Corporate Governance

INTERNATIONAL TRAINING ON CORPORATE GOVERNANCE

COURSE BACKGROUND

In today’s complex and interconnected business world, effective Corporate Governance has emerged as a critical determinant of an organization’s long-term sustainability, reputation, and ability to attract capital. Beyond mere compliance, robust governance frameworks provide the structure through which organizations are directed, managed, and controlled, ensuring accountability, transparency, and fairness in their operations.

A well-governed entity fosters investor confidence, mitigates risks, prevents mismanagement, and promotes ethical decision-making, thereby enhancing its competitive position and societal value. Conversely, weak governance can lead to significant financial losses, reputational damage, legal challenges, and a loss of stakeholder trust. This is particularly vital in emerging markets like Kenya, where strong corporate governance is increasingly recognized as fundamental for economic stability, attracting foreign investment, and fostering a trustworthy business environment.

ECAS Institute offers this “Corporate Governance” course as a crucial component of its business training portfolio, designed to equip board members, senior executives, managers, compliance officers, legal professionals, and other key stakeholders with a comprehensive understanding of governance principles, best practices, and their practical application. This program will empower participants to implement effective governance frameworks that drive organizational integrity, efficiency, and sustainable growth.

COURSE OBJECTIVES OF THE TRAINING

Upon successful completion of this course, participants will be able to:

1. Understand the fundamental principles, frameworks, and importance of Corporate Governance in modern organizations.
2. Delineate the roles, responsibilities, and duties of the Board of Directors, executive management, and other key governance actors.
3. Analyze various governance structures and mechanisms, including board committees and internal controls.
4. Identify the legal and regulatory frameworks governing corporate entities, particularly those relevant to the Kenyan context.
5. Recognize the profound link between ethical leadership, organizational culture, and effective governance.
6. Develop skills in risk oversight and compliance management from a governance perspective.
7. Appreciate the importance of stakeholder engagement and transparency in building trust and long-term value.
8. Apply best practices in corporate governance to enhance organizational performance and accountability.

WHAT YOU WILL LEARN

This course will provide you with a comprehensive understanding of the intricacies of corporate governance, enabling you to contribute to building and maintaining well-managed and reputable organizations. You will learn to:

• Articulate the core principles of good corporate governance (e.g., accountability, transparency, fairness, responsibility).
• Understand the different models of corporate governance (e.g., Anglo-Saxon, Continental) and their implications.
• Define the composition, roles, and responsibilities of an effective Board of Directors, including independent directors.
• Explain the functions of key board committees (e.g., Audit Committee, Remuneration Committee, Nomination Committee).
• Analyze the relationship between the board, management, shareholders, and other stakeholders.
• Navigate key legislative and regulatory requirements pertaining to corporate governance (e.g., company law, capital markets regulations, specific governance codes like Mwongozo in Kenya).
• Implement robust internal control systems and risk management frameworks as part of governance oversight.
• Develop and enforce codes of conduct and ethics policies to foster a culture of integrity.
• Understand the processes for shareholder engagement and protecting shareholder rights.
• Address emerging governance issues, such as Environmental, Social, and Governance (ESG) factors, cybersecurity governance, and executive remuneration.
• Conduct basic governance assessments and identify areas for improvement within an organization.

DURATION AND PROGRAM

This is a structured training course designed for in-depth learning and practical application. The program will feature a blend of expert-led lectures, interactive discussions, real-world case studies (drawing on examples of both strong governance practices and governance failures from local and international contexts), group exercises in governance dilemma resolution, and potentially guest speaker sessions from experienced board members or governance professionals. Participants will engage in critical analysis of governance structures and practices, fostering the strategic thinking necessary for effective oversight. The specific duration of the course will be communicated upon registration, tailored to ensure comprehensive coverage and the development of actionable governance insights.

TARGET PARTICIPANTS

This course is essential for individuals who hold positions of oversight, management, or advisory roles within organizations, and those aspiring to such positions. It will particularly benefit:

• Board Members (Executive and Non-Executive Directors)
• Senior Executives and C-Suite Professionals (CEOs, CFOs, COOs, Company Secretaries).
• Compliance Officers and Risk Managers
• Legal Professionals and Corporate Counsels
• Internal and External Auditors
• Shareholders and Investors
• Business Owners and Entrepreneurs of growing companies.
• Public Sector Leaders and Managers who deal with governance frameworks.
• Consultants specializing in corporate governance, risk, and compliance.
• Academics and Researchers in business and law.

