IICD Event

CORPORATE GOVERNANCE BOARD LEADERSHIP TRAINING PROGRAMS - Banking Sector

CORPORATE GOVERNANCE
BOARD LEADERSHIP TRAINING PROGRAMS FOR THE BANKING SECTOR
BASED ON THE CORPORATE GOVERNANCE BOARD LEADERSHIP TRAINING RESOURCES KIT AND THE BANKING SUPLEMENT DEVELOPED BY GLOBAL CORPORATE GOVERNANCE FORUM WITH THE SUPPORT FROM INTERNATIONAL FINANCE CORPORATION (IFC)

Background
IICD proudly presents a series of training programs primarily for commissioners, directors, corporate secretaries and senior managers
in the banking sector who seek the training as a step in furthering corporate governance based on international standards within their companies.
The programs are also suitable for management consultants who can utilize the training to advise their clients to improve their governance practices
and for senior audit partners/managers who need to comprehend corporate governance concepts and practices as one crucial part of audit environment.
The training programs are based on the Corporate Governance Board Leadership Training Resources Kit (BLR) and the Suplement for banking sector developed
by Global Corporate Governance Forum - IFC. The resources kit follows the OECD Principles of Corporate Governance and it provides a comprehensive curriculum
from the role that directors/commissioners play in their boards to the approaches that directors can use to ensure that boards and managers adhere to best practices.
The resources kit is enhanced by IICD with the addition and adjustment of topics that are relevant with the banking environment in general and especially in Indonesia.

Target Participants
1. Commissioners/Those aiming to be commissioners
2. Directors/Those aiming to be directors
3. Corporate Secretaries
4. Members of committees (Audit, Nomination, Remuneration, Corporate Governance, etc)
5. Senior Executives
6. Senior Management Consultants
7. Audit Partners/Managers

Training Programs Offered
The training programs consist of eight programs. The three-days training program provides the basic and framework of corporate governance and preferably
is taken before other training programs, especially for those who are not yet familiar with the concept of corporate governance. Other training programs can be
taken in any sequence.
1. Three-days program: International Best Practices on Corporate Governance in the banking sector
2. One-day program:
a. The Effective Board in Banks
b. Strategic Leadership for Bankers
c. Bank Responsibility and Implementing Corporate Governance Change
d. Financial Oversight and Reporting in the Banking Sector
e. Banking Finance and Control Environment
f. Banking Risks and Rewards
g. Oversight of Risk Management
IICD intends to conduct the training programs regularly. The programs can also be conducted in the format of in-house training tailored to specific needs of companies.

I. INTERNATIONAL BEST PRACTICES ON CORPORATE GOVERNANCE IN THE BANKING SECTOR
The training provides a comprehensive overview of the OECD principles of corporate governance that are applicable to the banking sector. By the end of the training,
participants will be able to:
a. explain how a corporate governance framework works effectively within a company,
b. respond to corporate governance concerns and challenges,
c. assess their own company’s policies and procedures of a corporate governance system,
d. identify ethical challenges and how these are addressed through a model code of ethics,
e. explain company information (financial and non-financial) that should be disclosed,
f. determine good practices to deal with insider trading and related-party transactions,
g. identify shareowner rights established by law and describe how minority shareowner rights are protected,
h. identify key stakeholders and recognize their importance,
i. describe the board’s governance rules and responsibilities,
j. analyze directors’ legal duties and liabilities.
k. describe the nature of risk and the board’s role in risk management,
l. apply risk-assessment and decision-making framework.

The training consists of 6 modules:
BLR Module 1.1: An Overview of Corporate Governance
BLR Module 1.2: The Business Case for Corporate Governance
BLR Module 1.3: Disclosure and Transparency
BLR Module 1.4: The Role of Shareowners and Stakeholders within the Corporate Governance System
BLR Module 2.1: Board Role, Directors’ Duties and Liabilities
Banking Suplement: Part I Governance of Risk
Total training hours: 18 hours/ 3 days


II. THE EFFECTIVE BOARD IN BANKS: COMPOSITION, STRUCTURE, PRACTICES, AND PROCEDURES
The training examines the characteristics of an effective board in banks and identifies a. best bank practices associated with
the Boad of Commissioners (BOC) (including chairman of BOC, independent commissioners), Board of Directors and corporate secretary in the effectiveness
of communication/coordination and meeting, and b. best bank practices for board procedures. By the end of the training, participants will be able to:
a. identify the characteristics and benefits of a balanced board,
b. define types of commissioners/directors and their leadership attributes,
c. describe good practices in managing BOC and directors’ roles, responsibilities, committees, and remuneration,
d. identify good practices for effective board meeting preparation, conduct, and follow-up,
e. clarify board meeting roles and responsibilities of the chairman of BOC, members of BOC, president director, directors, and corporate secretary,
f. identify a dysfunctional board’s characteristics,
g. articulate key elements of a board evaluation,
h. develop solutions to improve a board’s effectiveness.

