Corporate Governance Training Course

Duration 5 days 10 modules · 33 contact hours
Level Intermediate Certificate on completion
Who attends Current directors, Aspiring directors and others
Fee from USD 1,100 KSh 95,000 for Kenyan organisations
Where 52 cities + online See dates by city
Next start 7 Nov 2026 Course code SD-CG-039

Before you join: Participants should have experience in management, senior functional leadership, governance support, risk, audit, finance, legal, public administration or committee work.

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 are expected to set direction, appoint and challenge senior executives, oversee risk and control, protect stakeholder interests and make defensible decisions under scrutiny. Yet many directors and senior managers are unclear about where board authority ends, how committees should operate, what good challenge looks like, and how governance failures develop. The result can be weak oversight, unclear accountability, unmanaged conflicts, poor information flows and decisions that cannot withstand shareholder, regulator or public examination.

This course examines the role of directors and boards through the full governance cycle. Participants assess board structures, director duties, reserved matters, committee mandates, board papers, risk oversight, internal control, succession, remuneration, culture and stakeholder accountability. They use recognised reference points including the OECD Principles of Corporate Governance, the UK Corporate Governance Code and the COSO Internal Control Framework. The course develops the ability to contribute effectively to board discussions, support sound decisions and identify governance weaknesses before they become incidents.

Teaching combines focused instructor briefings with boardroom cases, document reviews, group analysis, decision simulations and structured application planning. Cases reflect the governance issues faced by listed companies, state-owned enterprises, banks, charities, public bodies and multinational subsidiaries. Participants leave with a practical board governance improvement pack: a board and committee calendar, reserved matters schedule, board-paper review checklist, risk oversight dashboard and personal director action plan.

The course is suited to current and aspiring directors, senior executives who report to boards, company secretaries, governance professionals, internal auditors, risk leaders and committee members. It is designed for professionals who need to understand board responsibilities and make governance arrangements work in their own organisation.

What you will be able to do

  • Evaluate board structures against director duties, stakeholder expectations and governance principles
  • Define reserved matters, delegations and committee mandates using a governance authority matrix
  • Assess director independence, conflicts of interest and fiduciary duty scenarios
  • Design board agendas, annual calendars and decision-quality board paper requirements
  • Apply COSO principles to board oversight of risk management and internal control
  • Conduct board and committee effectiveness reviews using evidence-based evaluation criteria
  • Challenge executive proposals through structured questioning, assurance mapping and risk analysis
  • Produce a board governance improvement plan with priorities, owners and review dates

Benefits of attending

For you

  • Greater confidence contributing to board and committee discussions
  • Clearer understanding of personal director duties and liability exposure
  • Practical methods for challenging executive proposals constructively
  • Stronger ability to interpret board papers, risk reports and assurance findings
  • A credible governance improvement plan for current or future board roles

For your organisation

  • Clearer separation between board oversight and executive management
  • Better board decisions supported by relevant information and recorded challenge
  • Earlier identification of conflicts, control gaps and emerging governance failures
  • More effective committee reporting, escalation and follow-through
  • Stronger evidence of accountable stewardship for regulators, owners and stakeholders

Course modules

10 modules over 5 days

Participants can explain why boards exist and distinguish core governance responsibilities from executive management responsibilities.

  • Agency theory, stakeholder theory and stewardship theory compared for board decisions
  • OECD Principles of Corporate Governance as a board accountability benchmark
  • Shareholder rights, stakeholder interests and legitimate organisational purpose distinguished clearly
  • Governance architecture: owners, board, committees, executives and assurance functions
  • Reserved matters schedule separating board authority from management authority
  • Fiduciary duties of care, loyalty, skill and good faith
  • Personal liability triggers, indemnities, insurance and statutory protections

Participants can assess whether board composition, appointments and independence arrangements support effective oversight.

  • Board size, composition and tenure matched to strategic oversight needs
  • Skills matrix identifying capability gaps, succession priorities and appointment criteria
  • Independent non-executive director tests and potential relationship conflicts
  • Chair, chief executive and lead independent director roles separated
  • Director induction plans covering business model, risks and governance documents
  • Succession planning for directors, chairs and critical committee roles
  • Diversity of thought, experience and background linked to decision quality

Participants can identify duty, conduct and conflict issues and recommend appropriate board responses.

  • Duty of care applied to preparation, attendance and informed decisions
  • Loyalty duties tested against related-party transactions and competing interests
  • Conflict-of-interest registers, declarations and recusal procedures maintained properly
  • Gifts, hospitality and external appointments assessed through conduct policies
  • Confidentiality obligations, insider information and market disclosure controls
  • Minute-taking standards recording challenge, dissent and decision rationale
  • Whistleblowing arrangements protecting reporters and escalating serious allegations

Participants can plan board processes that produce focused debate, clear decisions and accountable follow-up.

  • Annual board calendar aligned with strategy, reporting and assurance cycles
  • Forward agenda planning distinguishes decision, discussion and information items
  • Consent agendas release meeting time for material oversight questions
  • Board paper templates state recommendations, options, risks and required decisions
  • Decision rights clarified through RACI and delegated authority schedules
  • Chairing techniques balance participation, challenge, pace and constructive dissent
  • Action logs assign owners, deadlines, evidence and closure criteria

Participants can define committee mandates, reporting lines and escalation routes without duplicating board responsibilities.

  • Audit committee terms of reference define financial reporting oversight
  • Risk committee mandates address appetite, exposures and emerging threats
  • Remuneration committee oversight links incentives with conduct and performance
  • Nomination committee processes govern appointments, succession and board renewal
  • Committee charters specify membership, quorum, authority and reporting requirements
  • Assurance mapping clarifies first, second and third line responsibilities
  • Escalation protocols route material issues from committees to the full board

Participants can connect board strategy oversight with performance monitoring and executive accountability.

