NACD Principles of Governance Board Practice Training Course

Course overview

Boards face decisions that cannot be delegated: appointing and evaluating the CEO, setting risk appetite, overseeing strategy, approving capital commitments, and responding to stakeholder concerns. Yet directors and senior leaders often work from committee calendars, board packs, and inherited practices that do not clearly show whether the board is fulfilling its fiduciary and oversight responsibilities. This course addresses the practical gap between knowing that good governance matters and applying a disciplined governance model in boardroom decisions, committee work, and director-management interactions.

Using the NACD Principles of Governance as the organising framework, participants examine board purpose, composition, independence, committee architecture, agenda design, information quality, CEO oversight, enterprise risk oversight, succession, culture, and shareholder engagement. They practise converting governance principles into operating mechanisms: a board skills matrix, committee charters, annual board calendar, CEO evaluation criteria, risk oversight questions, and board-pack review standards. Participants also learn how to distinguish governance from management, identify common oversight failures, and frame constructive challenge without undermining executive accountability.

Delivery combines instructor-led interpretation of the Principles with boardroom case discussions, governance document reviews, facilitated peer critique, and practical workshops. Participants work with realistic board papers, committee terms of reference, risk dashboards, and governance scenarios involving strategy disruption, executive succession, and reporting concerns. Each participant leaves with a tailored Board Governance Improvement Action Plan, including priority governance gaps, recommended board practices, ownership, and a 90-day implementation sequence that can be discussed with the chair, company secretary, CEO, or governance committee.

The course is suited to new and developing directors, board chairs, company secretaries, governance officers, and senior executives who support or regularly report to a board. It is also valuable for organisations strengthening board effectiveness before a growth event, regulatory review, leadership transition, restructuring, or investor engagement programme.

Course objectives

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

• Apply the NACD Principles of Governance to assess board purpose, accountability and operating practices
• Construct a board skills matrix that identifies capability gaps, independence considerations and succession priorities
• Draft an annual board and committee calendar aligned to strategy, risk, financial reporting and succession decisions
• Evaluate board-pack materials using criteria for decision relevance, risk visibility, timeliness and management accountability
• Design committee charters that define delegated authority, membership, reporting lines and meeting responsibilities
• Formulate risk oversight questions using risk appetite, key risk indicators and escalation thresholds
• Create CEO evaluation criteria linked to strategic objectives, culture, succession and stakeholder outcomes
• Produce a 90-day Board Governance Improvement Action Plan with priorities, owners and implementation milestones

Benefits of attending

Target competencies

Who should attend

• Non-Executive Directors — who need a practical framework for independent oversight and informed challenge
• Board Chairs and Committee Chairs — who set board agendas, lead deliberations and evaluate board effectiveness
• Company Secretaries — who design governance processes, board papers, calendars and committee support
• Chief Executive Officers — who must establish productive boundaries and reporting relationships with the board
• General Counsel and Governance Officers — who advise on governance architecture, fiduciary duties and board documentation
• Senior Executives Reporting to Boards — who need to provide decision-ready information and respond to director scrutiny

Requirements and prerequisites

This is a foundation-to-intermediate course. Participants should have basic familiarity with how a board, executive team and board committees interact, gained through board service, governance support, executive reporting, legal advisory work or senior management experience. Ability to read a board agenda, management report and high-level risk register will be helpful. Participants should bring awareness of their organisation’s governance documents where available, such as committee charters or a board calendar. No prior NACD coursework, legal qualification, accounting designation, director certification or specialist governance software is required. Complete beginners should expect an intensive introduction to board roles, terminology and practical governance documents.

Training methodology

The programme uses short instructor-led briefings to interpret each NACD governance principle, followed by document-based workshops and facilitated boardroom simulations. Participants assess sample board calendars, committee charters, CEO scorecards, risk dashboards and board packs against defined governance criteria. Small groups work through cases involving a strategic acquisition, a culture concern and an unplanned CEO departure, then defend their oversight approach in plenary discussion. The final day is an applied planning workshop in which participants build and peer-review a 90-day governance improvement plan for their own organisation or a supplied case company.

Course outline

Day 1: Board purpose, roles and governance architecture

• NACD Principles of Governance structure and practical application
• Board fiduciary role, duty of care and duty of loyalty
• Governance versus management decision-rights boundaries
• Board purpose statements and strategic oversight mandate
• Director independence, conflicts of interest and recusal protocols
• Board composition, diversity and the board skills matrix
• Board effectiveness indicators and governance diagnostic questions

Workshop: Participants complete a board governance diagnostic and produce a prioritised gap map for a case company.

Day 2: Board structure, committees and meeting discipline

• Board chair responsibilities and effective meeting leadership
• Committee architecture for audit, compensation, nomination and risk oversight
• Committee charter components and delegated authority limits
• Annual board calendar design and agenda sequencing
• Executive sessions and director-only deliberation protocols
• Board evaluation methods, questionnaires and interview evidence
• Director onboarding, continuing education and succession processes

Workshop: Participants draft a one-year board and committee calendar with meeting objectives, decision points and information requirements.

Day 3: Information, strategy and enterprise risk oversight

• Decision-ready board packs and information quality criteria
• Strategic plan oversight questions and strategic assumption testing
• Risk appetite statements and board-level risk tolerances
• Key risk indicators, thresholds and escalation triggers
• COSO ERM Framework applications for board risk oversight
• Cybersecurity, resilience and crisis preparedness reporting
• Financial reporting, internal control and assurance lines

Workshop: Participants review a simulated board pack and produce a director question set, information requests and escalation recommendations.

Day 4: CEO oversight, culture and stakeholder accountability

• CEO role clarity and board-management communication protocols
• CEO selection criteria and succession planning governance
• CEO performance scorecards linked to strategic outcomes
• Executive compensation oversight and incentive risk alignment
• Board oversight of organisational culture and conduct
• Whistleblowing, speak-up systems and misconduct escalation
• Shareholder engagement and stakeholder accountability practices

Workshop: Participants conduct a CEO evaluation committee workshop and produce a scorecard, succession triggers and culture oversight questions.

Day 5: Governance improvement and boardroom application

• Board response to a governance failure scenario
• OECD G20 Principles of Corporate Governance comparison
• Board refreshment, tenure and succession decision criteria
• Governance disclosure, transparency and stakeholder reporting
• Board action registers and accountability tracking
• Ninety-day governance improvement planning method
• Presenting governance recommendations to the chair and board

Workshop: Participants finalise and peer-review a 90-day Board Governance Improvement Action Plan with priorities, owners, milestones and measures.

Tools & standards covered

NACD Principles of Governance, COSO Enterprise Risk Management Framework, OECD G20 Principles of Corporate Governance, SEC EDGAR

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