Corporate Governance for Boards and Directors Training Course

Duration 10 days 17 modules · 65 contact hours
Level Intermediate Certificate on completion
Who attends Board Members, Aspiring Directors and others
Fee from USD 2,200 KSh 190,000 for Kenyan organisations
Where 52 cities + online See dates by city
Next start 9 Nov 2026 Course code SD-CG-041

Before you join: Participants should have experience in senior management, functional leadership, governance support, advisory work or committee service.

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 face increasing scrutiny over decisions, oversight quality, conflicts of interest, financial reporting, conduct and stakeholder accountability. Directors must distinguish governance from management while still asking sufficiently probing questions of executives. Weak board processes can leave organisations exposed to failed strategy, undisclosed risks, misconduct, regulatory action, poor succession decisions and loss of investor or public trust.

This course develops the practical knowledge needed to serve effectively on a board or support one. Participants examine board purpose, director duties, governance codes, board composition, committee structures, strategic oversight, risk appetite, internal control, financial reporting, remuneration, succession, ethics and stakeholder engagement. They learn to read a board pack critically, frame questions for management, document decisions, manage conflicts and assess whether board information supports sound judgement.

Teaching combines focused briefings with board papers, governance cases, committee simulations, peer review and application planning. Cases can be adapted to listed companies, banks, state-owned enterprises, NGOs, public bodies and family-owned businesses. Participants progressively build a governance improvement pack for an organisation of their choice, including a board charter, committee map, decision calendar, risk oversight model and board evaluation approach.

The course is suited to current and aspiring directors, senior executives reporting to boards, company secretaries, governance professionals, internal auditors, risk leaders and public-sector office holders. It is particularly useful where boards are being established, restructured, evaluated or asked to improve oversight after a strategic, financial, conduct or compliance concern.

What you will be able to do

  • Interpret director duties, fiduciary obligations and governance code requirements
  • Design a board charter, committee structure and annual board calendar
  • Evaluate board papers using materiality, decision-rights and assurance criteria
  • Apply the Three Lines Model to board risk and control oversight
  • Assess financial statements, audit findings and going-concern indicators for board decisions
  • Construct a board risk appetite statement with measurable thresholds and escalation triggers
  • Conduct a structured board and director effectiveness evaluation
  • Present a governance improvement plan supported by clear board-level evidence

Benefits of attending

For you

  • Greater confidence questioning executive recommendations without entering management territory
  • A repeatable method for reviewing board papers before meetings
  • Clearer understanding of personal duties, conflicts and potential liabilities
  • Stronger contribution to audit, risk, remuneration and nomination committee discussions
  • A documented governance improvement plan for a current or target board

For your organisation

  • More disciplined board decisions supported by clearer evidence and recorded rationale
  • Earlier escalation of strategic, financial, conduct and control concerns
  • Better alignment between board committees, executive accountabilities and assurance sources
  • Improved quality of board packs, meeting agendas and action follow-up
  • Stronger governance readiness for regulators, investors, donors and public stakeholders

Course modules

17 modules over 10 days

Participants can explain how effective governance creates accountability, direction and oversight without displacing management.

  • Corporate governance defined through direction, oversight, accountability and stakeholder legitimacy
  • Agency theory, stewardship theory and stakeholder theory compared for board decisions
  • G20/OECD Principles used to frame effective governance arrangements
  • Distinguishing board governance, executive management and operational supervision responsibilities
  • Public, private, listed and not-for-profit governance models compared
  • Governance failures traced through incentives, information gaps and weak challenge

Participants can identify director duties, exercise authority appropriately and recognise personal conduct risks.

  • Fiduciary duty, duty of care and loyalty examined
  • Business judgement rule applied to informed good-faith board decisions
  • Delegations of authority mapped between board, committees and executives
  • Conflicts of interest declared, assessed, recorded and managed
  • Related-party transactions reviewed using independence and fairness tests
  • Confidentiality, collective responsibility and dissent managed within board protocols

Participants can assess whether board composition and operating structures support effective oversight.

  • Board skills matrix built from strategy, risk and succession needs
  • Independence criteria assessed against relationships, tenure and financial interests
  • Chair, chief executive and lead independent director roles separated
  • Board size evaluated against decision quality and committee workload
  • Diversity dimensions considered through skills, experience, perspective and representation
  • Director appointment process structured through nomination criteria and due diligence

Participants can draft board mandates that clarify authority, reserved matters and management delegations.

