Roles and Responsibilities of Board Members Training Course

Duration 5 days 10 modules · 33 contact hours
Level Intermediate Certificate on completion
Who attends Board Members, 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 16 Nov 2026 Course code SD-CG-056

Before you join: Participants should have experience in management, governance, assurance, finance, legal, risk, compliance or a related senior professional role.

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

Board members are expected to make informed decisions on strategy, financial stewardship, risk, conduct and organisational performance while maintaining proper independence from management. Weak board practice can produce unclear accountability, unmanaged conflicts of interest, poor challenge, inadequate oversight of financial reporting, and delayed responses to material risks. Directors must understand both their collective responsibilities and the limits of their individual authority.

This course examines the duties, structures and working methods of effective boards. Participants learn how boards set direction, approve major decisions, supervise executive management, oversee risk and controls, scrutinise financial information, and uphold ethical standards. The programme covers board composition, committee mandates, delegated authorities, board papers, meeting discipline, audit oversight, succession planning and formal board evaluation. Participants also apply recognised governance references, including the OECD G20 Principles of Corporate Governance, COSO Internal Control and the Three Lines Model.

Teaching combines focused instructor briefings, governance cases, group analysis of board decisions, financial reporting reviews, simulated committee discussions and structured application planning. Cases reflect issues faced by regulated firms, public bodies, multinational groups, family-owned companies and mission-led organisations. Participants leave with a practical Board Governance Toolkit containing reusable templates for board charters, annual calendars, committee terms of reference, risk oversight and board evaluation. The course is available as five classroom days in 50+ cities or as live online delivery, with approximately 32.5 contact hours and a certificate of completion.

The course is suited to current and aspiring directors, senior executives who report to boards, company secretaries, governance professionals, internal auditors and risk leaders. It is particularly useful for people who need to improve the quality of board information, decisions, challenge and follow-through.

What you will be able to do

  • Explain directors’ fiduciary duties, statutory responsibilities and personal liability exposures
  • Design a board governance structure using charters, delegated authorities and committee mandates
  • Assess board composition through a skills matrix, independence criteria and succession requirements
  • Challenge strategic proposals using scenario planning, assumptions testing and investment criteria
  • Interpret financial statements, budgets, cash-flow forecasts and key financial ratios
  • Evaluate risk oversight using risk appetite statements, COSO Internal Control and the Three Lines Model
  • Run effective board and committee meetings using decision-focused papers, agendas and minutes
  • Produce a board effectiveness action plan based on formal evaluation findings

Benefits of attending

For you

  • Greater confidence challenging management proposals without taking operational control
  • Clearer judgement on fiduciary duties, conflicts and personal liability risks
  • Practical methods for reading board papers and identifying missing evidence
  • Improved ability to question financial performance, liquidity and investment decisions
  • A structured plan for personal director development and board contribution

For your organisation

  • Clearer division of authority between the board, committees and executive management
  • Better quality challenge of strategy, investments, performance and major transactions
  • Earlier escalation of material risks, control failures and conduct concerns
  • More disciplined board meetings, decisions, records and action follow-through
  • Stronger evidence for governance reviews, regulator enquiries and stakeholder assurance

Course modules

10 modules over 5 days

Participants can explain the source, scope and limits of board and director authority.

  • Corporate purpose, legal personality, and separation of ownership from control
  • Fiduciary duties: care, loyalty, good faith, and proper purpose
  • Company constitutions, shareholder agreements, and reserved powers mapped clearly
  • OECD G20 Principles as a reference point for board accountability
  • Distinguishing director authority from management authority through delegated powers
  • Personal liability triggers: conflicts, insolvency, disclosure failures, and unlawful distributions

Participants can assess whether board composition and committee arrangements support effective oversight.

  • Board skills matrix tied to strategy, risks, and succession needs
  • Independence criteria, tenure, relationships, and materiality considerations assessed
  • Chair, lead independent director, executive, and non-executive roles compared
  • Committee charters for audit, risk, remuneration, and nominations
  • Director appointment, induction, development, and removal processes documented
  • Succession plans addressing emergency vacancies and planned leadership transitions

Participants can establish governance structures, information flows and annual board work plans.

  • Delegations of authority translated into approval limits and escalation routes
  • Board charter provisions covering purpose, membership, conduct, and evaluation
  • Annual governance calendar aligned with statutory filings and decision cycles
  • Information rights, board papers, and management reporting protocols defined
  • Entity governance maps for subsidiaries, joint ventures, and controlled affiliates
  • ISO 37000 guidance applied to governing body responsibilities

Participants can challenge strategy and monitor execution without assuming management responsibilities.

  • Strategy oversight cycle linking purpose, choices, performance, and resource allocation
  • Board challenge using scenario planning, assumptions testing, and strategic options
  • Strategic dashboards separating leading indicators from lagging financial measures
  • Capital allocation decisions tested against risk appetite and investment criteria
  • Market entry, acquisition, and transformation proposals subjected to board scrutiny
  • Management accountability established through milestones, benefits, and corrective actions

Participants can interpret financial information and question significant financial decisions.

  • Reading income statements, balance sheets, cash flows, and management accounts
  • Financial ratio analysis covering liquidity, profitability, gearing, and working capital
  • Budget approval challenged through drivers, sensitivities, contingencies, and forecast variance
  • Capital expenditure cases assessed using NPV, IRR, payback, and hurdle rates
  • Going-concern assessments, covenant headroom, and liquidity scenarios reviewed
  • Dividend, solvency, and capital maintenance decisions considered within legal constraints

Participants can oversee risk appetite, internal controls and assurance accountabilities.