The training consists of three modules:
BLR Module 2.2: The Effective Board: Composition and Structure
BLR Module 2.3: Board Practices
BLR Module 2.4: Board Procedures
Total training hours: 7 hours/ 1 day

III. STRATEGIC LEADERSHIP FOR BANKERS
The training examines the board’s role in a. governing corporate strategy and b. evaluating the delivery of strategy. By the end of the training, participants will be able to:
a. explain and effective strategy’s components,
b. analyze the board’s role in the governance of a company strategy,
c. use the appropriate tools to formulate strategy,
d. use key performance frameworks and indicators to evaluate a. organizational performance, b. CEO’s and other executive directors’ performance,
e. identify, implement appropriate actions based on performance assessment.

The training consists of two modules:
BLR Module 3.1: The Governance of Strategy
BLR Module 3.2: Evaluating Strategy Delivery and Executive Directors’ Performance
Total training hours: 6 hours/ 1 day

IV. BANK RESPONSIBILITY AND IMPLEMENTING CORPORATE GOVERNANCE CHANGE
The training examines the role and needs of shareowners and stakeholders and how boards lead corporate governance change. By the end of the training, participants will be able to:
a. describe the business case and best practices of bank responsibility (BR),
b. relate the board’s role in strategy and risk to BR,
c. develop a CR strategy for a company and apply BR measurement and reporting tools.
d. develop plans for implementing corporate governance change within a company.

The training consists of two modules:
BLR Module 3.4: Bank Responsibility
BLR Module 5: Implementing Corporate Governance Change
Total training hours: 6 hours/1 day

V. FINANCIAL OVERSIGHT AND REPORTING IN THE BANKING SECTOR
The training examines the financial oversight role of the board and discusses corporate reporting to shareowners and other stakeholders that are relevant in the banking sector.
By the end of the training, participants will be able to:
a. describe the board role in financial stewardship and financial oversight,
b. analyze financial statements and their relation to liquidity, profitability, and performance,
c. understand the reporting environment and identify the key users and their information needs,
d. define the regulator’s role in enforcing reporting obligations,
e. explain the importance of effective shareowner communications and investor relations


The training consists of two modules:
BLR Module 4.1: Financial Oversight
BLR Module 4.2: Effective Reporting
Total training hours: 6 hours/1 day

VI. BANKING FINANCE AND THE CONTROL ENVIRONMENT
The training: a. discusses the board’s role in corporate finance and b. examines the company’s control environment. By the end of the training, participants will be able to:
a. assess the critical issues associated with determining a bank’s capital structure, dividend policy, and valuation,
b. identify financial crisis indicators,
c. describe the control environment, board responsibilities, and internal controls,
d. describe the contribution that audit committee and external audit makes to sound corporate governance.
e. discuss whistleblowing, current oversight concerns, and regulatory developments.

The training consists of two modules:
BLR Module 4.3: Corporate Finance
BLR Module 4.4: The Control Environment
Total training hours: 6 hours/day

VII. BANKING RISKS AND REWARDS
The training a. discusses banks’ role in the economy, b. elaborates risks and the economics of banking and c. introduces bank regulation and oversight.
By the end of the training, participants will be able to:
a. understand the implication of banks’ financial intermediation function,
b. describe inherent fragility of banks and its network effects,
c. analyze risk-return profile and asset quality of a bank,
d. assess financial leverage and risk taking in a bank,
e. comprehends the latest development in the banking regulation, oversight, and enforcement,
f. respond to challenges generated by banking regulation.

The training consists of three modules:
Banking Suplement Part II: Banking Risks and Rewards
II.2 Banks’ role in the economy
II.3 Risk and the economics of banking
II.4 Bank regulation and oversight
Total training hours: 6 hours/day

VIII. OVERSIGHT OF RISK MANAGEMENT
The training a. describes the organization of risk management, b. discusses the management and measurement of various types of risks.
By the end of the training, participants will be able to:
a. evaluates the organization of risk management,
b. avoid common director pitfalls in interpreting risk analyses,
c. oversee the management and measurement of credit risk, interest-rate risk, foreign exchange risk, liquidity risk, operational risk, regulatory,
compliance and legal risks, and reputational risk.
d. Understand best practice recommendation on risk identification and measurement.