  • Board charter clauses covering purpose, authority, membership and meeting arrangements
  • Reserved matters schedule distinguishes board approval from management authority
  • RACI matrix clarifies decision roles for material governance matters
  • Delegation instrument sets financial limits, approvals and reporting triggers
  • Terms of reference define committee powers and escalation routes
  • Decision log records resolutions, dissent, owners and completion dates

Participants can plan board meetings and assess whether information supports informed decisions.

  • Annual board calendar aligned with strategy, reporting and assurance cycles
  • Consent agenda separates routine approvals from substantive board discussion
  • Board pack quality tested for relevance, materiality, clarity and timeliness
  • Pre-read questions identify assumptions, missing evidence and decision implications
  • Chairing techniques balance participation, challenge, time and decision closure
  • Minutes capture resolutions, rationale, recusals and follow-up accountabilities

Participants can oversee strategy through defined choices, performance measures and review points.

  • Strategic choices tested through objectives, trade-offs, resources and assumptions
  • Balanced Scorecard links strategic objectives with outcome and driver measures
  • Board dashboard distinguishes leading indicators from lagging performance measures
  • Scenario planning tests strategy against plausible disruption and uncertainty
  • Capital allocation proposals assessed against returns, risks and strategic fit
  • Management performance challenged through variance analysis and corrective actions

Participants can establish risk appetite and direct board attention to material exposures.

  • Risk appetite statement connects strategic objectives with acceptable exposure levels
  • Risk taxonomy groups strategic, financial, operational, conduct and compliance risks
  • Heat maps challenged for likelihood, impact, velocity and control confidence
  • Key risk indicators set thresholds, tolerances and escalation triggers
  • Risk register reviews assess ownership, treatment actions and residual exposure
  • Emerging risk scans use horizon scanning and scenario analysis

Participants can evaluate assurance arrangements and board reporting on internal control.

  • Three Lines Model assigns management, oversight and independent assurance responsibilities
  • COSO Internal Control framework links controls to objectives and risks
  • Assurance map identifies duplication, gaps and untested material risks
  • Control deficiencies classified by severity, root cause and remediation owner
  • Internal audit plans assessed for independence, scope and risk alignment
  • Board assurance statements supported by evidence, testing and disclosure

Participants can read financial information and ask board-level questions about financial stewardship.

  • Income statement trends analysed through margin, volume and cost drivers
  • Balance sheet strength assessed through liquidity, debt and asset quality
  • Cash flow forecasts tested against assumptions, covenants and funding needs
  • Going-concern assessment reviewed using scenarios, liquidity and financing evidence
  • Material accounting estimates challenged for judgement, bias and disclosure
  • Management accounts reconciled with budget, forecast and prior-period results

Participants can support audit committee oversight of reporting quality, auditors and remediation.

  • Audit committee charter defines financial reporting and assurance responsibilities
  • External auditor independence assessed through fees, tenure and non-audit services
  • Audit planning materiality examined against business risks and reporting judgements
  • Management letter findings tracked through remediation owners and due dates
  • Significant audit matters reviewed before financial statement approval
  • Private sessions with auditors protect candid escalation and independence

Participants can oversee ethical culture, misconduct reporting and proportionate investigations.

  • Code of conduct sets expected behaviours and prohibited practices
  • Tone from the top assessed through decisions, incentives and consequences
  • Whistleblowing channels evaluated for confidentiality, access and retaliation safeguards
  • Misconduct investigations governed through independence, evidence and due process
  • Conduct risk indicators track complaints, breaches, turnover and disciplinary outcomes
  • Board responses distinguish individual accountability from system-level remediation

Participants can oversee compliance obligations and regulatory engagement without assuming management duties.

  • Compliance obligations register links laws, licences, policies and accountable owners
  • Regulatory correspondence escalated using materiality, urgency and reputational impact criteria
  • Breach reporting protocols define investigation, notification and remediation decisions
  • Legal privilege considered when commissioning sensitive reviews and investigations
  • Board compliance reports separate confirmed breaches from control indicators
  • Regulatory meeting preparation aligns messages, evidence and accountable executives

Participants can oversee executive appointments, remuneration and succession using transparent criteria.

  • Remuneration policy aligns fixed pay, incentives, risk and long-term value
  • Malus and clawback provisions reviewed for conduct and performance failures
  • Chief executive succession plan identifies emergency and long-term candidates
  • Talent pipelines assessed through readiness, development needs and retention risks
  • Performance objectives distinguish organisational outcomes from individual activity measures
  • Remuneration committee decisions documented against evidence and stakeholder expectations

Participants can oversee material disclosures and stakeholder accountability with clear board ownership.