  • Risk appetite statements linked to strategic objectives, limits, and tolerances
  • Risk registers tested for ownership, velocity, controls, and residual exposure
  • COSO Internal Control components used to assess control design
  • Three Lines Model clarifies governing body, management, and assurance accountabilities
  • Cybersecurity, third-party, conduct, and operational resilience risks examined
  • Risk reporting escalates threshold breaches, emerging risks, and control failures

Participants can fulfil board and audit committee responsibilities for assurance and reporting.

  • Audit committee mandate, financial reporting duties, and independence requirements
  • External auditor appointment, scope, fees, independence, and findings reviewed
  • Internal audit plans aligned with risk assessments and assurance gaps
  • Material misstatements, fraud indicators, and management bias challenged effectively
  • Whistleblowing arrangements tested for confidentiality, investigation, and board reporting
  • Year-end reporting timetable covers audit clearance, approvals, and disclosures

Participants can govern conflicts, conduct expectations and stakeholder accountability.

  • Conflict-of-interest registers, declarations, recusals, and related-party transactions managed
  • Code of conduct oversight addresses bribery, harassment, and retaliation
  • Stakeholder mapping identifies affected parties, influence, expectations, and engagement methods
  • ESG claims tested against evidence, governance, targets, and reporting controls
  • Remuneration policies connect incentives, conduct expectations, risk, and performance
  • Crisis communications define spokesperson authority, disclosure thresholds, and stakeholder messages

Participants can organise disciplined meetings and maintain defensible decision records.

  • Chair agendas distinguish decision items, discussion items, and information items
  • Board papers use decision requests, evidence, options, risks, and recommendations
  • Constructive challenge techniques test assumptions without displacing management accountability
  • Minutes record decisions, dissent, actions, owners, deadlines, and rationale
  • Confidentiality protocols govern access, retention, secure channels, and privileged advice
  • Virtual meeting controls address attendance, identity, voting, and recordkeeping

Participants can evaluate board effectiveness and create targeted governance improvement plans.

  • Board evaluation criteria assess composition, behaviours, information, committees, and outcomes
  • Individual director self-assessments identify development priorities and contribution gaps
  • External evaluation scopes, interviewer protocols, and report follow-up considered
  • Action trackers assign governance improvements, owners, milestones, and evidence
  • Annual board development plans combine training, mentoring, and succession actions
  • Personal director action plan addresses first ninety days and priorities

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

What you take back to work

  1. Board charter template
  2. Delegations of authority matrix
  3. Annual board governance calendar
  4. Board paper assessment checklist
  5. Risk appetite and assurance map
  6. Board effectiveness action plan

Who should attend

  • Board Members — strengthen oversight, challenge and decision-making responsibilities
  • Aspiring Directors — prepare for appointment through practical governance knowledge
  • Chief Executives — understand board expectations and improve reporting to directors
  • Company Secretaries — support compliant board processes, records and governance structures
  • Internal Audit Leaders — align assurance work with board and audit committee needs
  • Risk and Compliance Leaders — improve escalation, risk reporting and conduct oversight

Skills and tools covered

Board governance designDirector accountabilityStrategic challengeFinancial oversightRisk governanceBoard evaluation

Tools and standards

OECD G20 Principles of Corporate Governance, COSO Internal Control, Three Lines Model, ISO 37000

How the course runs

Training methodology

The course uses short instructor briefings to establish governance principles, followed by cases, facilitated group analysis, board-paper reviews and decision simulations. Participants examine realistic issues such as conflicted transactions, weak risk reporting, financial underperformance, audit findings and succession gaps. Small-group work focuses on applying governance tools to evidence and decisions rather than repeating theory. Facilitated reflection and application planning help participants adapt the methods to their board, committee or executive reporting responsibilities.

Requirements and prerequisites

Participants should have experience in management, governance, assurance, finance, legal, risk, compliance or a related senior professional role. Familiarity with organisational reporting lines, annual planning and management reports is helpful. Current directors will benefit from applying the material to their own board responsibilities, but prior board service is not required. Participants do not need legal qualifications, accounting certification, prior corporate governance training or advanced financial modelling skills. The course explains key financial and governance concepts before applying them to board decisions.

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 professional experience in management, governance, risk, compliance, assurance, finance or a comparable senior role. Previous board service is useful but not required, and the course does not assume legal or accounting qualifications.

Bring examples of non-confidential board papers, committee terms of reference, governance policies or reporting challenges if these are available. You do not need to share confidential documents; anonymised examples are sufficient for application planning.

The course suits serving and aspiring directors, senior executives, company secretaries, internal audit leaders, risk leaders and compliance professionals. It is also relevant to executives who prepare material for board or committee review.

The programme concentrates on what board members do: make decisions, challenge management, oversee risk, approve major actions and maintain proper records. It gives particular attention to director duties, board processes, committee work and the quality of information presented to directors.

Participants use practical templates for board charters, governance calendars, delegated authorities, board papers, risk oversight and evaluation. The final module converts course findings into priorities for a current board, committee or executive reporting role.

The course provides approximately 32.5 contact hours, normally delivered from 08:30 to 16:30 each day. Ten modules cover board duties, structure, strategy, finance, risk, assurance, conduct, meetings and board improvement.

Questions about this course?

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