Bank Board of Directors Training Course

Module 1: Framework For Board’s Effectiveness

• Information architecture.
• Understanding the qualities of people.
• Processes and structures in a board.
• Effectiveness of a board member.
• Intellectual capital framework.
• Corporate outputs.
• The board is a transformation process.
• Board dynamics and intellectual capital fit.
• Contingency factors and board member roles.
• The alignment proposition.
• Board problem diagnosis process.

Module 2: Codes That Make Corporate Governance And How To Evaluate Them

• Corporate governance systems and institutional environments.
• Soft governance regulations and codes as a tool for maintaining governance.
• The main effects of codes in corporate governance and how to maintain international standards.
• Compensation and determining remuneration.
• The ”comply or explain” approach.
• How the codes of good governance are being eroded worldwide.
• Development of corporate governance codes.
• A case study of Slovenia.
• Shareholders’ rights.
• Corporate risk management.
• Transparency and disclosure of information.
• Audit and how to effectively conduct internal control.

Module 3: Key Political, Economic, And Legal Features Of Governance Systems.

• Government typologies.
• Supranational political systems
• Confederations and federations and their roles in shaping banks.
• The influence of politics in the banking world.

Module 4: Executive Compensation

• Providing benefits to the board members.
• Performance-based long-term incentives.
• Base salary.
• Executive perquisites.
• Performance-based annual incentive.
• Contingent payments.

Module 5: Changes For Institutionalising Sound Governance.

• Managing to change.
• Sustaining change.
• Analyzing change context.
• Communications about change.
• Creating the momentum for change.
• Facilitating change.
• Creating a lasting vision.
• Stakeholders analysis and setting the baseline.
• Political changes.

Module 6: Board Of Directors Duties

• Bank governance structure.
• Preparing compliance audit.
• Managing reputation.
• Credible challenge.
• Board oversight. Managing insiders and regulations.
• Effective compliance management system.
• Representing the stakeholders.
• Managing the chief executive director.

Module 7: Understanding Shareholder Value

• What is shareholder value?
• Creating shareholder value.
• Revenue growth.
• Capital efficiency.
• Operating margin.
• Shareholder value in practice.
• Shareholder value drivers.
• Managerial and organizational flexibility.
• Mergers, alliances, and acquisitions.
• Cost management.

Module 8: Regulatory And Compliance Reporting

• The board of directors’ overall responsibilities.
• Governance of group structures.
• The board of directors owns structures and practices according to the law.
• Risk communication.
• Internal audit.
• Risk monitoring and controlling.
• The role of supervisors.
• A comprehensive evaluation of bank’s corporate governance.
• Supervisors regulations communication and sharing of information.
• Board of Directors interaction with regulators.

Module 9: Organisation And Board Assessment.

• The roles and responsibilities of the chair.
• Compensation committee.
• Board members and how to create committees.
• Risk committee and its composition.
• Conflicts of interest and how to successfully handle them.
• Audit committees and their composition.
• Other board committees.
• Senior management.
• Communicating with the parent company board.
• Complex or opaque structures.

Module 10: Risk Management.

• Market risk management.
• Actions for bank boards.
• Cyber risks and how to handle them.
• Social justice.
• Strategic plans to ensure risk management.
• Reputational management and control.
• Country and transfer of risks.
• Dealing with cyber risks: Information and communication technology risk.
• Liquidity risk management.