Masterclass Modules

Module-1. The Board’s Legal Environment –The Duties, Responsibilities & Liabilities of Directorship

Objective:

The module to provide broad features of the companies Act and an essential understanding of the role, duties and legal responsibilities of directors and the working of a board, in terms of new Companies Act-2011, SEBI Rules and corporate governance concerns.

Contents:

  1. Main features of the draft Companies Act – 2011, and its comparison with Companies Act 1956.
  2. Requirements of legal status of a company and the purpose of the Memorandum and Articles of Association.
  3. Role of Ministry of Corporate Affairs & SEBI
  4. Legal and compliance obligations of the board.
  5. The key Role and Responsibilities of directors in private, public and not-for-profit organizations.
  6. Director’s fiduciary duties.
  7. Company and SEBI laws including Chairman and director’s duties, responsibilities and liabilities.
  8. Key director relationships, role and responsibilities of non-executive independent directors- Board diversity and employee representation.
  9. Other corporate laws affecting directors e.g. Contract Law, Environment Law, trade practices, Competition Law, Cyber Law and M&As etc.
  10. DIN (Directors identification number), Director Liability Insurance and director’s rights and protection.

Module-2. Corporate Governance – The Compliance Issues

Objective:

Examine the Board’s Corporate Governance role understand disclosure of information requirements and other associated compliance requirements.

Contents:

  1. Corporate Governance concept, principles and structure for business organization.
  2. OECD principles of Corporate Governance
  3. The functioning of one and two tier board systems.
  4. Crucial differences between management, direction and ownership.
  5. Listing requirements of SEBI clause 49
  6. Sarbanes Oxley Law (2000) –ushering transparency or a failure.
  7. Corporate Governance – The Compliance Process.
  8. Boards Dynamics, Board’s role for corporate values and business ethics.
  9. Role of Internal Audit and building an independent and accountable board.
  10. Boards Structure- Appointment and functioning of audit, nomination and remuneration and other committees.
  11. Requirements and conduct of AGM.
  12. Complexity of the board’s tasks and the dilemmas with which boards are frequently confronted.

Modules-3. Financial Literacy for Directors

Objective:

Financial literacy is critical to the effective fulfillment of a director’s role. This module provides an understanding of the financial terms and concepts needed by directors in today’s business world, for analyzing financial health of a company.

Contents:

  1. Understanding of financial statements and financial ratios.
  2. Appreciation of Statutory financial requirements and controls under draft company law.
  3. International financial reporting standards (IFRS) and Convergence of International accounting standards.
  4. Review of financial reports for analyzing financial health of a company.
  5. External and Internal audits and control.
  6. Sources of Financial and working Capital and their relative advantages.
  7. Finances of subsidiary organizations.
  8. Corporate fraud, investigation and prevention – today’s challenges.

Module-4. Driving Financial Performance

Objective:

Highlight the director’s role in driving organizational financial performance.

Contents:

  1. Evaluation of the financial health of a business to spot warning signs of impending problems.
  2. Financial Risk Management and early detection of frauds.
  3. Investor relations: A key Governance deliverable.
  4. Investment decisions and appraisals.
  5. Mergers and Acquisitions.
  6. Responsible accounting and Transfer Pricing.
  7. Financial innovation, decision making and control.
  8. Distinguish between management accounts and the statutory financial reports of the company.

Module-5. Emerging Role of Independent Directors in the Boardroom.

Objective:

Independent directors have become a very important part of the boardroom effectiveness. What is required is independent directors with Independent mind who can add real value to decision making in the boardroom. How an Independent Director can add, value for the company?

Contents:

  1. The Definition, numbers and role of Independent Director (Draft Companies Act 2011 and SEBI listing clause-49), in building accountable board.
  2. Duties, responsibilities, qualification, selection and tenure of Independent directors.
  3. Policy on independent director’s remuneration, rights and protection.
  4. Major role of independent directors for value addition in various committees of the board, especially the ‘Internal Audit committee’ and in decision making.
  5. Need for initial training Induction training and continuous professional development of independent directors.
  6. Code of conduct and business ethics.

Module-6. Leadership for Maximizing Effectiveness and Accountability of Corporate Boards

Objective:

Good practices of effective boards, including composition and skills-mix, undertaking of Board reviews and how boards can add value, Director must know the management’s capacity to deliver strategic outcomes. The module looks at the operating environment of directors and expectation of stakeholders.

Contents:

  1. Strategic leadership and Management Issues.
  2. Strategic leadership-company vision, mission, goals and values, and strategic decision process.
  3. Building top management teams and protecting corporate reputation.
  4. Role and responsibility of the board in the analysis, formulation, implementation and monitoring of strategy.
  5. Supply Chain Management, Strategic linkages and allowances and sustainability.
  6. Appraising performance of directors and the board.
  7. Importance and influence of e-commerce and information technology on strategy development and corporate communication.
  8. Leadership-sharing issues and areas of potential conflict of the chairman with the CEO.
  9. Maximize effectiveness of business planning and decision-supporting system.
  10. Appropriate Compensation for CEOs and other directors.
  11. Annual Reports.
  12. Performance Reviews and effectiveness of the Board.

Module-7. Corporate Transformation and Risk Management

Objectives:

In today’s competitive business, companies are confronted with the real threat of extinction, unless they anticipate the future and lead the challenge to create that future. The module looks at corporate transformation in the context of sustainability and risk management.

Risks are endemic to every business. There is need to ensure that all significant risks are identified, evaluated and managed. Non-financial intangible risks include social, ethical, environment and reputational risks. It is necessary to examine the board’s role in developing a risk culture appropriate to the business, and overseeing risk management to ensure improved performance.