TRAINING MODULES

The course is structured into comprehensive modules, guiding participants through the multifaceted landscape of Corporate Governance:

No	Module	Details
1.	Introduction to Corporate Governance: Concepts and Principles	This introductory module defines Corporate Governance, explores its historical evolution, and introduces the fundamental principles that underpin effective governance frameworks, emphasizing its importance for business sustainability. Topics: Definition and objectives of Corporate Governance. Key principles: Accountability, Transparency, Fairness, Responsibility. Evolution of Corporate Governance. Different models of Corporate Governance (e.g., Shareholder vs. Stakeholder models). The business case for good governance.
2.	The Board of Directors: Roles, Responsibilities, and Structure	This module delves into the central role of the Board of Directors, examining its composition, duties, responsibilities, and the importance of independent oversight for organizational integrity. Topics: Roles and responsibilities of the Board. Board composition and diversity (e.g., independent directors, executive vs. non-executive). Director duties and liabilities. Board effectiveness and performance evaluation. Board succession planning.
3.	Board Committees and Governance Mechanisms	This module explores the functions of key board committees that support effective governance and other essential mechanisms for oversight and control. Topics: Role and functions of Audit Committee. Role and functions of Remuneration/Compensation Committee. Role and functions of Nomination Committee. Other relevant committees (e.g., Risk, ESG, Strategy). Internal controls and risk management frameworks.
4.	Legal, Regulatory, and Best Practice Frameworks	This module provides an overview of the legal and regulatory environment for corporate governance, including national laws and internationally recognized codes of best practice, with specific reference to the Kenyan context. Topics: Company Law and its governance implications. Capital Markets Authority (CMA) Code of Corporate Governance (Kenya). Mwongozo – The Code of Governance for State Corporations (Kenya). International governance principles (e.g., OECD Principles). Compliance requirements and reporting obligations.
5.	Ethics, Culture, and Leadership in Governance	This module examines the profound interplay between ethical conduct, organizational culture, and effective leadership in building a strong governance foundation. Key Topics: The link between ethics, values, and governance. Developing and enforcing a code of conduct and ethics. Whistle-blowing policies and protection. Ethical leadership and tone at the top. Fostering a culture of integrity and accountability.
6.	Risk Management and Stakeholder Engagement in Governance	This module covers the governance oversight of organizational risk management and the critical importance of engaging with and balancing the interests of diverse stakeholders. Topics: Board’s role in risk oversight and strategy. Enterprise Risk Management (ERM) frameworks. Crisis management and business continuity planning. Shareholder rights and shareholder activism. Engaging with employees, customers, suppliers, and the community.
7.	Emerging Trends and Future of Corporate Governance	This module explores contemporary issues shaping the future of corporate governance, including the growing emphasis on broader societal impact and digital advancements Topics: Environmental, Social, and Governance (ESG) factors and reporting. Board diversity and inclusion. Digital governance: Cybersecurity, data privacy, AI ethics. Investor activism and sustainability reporting. Governance in times of disruption and uncertainty.

TRAINING STYLE

The modules will be taught through PowerPoint presentations, and lectures and will include a case study/field visit, breakout sessions, case studies and other interactive discussion components.

The course will also include a few guest speakers, both in person and via Zoom and other online learning platforms for overseas speakers. This provides useful real-world insights alongside the more theoretical aspects of the course.

The conference faculty shall consist of experienced decision makers, as well as practitioners and representatives from established educational and research institutions active around climate change, engineering and international development. Throughout the course, theoretical presentation of concepts will be moderated and more group discussions and plenary engagements will be optimized. PowerPoint presentations will be made by facilitators and resource persons, to highlight key concepts before embarking on group work.

GENERAL NOTES

• Training manuals and additional reference materials are provided to the participants.
• Upon successful completion of this course, participants will be issued with a certificate.
• We can also do this as a tailor-made course to meet organization-wide needs. Contact us to find out more: info@ecasiafrica.org.
• Payment should be sent to our bank account before the start of training and proof of payment sent to: info@ecasiafrica.org.

ABOUT ECAS INSTITUTE

The ECAS Institute designs and delivers independent and targeted training, research, and consulting services. Our work focusses on climate change and resilience building, carbon markets, renewable energy, nature-based solution, biodiversity conservation, agriculture and food systems, We are located in Nairobi Kenya and work across the African region. We have implemented training and research assignments in Kenya, Tanzania, Uganda, South Sudan, Somalia, Malawi, Rwanda, Congo, and South Africa. Globally, we have supported our partners from the UK, Denmark, Italy, Sweden, Germany, and USA.