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COPYRIGHT © INSTITUTE OF CORPORATE DIRECTORS MALAYSIA (ICDM)

All rights reserved. No part of the materials covered within this handbook may be reproduced, distributed, or transmitted in any

form or by any means, including photocopying, recording, or other electronic or mechanical methods, without the prior written

permission of the Institute of Corporate Directors Malaysia (ICDM).

TABLE OF CONTENT

About ICDM ................................................................................................................................................. 03 Directorship as a Career ............................................................................................................................. 04 Membership ................................................................................................................................................ 05 Membership & Required Programmes ....................................................................................................... 06 Director Competency Framework .............................................................................................................. 07 List of Available Programmes ..................................................................................................................... 08 Public Programmes Calendar 2019 ............................................................................................................ 09 Director Programmes

• Core: Foundation - Introduction to Corporate Directorship .............................................................. 10-11

• Core: Fundamentals of Corporate Directorship .............................................................................. 12-13

• Core: Committees - The Role of the Nomination and Remuneration Committee in Human Capital

Management …………………………………………………………………………………………………….14

• Core: Committees – The Role of Audit Committee in Ensuring Organisational Integrity,

Internal Controls & Compliance ..................................................................................................... 15-16

• Core: Committees – The Role of the Risk Management Committee in Managing Risk ....................... 17-18

• Core: Committees – The Role of the Chair & Corporate Affairs in Engaging Stakeholders ……………19

• Non-Core: Skills - Has responsibility for Stakeholder Engagement finally entered the Board Room?........ 20

• Non-Core: Skills - Your Next Board Member should be a geek – Strategy & Financial ............................ 21

• Non-Core: Skills - Board of Director’s attributes as deterrence to corporate fraud ................................. 22

• Non-Core: Skills - Getting Boards ‘on Board’ in Mergers and Acquisitions ............................................ 23

• Non-Core: Skills - On Governance: Should boards care about COSO ERM?......................................... 24

• Non-Core: Boardroom Excellence - Building High Performance Board ................................................ 25

• Non-Core: Boardroom Excellence - Excellent Chairman Masterclass .................................................... 26

• Non-Core: Trending - Corporate Governance in Startups .................................................................... 27

• Non-Core: Trending - Digital Upskilling for Boards ............................................................................... 28

• Non-Core: Trending - Artificial Intelligence in Cybersecurity .................................................................. 29

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ABOUT ICDM

The Institute of Corporate Directors Malaysia (ICDM™) is a one-stop centre dedicated for directors to

enhance board effectiveness.

Incorporated on 19 July 2017 as a Company Limited by Guarantee, we are fully supported by

Securities Commission Malaysia, Bursa Malaysia and the Capital Market Development Fund.

Our Vision

To be a Centre of Excellence for the professional development of Directors.

Our Mission

To enhance board effectiveness and promote excellence in governance by strengthening the

professionalism of Directors.

Our Services

● Director Programmes ● Director Sourcing

● Board & Director Effectiveness Evaluation ● Membership Support

Effective Board:

Effective directors are the foundation of an effective board. An effective board is a good integration

between Board Structure, Board Process and Board Culture.

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DIRECTORSHIP AS A CAREER

Like any other professional career, being a Director has its own fiduciary duties, responsibilities and

personal liability.

These expectations and competency will increase as you move deeper into your career pathway as a

Director.

ICDM Curriculum

ICDM’s curriculum is designed to support your Directorship experience. It contains a series of

programmes specifically developed in accordance to best practices in corporate governance, director

competencies and technical know-how required regardless of company size and industry. There are

various ways you can enjoy our curriculum:

• Public Programme

By joining our public programmes, you are given the opportunity to meet a diverse

background of peers from various industries and expertise. This will help directors to gain

fresh insights, perspectives and real-world knowledge in situations where it is not easily

obtained within the boardroom.

• Bespoke Programme If you wish to tailor a programme for your organisation, you can explore our Bespoke

Programmes. Bespoke programmes enable you to mix and match across a variety of

modules to suit your organisation's needs at a place and time at your convenience.

