Corporate Governance Responsibilities for Non-Executive Directors Training Course

Course overview

Non-executive directors are expected to provide independent judgement, challenge management constructively and protect the organisation’s long-term interests without becoming involved in day-to-day executive management. The role becomes difficult when board papers are incomplete, financial or risk signals conflict, conflicts of interest emerge, or the board must make defensible decisions under regulatory, shareholder or public scrutiny. This course equips participants to understand where oversight responsibility begins and ends, and how to evidence effective governance.

Across five days, participants examine the legal and practical duties of non-executive directors; board structure and committee mandates; fiduciary duties; conflicts; strategic oversight; financial reporting; risk governance; internal control; audit; remuneration; succession; stakeholder accountability; and board evaluation. They practise questioning executive proposals, interpreting board packs, testing assurance evidence, escalating concerns and recording decisions through clear minutes and action logs. The course uses recognised governance frameworks, including the UK Corporate Governance Code, OECD G20 Principles of Corporate Governance and relevant Companies Act director-duty concepts.

Instruction combines facilitated briefings with realistic boardroom cases, committee simulations, peer challenge and document-based analysis. Participants review a mock board pack containing strategy proposals, management accounts, risk reports, audit findings and a potential related-party transaction. They leave with a practical Non-Executive Director Governance Action Plan, including a board-questioning checklist, personal conflict register prompts, committee oversight priorities and actions to strengthen governance in their own organisation.

The course is suited to newly appointed and aspiring non-executive directors, independent directors, trustees and senior leaders preparing for board-level oversight responsibilities in listed, private, public-sector or not-for-profit organisations.

Course objectives

By the end of this course, participants will be able to:

• Distinguish non-executive oversight responsibilities from executive management accountabilities using a board responsibility matrix
• Apply director-duty principles to decisions involving care, loyalty, good faith and organisational purpose
• Interrogate a board pack using a structured questioning framework for strategy, performance, risk and assurance
• Assess board and committee effectiveness against defined terms of reference, meeting agendas and information flows
• Evaluate financial, audit and risk reports to identify material control weaknesses and escalation requirements
• Manage conflicts of interest and related-party transactions using declarations, recusals and documented safeguards
• Challenge strategic proposals through scenario testing, stakeholder impact analysis and long-term value criteria
• Produce a personal Non-Executive Director Governance Action Plan with priorities for the first 90 days

Benefits of attending

Target competencies

Who should attend

• Newly appointed Non-Executive Directors — who need a practical framework for independent oversight from their first board meeting
• Aspiring Non-Executive Directors — who are preparing to move from executive leadership into a board role
• Independent Directors — who must strengthen challenge, assurance and decision-recording practices
• Board Trustees — who carry fiduciary and stewardship responsibilities for charitable or mission-led organisations
• Committee Chairs — who oversee audit, risk, remuneration or nomination matters on behalf of the board
• Senior Executives Supporting Boards — who prepare board papers and need to understand what effective non-executive challenge requires

Requirements and prerequisites

This is a foundation-to-intermediate course. Participants should have a working understanding of how their organisation operates, including its strategic objectives, senior leadership structure and main sources of financial or operational risk. Familiarity with basic board terms such as agenda, minutes, annual report, risk register and audit is helpful, but prior board experience is not required. Participants do not need legal training, accounting qualifications or experience with governance software. Complete beginners should expect to work with simplified board papers and financial extracts before applying the same review methods to more complex governance scenarios.

Training methodology

The programme is delivered through instructor-led governance briefings, facilitated boardroom discussion and document-based workshops. Participants analyse board packs, committee terms of reference, risk registers, audit reports, remuneration papers and conflict declarations rather than working from abstract principles alone. Small groups conduct a simulated board meeting, rotate through non-executive and committee-chair roles, and practise challenging an executive proposal while preserving constructive relationships. Each day closes with an applied task, culminating in an individual governance action plan aligned to the participant’s board or prospective appointment.

Course outline

Day 1: The Non-Executive Director mandate

• Purpose, stewardship and long-term value creation
• Executive and non-executive accountability boundaries
• Director duties, fiduciary responsibilities and standards of care
• Board composition, independence and diversity of thought
• Board charters, reserved matters and delegated authorities
• Effective board agendas, annual calendars and information rights
• Constructive challenge versus operational interference

Workshop: Participants map a sample board’s reserved matters and produce a responsibility matrix separating board, committee and executive decisions.

Day 2: Board information and strategic oversight

• Board-pack quality criteria and information asymmetry
• Strategic proposal evaluation using assumptions, options and sensitivities
• Key performance indicator design and performance narrative testing
• Stakeholder, purpose and sustainability considerations in board decisions
• Scenario planning and downside-case challenge
• Questioning techniques for executive presentations
• Minutes, action logs and decision-rationale records

Workshop: Using a simulated acquisition paper, participants prepare a board-questioning brief and draft the decision conditions that should be recorded in the minutes.

Day 3: Financial, risk and assurance responsibilities

• Reading management accounts, cash flow and balance-sheet indicators
• Financial reporting oversight and going-concern considerations
• Enterprise risk management frameworks and risk appetite statements
• Risk-register review and control effectiveness testing
• Internal audit, external audit and the three lines model
• Audit and risk committee mandates and reporting routes
• Whistleblowing, speak-up mechanisms and escalation protocols

Workshop: Participants review an integrated financial and risk pack, identify assurance gaps and produce an audit and risk committee escalation note.

Day 4: Integrity, people and accountability

• Conflict-of-interest declarations and recusal procedures
• Related-party transactions and safeguards for independent judgement
• Ethical culture, conduct indicators and speak-up oversight
• Executive remuneration governance and performance alignment
• Succession planning for directors and senior executives
• Nomination committee evaluation of skills, independence and tenure
• Stakeholder reporting, shareholder engagement and accountability

Workshop: In a committee simulation, participants assess a conflicted remuneration and related-party case and produce a documented recusal and recommendation process.

Day 5: Board effectiveness and personal application

• Board and committee evaluation methods
• Skills matrices, induction plans and continuing director development
• Meeting dynamics, dissent and collective decision-making
• Responding to governance failures and regulatory scrutiny
• Governance improvement roadmaps and maturity assessments
• Personal liability awareness and evidence of reasonable oversight
• Ninety-day Non-Executive Director action planning

Workshop: Participants conduct a board-effectiveness review of a case organisation and complete a personal Non-Executive Director Governance Action Plan with 30-, 60- and 90-day actions.

Tools & standards covered

UK Corporate Governance Code, OECD G20 Principles of Corporate Governance, Diligent Boards, Board Intelligence

A typical training day

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

What the fee includes

How you can take this course

Certification

Participants who complete the full five days receive the Skillset Development Certificate of Completion, stating the course title, course code, dates and delivery format — suitable for professional-development records and employer reimbursement.

Frequently asked questions