Contents:

  1. Grasping new business opportunities and contingency approaches.
  2. Leading transformations and change management for breakthrough performance.
  3. Strategic Contingency approaches and conflict management.
  4. Building the change agenda and delivering transformation.
  5. Business risk management concepts.
  6. Identifying, Assessing and managing risks
  7. Corporate Risk mapping for strategic & operational planning.
  8. Board’s role in establishing the risk appetite of the organization.
  9. Director’s role in setting the right tone and instill a culture of ethical leadership, continuous learning, innovation and change.

Module-8. Strategy Execution and Performance Monitoring using Balanced Scorecard

Objective:

With increasing expectations of various, stakeholders and regulators, there is an urgent need to integrate these in overall strategy. Implementing ‘Balanced Scorecard’ ensures that these strategies and goals are linked together and integrated with the vision and strategic intent of the organization.

Contents:

  1. Current business operating environment.
  2. Board’s role in strategy formulation, implementation & communication.
  3. Leading and lagging indicators that drive corporate performance
  4. Concept of tangible and intangible parameters.
  5. How to deliver a successful strategy in terms of goals, decision making and alignment of resources and people development.
  6. Concept of strategy focused organizations (SFO) and strategy maps.
  7. Balanced scorecard (BSC) as a medium to convert organizational vision into strategy and focused short term objectives, and communicate direction to the organization.
  8. Steps for building and deploying Balanced Scorecard in a strategy focused organization.
  9. Define measures that drive performance and business strategy.
  10. Address information technology requirements and ongoing controls for BSC.
  11. Align performance monitoring to drive continuous improvement.

Module-9. Leading Change, Creativity and Innovation

Objective:

Innovation emerged as the strongest weapon for gaining and maintaining competitive advantage. Technological innovation has become the main driver of competition, and it can flow only by nurturing the human capital. The managers talk about being innovative, but a few know how to create an organization that is innovative. Managing challenges of quality and excellence. The need is to switch from compliance to creativity that requires Innovating products and services that surprise the customer and seize opportunities.

Contents:

  1. Designing and Leading a learning organization.
  2. Concept of emotional intelligence.
  3. Leveraging human capital for innovation as a competitive advantage.
  4. Managing system innovation – rather than optimization
  5. Leveraging culture for innovation and competitive advantage.
  6. Linking technology cycles and innovation streams
  7. Hosting Contradictions and managing ambidextrously.
  8. Winning through innovation streams.
  9. Building the change agenda & mastering change.
  10. Building an environment, in which ideas can be generated, creatively encouraged and new knowledge exploited.

Module-10. Sustainability-Corporate Social & Environmental Responsibility

Objective:

Competitiveness depends on the productivity with which companies can use human, financial and natural capital. Becoming environmentally responsible means reducing pollution and minimizing waste. Doing Social Good, has also become a key competitive differentiator. Engagement with stakeholders today is director’s biggest challenge.

Contents:

  1. Concept of Sustainability and its impact on competitiveness.
  2. Concept of Corporate Social Responsibility
  3. Quality of stakeholder engagements.
  4. Embedding CSR in Corporate Strategy – Changing Role of Business in Society.
  5. Social Inclusion – Fostering partnership with local communities and valuing diversity.
  6. Global Environmental Scenario including climate change.
  7. Environmental Laws and impact on competitiveness.
  8. Environmental Impact Analysis.
  9. Energy saving and turning to renewable energy sources.
  10. Controlling Carbon Emission & Carbon foot print and role of Global Warming & Carbon Development Mechanism (CDM).
  11. ISO -26000 ‘Guidelines on CSR’ Global Corporate Citizenship, and Indian Govt’s CSR Guidelines 2009.
  12. Social Audits, GRI and Reporting.
  13. Board’s Role for Corporate CSR. Policy and Plans
  14. Corporate Responsibility for Millennium Development goals and Global Compact.

Module-11. Sensitizing Board Directors- Organizational dynamics, Communication, Business Negotiations and Influencing skills for Boardroom

Objective:

It is vital to understand the complexity, dynamics and fast pace of modern business communication environment. The role of critical and creative thinking and applications of listening culture, collaborative and visual communication in the communication process, business ethics and intercultural interactions. The module will deal with the communication roadblocks, strategy to develop reports and presentations that command respect and proposals that persuade.

Contents:

  1. Organizational Dynamics
  2. Boards role in information disclosure and transparency
  3. Organizational dynamics and sensitizing board directors.
  4. Techniques and skills of Negotiations (including International negotiations).
  5. Art of boardroom communication and effective conduct of board meetings.
  6. Board communication strategy and policy.
  7. Communication for goal congruence, conflict resolution developing a shared vision – Board’s Role.
  8. Developing Effective Communication and presentation skills.
  9. Importance of non – verbal and interpersonal communication and improving listening skills.
  10. Barriers to effective Communication skills
  11. Transaction Analysis.
  12. Drafting Reports and handling AGM – value creating strategy
  13. IT and cyber security.
  14. Handling the Print and Social Media and the Financial Community
  15. Conducting Press conferences.
  16. Handling of whistle blowers.

Module-12. Learning into Practice (Simulation of Real Boardroom)

Objective:

A Case Study approach linking the information from the previous modules and providing opportunity for real-time experience of ‘Quarterly boardroom meeting’ situation. The mock-meeting will deal with nitty gritty of board meetings papers and decision making process, and also cover discussion on boards ‘Internal audit Committee’ report.

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