• E-learning There is a working plan to bring bite sized modules in e-learning mode. Stay tuned on our

development of this.

Keep It Fresh

Even the most seasoned directors will need to enhance their knowledge and skills on various topics

related to the ever-changing business and economic landscape in and out of Malaysia. It is vital to have

an open mind to update your knowledge at the foundation and core levels where it directly affects your

personal liability.

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MEMBERSHIP

Individual Membership

Corporate Membership

Annual Membership: RM15,000 per legal entity.

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MEMBERSHIP & REQUIRED PROGRAMMES

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1.1 Role

1.2 Directors' Duties

• Fiduciary duties

1.3 Competence

• Knowledge

• Experiences

• Skills

• Development

1.4 Leadership

• Decision making

• Exemplary Behavior

1.5 Behaviors

• Relationship

1.6 Chairman

• Responsibilities

• Style

01 INDIVIDUAL

2.1 Role

2.2 Board & Committees

• Structure

• Membership, selection,

appointment

• Performance, succession

2.3 Meetings

• Procedures & processes

including

• Agenda, minute &

deliberations

• Decision making including

role of advisers

2.4 Board Dynamics

• Respect

• Diversity

2.5 Board Competencies

• Development including

induction

• Evaluation

2.6 Legal Standards

• Understanding

• Compliance

02 BOARD

3.1 Compliance

• Constitution

• Operating environment

3.2 Governance Policies &

Assurance

• Reporting framework

3.3 Culture

3.4 Executive Team

• Selection & Appointment

• Evaluation

• Succession

• Remuneration

• Diversity

3.5 Strategy

• Development & Approval

• Monitoring

3.6 Risk

• Analysis

• Investigation

• Monitoring

3.7 Corporate Outcomes

• Financial

• Other

03 ORGANISATIONAL

4.1 Member Engagement

• Communication

• Legal & Compliance

Standards

• Accountability

4.2 Reporting (members &

markets)

4.3 Stakeholder Relations

4.4 Society & Community

• Image & reputation

04 STAKEHOLDER

DIRECTOR COMPETENCY FRAMEWORK

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01 INDIVIDUAL QUADRANT RELATED 01.1 Core: Foundation - Introduction to Corporate Directorship

