function. They should be familiar with their organisation’s reporting lines, major risks and core policies, and be comfortable discussing board and executive decision-making. Prior exposure to risk registers, audit findings, compliance monitoring or process controls is useful. The course does not require an accounting qualification, internal audit certification, legal training, prior use of COSO, or technical systems audit expertise.

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

This is an advanced course for experienced practitioners who already work with governance, risk, compliance, audit, finance, legal or operational controls. Participants do not need a formal audit, accounting or legal qualification, but should be able to discuss real organisational risks and decision processes.

Bring a current governance challenge, such as a recurring audit finding, unclear committee remit, risk appetite review or significant remediation programme. You may also bring non-confidential examples of reporting formats, control matrices or action trackers for personal reference.

It is designed for senior managers and leaders who own, oversee, challenge or assure governance and internal controls. It is particularly relevant for those reporting to boards, audit committees, risk committees, regulators, funders or external auditors.

The course concentrates on the governance system around risk and controls: board oversight, decision rights, risk appetite, control design, assurance coordination and remediation governance. It does not train participants in a single audit methodology or enterprise risk software platform.

Participants can use the diagnostic, templates and action plan to review their governance arrangements, strengthen control evidence or improve committee reporting. The methods also support discussions with executives, control owners, internal audit teams and external assurance providers.

Training runs from 08:30 to 16:30 each day, providing about 6.5 contact hours daily. The programme progresses from governance architecture and risk appetite to controls, assurance, reporting, incident governance and individual action planning.

Questions about this course?

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