World Class Corporate Governance

SPEAKERS


Roger Hitchcock


Specialist Advisor Strategy, Governance and Risk Management (B.Soc Sc; B.Th; Dip SBM; CFP)

Facilitator:

• Corporate Strategic Planning

• Corporate Decision Making

• Corporate Governance Process and Structure Facilitation

• Innovation Strategies

• Process and Systems Design

• Presentations and Seminars

• Training (design and deployment)

Roger has worked for 20 years in both large corporate environments and small business environments. He currently sits on a number of Boards (small to midsized and NGOs). His specialist is in making complexity understandable and facilitating robust solutions.

He is passionate about assisting companies and individuals find their clear strategic direction and purpose – and helping them to take steps in implementing this purpose in an effective way.


Patrick Gitau


Patrick is a Director of Risk Management Consultancy.

He has over 13 years  experience in Risk Management, Revenue Assurance and Fraud Management.

He has over 17years of experience in a variety of roles ranging from Financial Institutions, Energy, Telecoms, Hotels and Large multinationals. In addition, he has provided Internal Audit, Risk Management and Probity Auditing Services to a range of clients within the Public and Private Sectors. Patrick’s International experience includes working with clients from a variety of industries throughout the world including: Kenya, Nigeria. Ghana, Afghanistan. Zambia and Benin Republic. Previously he worked a Senior Manager at PwC Risk Assurance Practice. (One of the big 4).

He has been involved in setting up Risk functions and is quite active in professional development having been involved in founding the Kenyan Chapter of Risk Professionals-GARP and the Association of Certified Fraud Examiners (ACFE) Kenya. He has also been instrumental in creating Anti-Fraud fighting capacity as ACFE Kenya chapter training director. He has been involved in training from year 2007.

He is certified in Governance, Risk and Compliance Professional (GRCP); a Certified Fraud Examiner (CFE), Certified Risk and Information Systems Controller (CRISC). He also holds an MBA Finance from university of Leceister. He is active member to Risk Management professional Associations

Introduction: 

Kenya is in the process of becoming one of the latest countries in Africa to adopt robust Corporate Governance Guidelines – as per the Draft Corporate Governance Code published by the Capital Markets Authority in May 2014

Directors, auditors, and other officers of companies who FAIL to acquaint themselves with, AND apply the principles of corporate governance will be hard pressed, if things go wrong, to answer the charge that they FAILED to take reasonable steps to comply with their duties of trust and care. With Kenya joining many more countries adopting formal codes of Corporate Governance across the globe this has become a priority for organizational leaders everywhere.

Who is considered a director or officer within a company has also been expanded – in essence business is all about making and implementing decisions – the focus of corporate governance (in both the legislation and codes) is to place liability squarely on the shoulders of decision makers.

On a more practical level, the modern corporation is a complex organization and the failure to integrate its various functions and processes is at best wasteful and at worst catastrophic. Good governance is simply good entrepreneurship.

There has been a worldwide trend to improving corporate governance following various calamities and the current economic crisis facing the world is largely the consequence of poor governance in by both regulators and banking organizations.

With the adoption of formal codes internationally, we are able to examine corporate governance in a new world class context.

This program is intended for those wishing to understand, and learn how to apply, the new requirements and expectations for good governance.

It does so by:

- Laying a good foundation for practical analysis of the relationship between legislation ad recommendations (codes of corporate governance);
  -  What does Legislation aim to do, relating legislation, regulations and recommendations
- Unpacking the Context within which legislation and recommendations operate, seeking to identify the key areas impacted
  -  The Macro Environment
  - The Micro Environment
- Providing an overview of appropriate Legislations and Codes – this highlighting some key issues that reinforce the intentions and impact in your context
  - Codes and Legislation are covered that are appropriate to whatever part of the globe this program is presented – elaborating on and emphasizing the common elements in governance that have emerged internationally.

The Program unpacks the 7 pillars elaborated in the CMA Code of Corporate Governance:

- Board Operations and Control
- Rights of Shareholders
- Stakeholder Relations
- Ethics and Social Responsibility
- Accountability, Risk and Internal Control
- Transparency and Disclosure
- Supervision and Enforcement

The Program is built around the following Core Clusters that correlate with the undergirding principles of Corporate Governance:

- Responsibility
- Accountability
- Fairness
- Transparency

Who should attend?

- Board members, Company Secretary, Legal Counsel
- All directors and managers of organizations, in the public and private sectors
- Members of audit committees
- Managers of internal audit departments and other assurance functions
- Compliance directors, managers and officers
- Risk professionals
- Legal advisors and attorneys
- Auditors and audit managers
- All other related professionals

 

 

AGENDA & PROGRAM

CLUSTER1: RESPONSIBILITY

Module 1: Understand the four principles that result in good corporate citizenship, leadership, integrity and responsibility
• How to act and be seen to act as a responsible corporate citizen
• How to developing strategies to become and remain a good corporate citizen
• The process of ensuring ethical, effective, transparent, and accountable leadership
• How to ‘performance manage’ ethical conduct

Module 2: Discover Core Principles for empowering effective Boards and Directors
• The principles relating to the role and functions of the board
• Key principles in structuring the board
• What principle that you follow when appointing directors?
• The principles of director development
• Why a company secretary should assist the board
• The need for performance based management of the board and committees
• How to form committees, delegation and responsibility
• The underlying Agency Principle

Module 3: Principles for integrated enterprise risk management
• Principles relating to risk responsibility
• The principles of risk assessment
• The Risk identification principle
• How to quantify and responding to risk
• Why internal audit should assess the integrity of the risk process
• How to report risk

CLUSTER 2: ACCOUNTABILITY

Module 4: Understanding and applying ten principles for effective Audit Committees
• The principles underlying the composition and resources of audit committees
• Principles reflecting audit committee roles and responsibilities
• Principles of committee oversight and risk management function
• Principles relating to the audit committee’s role in appointment of external auditors
• Principles for accountability of the Audit Committee

Module 5: Principles relating to the internal audit function
• Principles relating the role and importance of internal audit
• Risk based internal audit
• The principles defining the status of internal audit

CLUSTER3: FAIRNESS

Module 6: Principles to manage stakeholder relationships
• Apply the principles for identifying and managing stakeholder interests
• Equitable treatment of Stakeholders – the Stakeholder Inclusive Concept
• Transparency and Accountability (disclosure)
• Balancing commercial objectives and social service delivery – communication
• Discover core principles to resolve stakeholder disputes.

Module 7: Understand the framework for integrated sustainability reporting and disclosure
• The transparency and accountability principles
• Substance over form – the principle of relevance
• Reporting methods and timing

CLUSTER4: TRANSPARENCY

Module 8: The importance of Robust IT Governance
• Recognizing the pervasiveness of IT
• Ensuring a robust IT Governance Framework
• The Board’s IT Governance responsibility

Module 9: Complying with laws, rules and standards Comply by:
• Adhering to standards
• Ensuring directors and offices ‘know the law’
• Implementing an effective compliance framework
• Including compliance in risk management

WORKSHOP:
This workshop will cover the following key elements – these are covered in the material but vital to think through as every organization Applies or Explains the application of appropriate Codes of Corporate Governance in their own unique context.

The Workshop is aimed at Assessing your Corporate Governance Maturity Level in the Following Key Areas – and identifying the Appropriate Next Steps to take.

Key Workshop key elements:
- Ethical Leadership and Corporate Citizenship
- Board Structure
  - Roles and Responsibilities of Directors
- Audit Functions and Framework
- Risk Management Framework
- IT Assessment and Management Framework
- Compliance Map
- Stakeholder Map
- Integrated Reporting Framework

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