01.2 Non-Core: Trending - Corporate Governance in Startups

02 BOARD QUADRANT RELATED 02.1 Core: Committees - Nomination & Remuneration Committee

02.2 Core: Committees - Audit Committee

02.3 Core: Committees - Role of the Chair and Corporate Affairs

02.4 Non-Core: Skills - Board of Director’s attributes as Deterrence to Corporate Fraud

02.5 Non-Core: Boardroom Excellence - Excellent Chairman Masterclass

02.6 Non-Core: Boardroom Excellence - Building high performance Board

03 ORGANISATIONAL QUADRANT RELATED 03.1 Core: Committees - Risk Management Committee

03.2 Core: Fundamental - Role of the Board - Strategy & Risks

03.3 Core: Fundamental - Role of the Board - Succession planning & talent management

03.4 Core: Fundamental - Financial Statements for Directors

03.5 Core: Fundamental - Understanding COSO and the Control Environment

03.6 Non-Core: Skills - Your Next Board Member should be a geek – Strategy & Financial

03.7 Non-Core: Skills - On Governance: Should boards care about COSO ERM?

03.8 Non-Core: Skills - Getting Boards ‘on Board’ in Mergers and Acquisitions

03.9 Non-Core: Trending - Digital Upskilling for Boards

03.10 Non-Core: Trending - Artificial Intelligence in Cybersecurity

04 STAKEHOLDER QUADRANT RELATED 04.1 Core: Fundamental - Stakeholder Engagement & Corporate Responsibility

04.2 Non-Core: Skills - Has responsibility for Stakeholder Engagement finally entered the Board Room?

LIST OF AVAILABLE PROGRAMMES

9

Focus Names Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec

CORE

Foundation Introduction to

Corporate

Directorship

29-30 16-17 30-31 12-13

Committees Nomination and

Remuneration

Committee

19 20

Audit Committee 5-6 2-3

Risk Management

Committee

9-10 6-7

Role of the Chair

and Corporate

Affairs

30 4

Fundamental Role of the Board

– Strategy & Risks

19

Role of the Board

- Succession

Planning & Talent

Management

2

Financial

Statements for

Directors

9

Understanding

COSO and the

control

environment

18

Stakeholder

engagement &

corporate

responsibility

15

NON-CORE

Skills Your Next Board

Member should

be a geek –

Strategy &

Financial

26-27

On Governance:

Should boards

care about COSO

ERM?

18-19

Getting Boards

‘on Board’ in

Mergers and

Acquisitions

25-26

Has responsibility

for Stakeholder

Engagement

finally entered the

Board Room?

19

Board of

Director’s

attributes as

deterrence to

corporate fraud

11

Boardroom

excellence

Building high

performance

Board

22-24

Excellent

Chairman

Masterclass

23-25

Trending Digital Upskilling

for Boards

12

Artificial

Intelligence in

Cybersecurity

16

Corporate

Governance in

Startups

19

POWERTALK

Topical PowerTalk Series 26 29 27 27 4 16

PUBLIC PROGRAMME CALENDAR 2019

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CORE: FOUNDATION: INTRODUCTION TO CORPORATE DIRECTORSHIP ● 1.5 DAYS ● 12 CPD POINTS

PROGRAMME CONTENT

1. What is Corporate Governance (CG) and Why Does It Matter?

Participants will learn and explore about CG and discuss as to why there is no one-size-fits-all. They will also explore the five

different types of board interaction with management and then be asked to reflect upon the type of board-management

relationship at their organisation.

2. Role of the Board

Participants will cover the elements of Board Charters defining the roles and Terms of Reference (TOR) of the Board as a

whole, the Chairman of the Board, the Chairs of subcommittees, subcommittees and independent directors and also learn

the importance of having the Chair and the CEO as two separate people. The evaluation criteria used to evaluate the

effectiveness of Board, the Chairman and CEO will also be covered.

3. Being an Effective Director (Part 1)

Participants will cover duties and liabilities of being a director and the ten personal attributes of being an effective director,

drawn up by the Australian Institute of Company Directors (AICD). There will also be a focus on the type of questions directors

need to pose to management in order to be effective.

4. Being an Effective Director (Part 2)

Participants will learn about being fiduciaries – the unique demands placed on them by the concept of Fiduciary Duty and its

component parts: the duty of care, candour and loyalty as well as the higher standards set for the duty of care in the 21st

Century compared to the less demanding duty of care set in 1925.

5. Companies Act 2016 (CA 2016)

Participants will learn about the mandated regulatory expectations in the CA 2016 sections 211-222 on the behaviour of

directors and the dilemmas that some of these expectations present.

6. Malaysian Code on Corporate Governance 2017 (MCCG 2017)

Participants will learn about the regulatory expectations in the MCCG 2017 with its emphasis on achieving the twelve intended

outcomes with guidance in explaining how these outcomes are to be achieved.

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• Principle of Corporate Governance (CG): Understand the principles and elements of good CG in ensuring

the integrity and efficiency of the organisation through the Malaysian Code on Corporate Governance (MCCG

2017).

• Board Mandate: Explain the role of the Board and its component parts together with the responsibilities of

being in a Board of an organisation.

• Directors’ Liabilities: Understand the fiduciary duties and liabilities of being a director by understanding what

is expected of them as directors under the Companies Act (CA) 2016

• Business Sustainability: Appreciate what it takes to be an effective director through leadership to steer the

organisation to meet its business purpose in both short and long-term, thereby ensuring sustainability of its

business operation.

LEARNING OUTCOMES

Introduction to Corporate Directorship is a foundation programme for prospective directors of public listed companies. It is the

first programme in the Directors’ Continuous Professional Development (DCPD) on improving the standards of governance in

public listed companies. It is designed for aspiring, prospective and newly appointed directors of both large and small public listed

entities with a primary purpose to raise awareness in prospective directors of the issues faced by Boards, directors and companies

when thinking about how to implement effective Corporate Governance (CG).