Total training hours: 7 hours/day
The training consists of one module:
Banking Suplement: Part III. Oversight of Risk Management


I. INTERNATIONAL BEST PRACTICES ON CORPORATE GOVERNANCE
The training provides a comprehensive overview of the OECD principles of corporate governance. By the end of the training,
participants will be able to:
a. explain how a corporate governance framework works effectively within a company,
b. respond to corporate governance concerns and challenges,
c. assess their own company’s policies and procedures of a corporate governance system,
d. identify ethical challenges and how these are addressed through a model code of ethics,
e. explain company information (financial and non-financial) that should be disclosed,
f. determine good practices to deal with insider trading and related-party transactions,
g. identify shareowner rights established by law and describe how minority shareowner rights are protected,
h. identify key stakeholders and recognize their importance,
i. describe the board’s governance rules and responsibilities,
j. analyze directors’ legal duties and liabilities.
k. develop plans for implementing corporate governance change within a company.

The training consists of 6 modules:
Module 1.1: An Overview of Corporate Governance
Module 1.2: The Business Case for Corporate Governance
Module 1.3: Disclosure and Transparency
Module 1.4: The Role of Shareowners and Stakeholders within the Corporate Governance System
Module 2.1: Board Role, Directors’ Duties and Liabilities
Module 5: Implementing Corporate Governance Change
Total training hours: 18 hours/ 3 days

II. THE EFFECTIVE BOARD: COMPOSITION, STRUCTURE, PRACTICES, AND PROCEDURES
The training examines the characteristics of an effective board and identifies a. best practices associated with the Boad of Commissioners (BOC)
(including chairman of BOC, independent commissioners), directors and corporate secretary in the effectiveness of communication/coordination and meeting, and b.
best practices for board procedures. By the end of the training, participants will be able to:
a. identify the characteristics and benefits of a balanced board,
b. define types of commissioners/directors and their leadership attributes,
c. describe good practices in managing BOC and directors’ roles, responsibilities, committees, and remuneration,
d. identify good practices for effective board meeting preparation, conduct, and follow-up,
e. clarify board meeting roles and responsibilities of the chairman of BOC, members of BOC, president director, directors, and corporate secretary,
f. identify a dysfunctional board’s characteristics,
g. articulate key elements of a board evaluation,
h. develop solutions to improve a board’s effectiveness.
The training consists of three modules:
Module 2.2: The Effective Board: Composition and Structure
Module 2.3: Board Practices
Module 2.4: Board Procedures
Total training hours: 7 hours/ 1 day

III. STRATEGIC LEADERSHIP
The training examines the board’s role in a. governing corporate strategy and b. evaluating the delivery of strategy. By the end of the training, participants will be able to:
a. explain and effective strategy’s components,
b. analyze the board’s role in the governance of a company strategy,
c. use the appropriate tools to formulate strategy,
d. use key performance frameworks and indicators to evaluate a. organizational performance, b. CEO’s and other executive directors’ performance,
e. identify, implement appropriate actions based on performance assessment.

The training consists of two modules:
Module 3.1: The Governance of Strategy
Module 3.2: Evaluating Strategy Delivery and Executive Directors’ Performance
Total training hours: 6 hours/ 1 day

IV. THE GOVERNANCE OF RISK AND CORPORATE RESPONSIBILITY
The training examines the board’s role in governing risk and examines the role and needs of shareowners and stakeholders. By the end of the training,
participants will be able to:
a. describe the nature of risk and the board’s role in risk management,
b. apply risk-assessment and decision-making framework,
c. outline priorities for disaster-recovery and business-continuity planning,
d. describe the business case and best practices of CR,
e. relate the board’s role in strategy and risk to CR,
f. develop a CR strategy for a company and apply CR measurement and reporting tools.

The training consists of two modules:
Module 3.3: The Governance of Risk
Module 3.4: Corporate Responsibility
Total training hours: 6 hours/1 day

V. FINANCIAL OVERSIGHT AND REPORTING
The training: a. examines the financial oversight role of the board and discusses corporate reporting to shareowners and other stakeholders. By the end of the training,
participants will be able to:
a. describe the board role in financial stewardship and financial oversight,
b. analyze financial statements and their relation to liquidity, profitability, and performance,
c. understand the reporting environment and identify the key users and their information needs,
d. define the regulator’s role in enforcing reporting obligations,
e. explain the importance of effective shareowner communications and investor relations

The training consists of two modules:
Module 4.1: Financial Oversight
Module 4.2: Effective Reporting
Total training hours: 6 hours/1 day

VI. CORPORATE FINANCE AND THE CONTROL ENVIRONMENT
The training: a. discusses the board’s role in corporate finance and b. examines the company’s control environment. By the end of the training,
participants will be able to:
a. assess the critical issues associated with determining a company’s capital structure, dividend policy, and valuation,
b. identify financial crisis indicators,
c. describe the control environment, board responsibilities, and internal controls,
d. describe the contribution that audit committee and external audit makes to sound corporate governance.
e. discuss whistleblowing, current oversight concerns, and regulatory developments.

The training consists of two modules:
Module 4.3: Corporate Finance
Module 4.4: The Control Environment
Total training hours: 6 hours/day