  • Stakeholder mapping identifies interests, influence, dependencies and accountability commitments
  • Materiality assessment prioritises matters requiring board oversight and disclosure
  • Annual report narratives tested against performance, risk and governance evidence
  • Investor, donor and public communications aligned with approved disclosures
  • Crisis communications protocols specify spokespersons, approvals and escalation thresholds
  • Stakeholder complaints analysed for recurring issues and governance implications

Participants can improve boardroom challenge, decision quality and constructive working relationships.

  • Psychological safety enables dissent, questions and early risk escalation
  • Red-team review tests major proposals, assumptions and unintended consequences
  • Pre-mortem analysis identifies plausible failure modes before board approval
  • Cognitive biases recognised in anchoring, groupthink, optimism and confirmation patterns
  • Constructive challenge uses evidence, alternatives and consequence-focused questioning
  • Chair interventions address dominance, silence, conflict and premature closure

Participants can conduct a structured board evaluation and convert findings into improvement actions.

  • Board evaluation criteria cover composition, meetings, information, culture and outcomes
  • Director self-assessments gather evidence on contribution, conduct and development needs
  • Peer feedback protocols protect candour, fairness and confidentiality
  • Meeting observation identifies interaction patterns, challenge quality and time allocation
  • Evaluation findings prioritised through impact, urgency and feasibility criteria
  • Improvement plans assign actions, owners, milestones and review measures

Participants can build, review and present a complete governance improvement pack for a selected organisation.

  • Governance diagnostic synthesises board structure, risks, controls and decision practices
  • Board charter drafted with reserved matters and delegation boundaries
  • Committee map aligns mandates with audit, risk, remuneration and nomination needs
  • Annual governance calendar schedules decisions, reporting and evaluation milestones
  • Risk oversight model connects appetite, indicators, assurance and escalation
  • Board effectiveness plan prioritises actions, owners, evidence and review dates

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

What you take back to work

  1. Board charter template
  2. Reserved matters schedule
  3. Annual board and committee calendar
  4. Board paper review checklist
  5. Risk appetite statement template
  6. Governance improvement pack

Who should attend

  • Board Members — strengthen oversight, challenge and decision-making discipline
  • Aspiring Directors — prepare for first board or committee appointments
  • Chief Executives — improve the quality of board reporting and engagement
  • Company Secretaries — design effective governance processes, records and board support
  • Risk and Internal Audit Leaders — provide assurance that meets board information needs
  • Senior Public Officials — discharge fiduciary and stewardship responsibilities on governing bodies

Skills and tools covered

Board effectivenessRisk oversightDirector accountabilityCommittee governanceFinancial stewardshipEthical decision-making

Tools and standards

G20/OECD Principles of Corporate Governance, COSO Internal Control Framework, Three Lines Model, Balanced Scorecard

How the course runs

Training methodology

The course uses short instructor briefings to establish governance principles, followed by board-paper analysis, sector-based cases, facilitated group work and committee simulations. Participants assess realistic decisions involving strategy, audit findings, executive remuneration, conduct incidents and conflicts of interest. They apply each method to an organisation or governing body relevant to their role, receive structured peer and instructor feedback, and refine their governance improvement pack throughout the programme. The final session is a formal board-style presentation and review.

Requirements and prerequisites

Participants should have experience in senior management, functional leadership, governance support, advisory work or committee service. Familiarity with basic organisational structures, financial reports and risk concepts is helpful because the course uses board papers, accounts and governance scenarios. Participants do not need previous board membership, legal qualifications, accounting certification or prior study of a specific national governance code. The course addresses widely used governance principles while recognising that director duties and regulatory requirements differ by jurisdiction and sector.

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

You should have senior management, governance support, advisory, committee or board-related experience. Previous board service is helpful but not required, and no legal or accounting qualification is needed.

Bring a current board charter, committee terms of reference, board pack or governance concern if your organisation permits this. Sensitive information can be anonymised, and course materials provide alternative case documents.

It is designed for current and aspiring directors, company secretaries, chief executives, senior public officials, internal auditors, risk leaders and executives who report to boards. It suits participants working in commercial, public, regulated and not-for-profit bodies.

This course focuses on the board's role in direction, oversight, accountability and decision quality. It addresses how directors govern management, rather than how managers run operations or specialists administer risk processes.

You will leave with a governance improvement pack that can be adapted for your board or committee. It includes practical documents for clarifying decision rights, improving board information, strengthening risk oversight and planning board evaluation.

Each training day runs from 08:30 to 16:30 and provides about 6.5 contact hours. The first week establishes board duties, structures, strategy, risk and financial oversight; the second week focuses on assurance, conduct, people, board dynamics, evaluation and the final presentation.

Questions about this course?

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

Ask on WhatsApp info@skillsetdevelopment.com

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