  • Board-approved strategy defines purpose, choices, priorities and measurable outcomes
  • Strategic assumptions tested through scenarios, sensitivities and leading indicators
  • Balanced Scorecard measures financial, customer, process and capability performance
  • Chief executive objectives tied to strategy, risk and conduct expectations
  • Performance dashboards distinguish outcomes, drivers, trends and management explanations
  • Capital allocation decisions tested against risk appetite and strategic fit
  • Board challenge questions probe evidence, alternatives, dependencies and execution capacity

Participants can oversee risk, controls and assurance using structured board-level reporting and challenge.

  • Risk appetite statements define boundaries, thresholds and escalation triggers
  • Corporate risk registers connect causes, events, impacts and controls
  • COSO Internal Control Framework applied to oversight of control systems
  • Three Lines Model distinguishes management, risk functions and internal audit
  • Heat maps tested for probability bias, aggregation limits and false precision
  • Internal audit plans aligned with strategic risks and control assurance needs
  • Control failures investigated through root-cause analysis and remediation tracking

Participants can ask informed questions about financial reporting, audit findings and executive pay decisions.

  • Financial statements reviewed for liquidity, solvency and going-concern assumptions
  • Audit committee questions challenge estimates, judgments and accounting policy choices
  • External auditor independence assessed through tenure, fees and non-audit services
  • Management letters tracked for control deficiencies and remediation progress
  • Fraud risk indicators examined through anomalies, overrides and incentive pressures
  • Remuneration scorecards balance financial results, risk, conduct and sustainability
  • Clawback and malus provisions address misconduct and misstated performance

Participants can oversee culture, ethical conduct and stakeholder commitments through evidence and accountability mechanisms.

  • Board culture discussions connect stated values with observed management behaviour
  • Conduct risk indicators reveal incentives, complaints, turnover and policy breaches
  • Speak-up data analysed for retaliation concerns and unresolved misconduct patterns
  • Stakeholder mapping identifies affected groups, interests, influence and engagement methods
  • Materiality assessments prioritise environmental, social and governance reporting issues
  • Crisis governance assigns decision authority, communications and stakeholder accountability
  • Reputation risk evaluated through trust indicators, media signals and stakeholder feedback

Participants can evaluate board effectiveness and prepare a prioritised governance improvement plan.

  • Board effectiveness reviews assess composition, behaviours, processes and outcomes
  • Self-assessment questionnaires gather evidence from directors and senior executives
  • Meeting observations identify participation patterns, challenge quality and time allocation
  • Committee evaluations test mandate clarity, reporting quality and decision follow-through
  • Governance gap analysis compares current arrangements with stated governance principles
  • Improvement roadmaps prioritise actions by risk, ownership, timing and dependencies
  • Personal director action plans define behaviours, knowledge gaps and review milestones

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

What you take back to work

  1. Board and committee annual calendar template
  2. Reserved matters and delegation matrix
  3. Director conflicts-of-interest checklist
  4. Board paper quality review checklist
  5. Risk appetite and assurance dashboard model
  6. Board governance improvement action plan

Who should attend

  • Current directors — clarify legal, fiduciary and oversight responsibilities
  • Aspiring directors — prepare for board and committee appointments
  • Chief executives and executives — improve reporting and accountability to the board
  • Company secretaries — strengthen board processes, records and governance advice
  • Risk and internal audit leaders — align assurance reporting with board oversight needs
  • Public-sector and NGO trustees — meet stewardship duties for public or charitable assets

Skills and tools covered

Board effectivenessDirector accountabilityRisk oversightCommittee governanceDecision challengeGovernance reporting

Tools and standards

OECD Principles of Corporate Governance, UK Corporate Governance Code, COSO Internal Control Framework, Three Lines Model

How the course runs

Training methodology

The course uses short instructor briefings to establish governance principles, followed by case work based on board failures, contested decisions and oversight gaps. Participants analyse board papers, committee terms of reference, risk reports and conflict declarations. Group exercises examine director challenge, delegation boundaries and assurance evidence, while boardroom simulations test decision-making under incomplete information. Each participant translates the methods into an application plan for their own board, committee or executive reporting relationship.

Requirements and prerequisites

Participants should have experience in management, senior functional leadership, governance support, risk, audit, finance, legal, public administration or committee work. They should be familiar with how their organisation is structured and how major decisions are approved. No previous board appointment is required, and the course does not assume legal training, accounting qualifications or detailed knowledge of a particular national company law. Participants should bring examples of their board or committee arrangements where confidentiality permits, but course materials provide the necessary frameworks and templates.

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 management, governance, risk, audit, finance, legal or committee experience. Previous board service is useful but not required, and legal or accounting qualifications are not assumed.

Bring a current board or committee agenda, terms of reference, governance policy or board-paper format if your organisation permits sharing it. Materials can be anonymised, and all course templates are provided.

It is suited to current and aspiring directors, company secretaries, executives reporting to boards, trustees, risk leaders and internal audit professionals. It also suits senior managers who need to understand how board oversight affects their decisions and reporting.

The course focuses on how boards work: director conduct, meeting processes, committee oversight, challenge, risk, assurance and governance improvement. Legal duties are addressed as practical decision responsibilities rather than as a detailed legal qualification.

Participants can use the templates to improve meeting calendars, board papers, committee mandates, conflict controls and risk reporting. The final improvement plan identifies actions, owners and review dates for their own governance setting.

Training runs from 08:30 to 16:30 each day, providing about 6.5 contact hours daily. Time is divided among instructor input, case analysis, document reviews, group work, boardroom simulations 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.

Ask on WhatsApp info@skillsetdevelopment.com

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