CORE: FOUNDATION: INTRODUCTION TO CORPORATE DIRECTORSHIP ● 1.5 DAYS ● 12 CPD POINTS

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CORE: FUNDAMENTALS OF CORPORATE DIRECTORSHIP ● 5 DAYS ● 40 CPD POINTS

PROGRAMME CONTENT

1. Role of the Board in Setting Strategy and Reviewing strategy Implementation

Boards are responsible for setting strategy as well as reviewing its implementation. Participants will discuss a

framework designed to achieve a sustainable long-term ‘Licence to operate’ reconciling both commercial and

ethical considerations as a key process in setting strategic objectives.

2. Role of the Board in Managing Risk and Recognising ‘Red Flags’

Participants will learn about the nine classes of risk about the need to treat risk holistically by taking into account

systemic risk, KPI risk, CEO risk and reputation risk as well as ‘red flags’ covering governance, strategy, financials

and fraud, audit, bribery, corruption and money laundering.

3. Role of the Board in Succession Planning

Learn the best practices for succession planning, determining the remuneration of the Board, CEO and key

positions in the company, explore the criteria and conditions for achieving the optimum Board composition as

well as review the issues involved in appointment and termination of the CEO.

4. Role of the Board in Talent Management

Measure the different approaches towards talent management by differentiating between a ‘high potential’ and a

‘high performer’ by avoiding the many pitfalls that exists in developing and managing a talent pool and pipeline.

5. Introduction to Financial Statements

Directors should ensure the accuracy of financial statements regardless of whether they are members of the Audit

Committee. Examine the role of the key data and ratios in the P&L (income statement) and balance sheet as well

as the importance of working capital management.

6. Role of the Board in Assessing Financial Performance

Explore the various tools for assessing financial performance and learn about how to determine the appropriate

cost of capital by measuring the suitability of different types of hurdle rate when assessing investment

opportunities.

7. COSO and The Control Environment

Participants will be introduced to the COSO internal control framework and will review the five steps required in

producing a Director Statements of Internal Control (DSIC) required by law.

8. What Could Go Wrong?

Explore the six threats towards good judgment and review the five steps needed in the process of forming

judgments and making decisions in order to minimise the impact of unconscious bias by ensuring sound internal

control.

9. Role of the Board in Engaging Stakeholders

Participants will be advised regarding the role and responsibility of Board members in engaging stakeholders and

the impact they have on the success of the company. Learn to perform stakeholder mapping in understanding

the role of alliance building, ally mobilisation and lobbying.

10. Importance of Corporate Responsibility

Discuss what differentiates corporate responsibility (CR) from corporate social responsibility (CSR). In addition,

this session will explore the best ways of leveraging reputation for acting responsibly across the value chain, using

branding best practice rather than investing in undifferentiated ad hoc photo opportunities for the annual report.

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CORE: FUNDAMENTALS OF CORPORATE DIRECTORSHIP ● 5 DAYS ● 40 CPD POINTS

• Setting & Reviewing Strategy: Apprise the need to have an organisation’s vision, mission and strategy, as

well as understanding the strategic options, and unique value proposition.

• Managing Risk & Recognising ‘Red Flags’: Identify the appropriate risk classification and the relevant red-

flags through key performance indicators for each strategic initiative.

• Succession Planning & Talent Management: Review the key factors for successful succession planning for

the board and the organisation by evaluating a cost-effective talent management plan by identifying gaps in

current and future talent needs.

• Financial Statements: Recognise the importance of financial statements and the role of board in assessing

financial performance.

• COSO & The Control Environment: Review the principles of risk assessment and ensure and effective control

environment.

• Stakeholder Engagement: Recognise the responsibilities of the board towards the organisation, shareowners

and other stakeholders.

• Corporate Responsibility: Understand and apply the concept of Corporate Responsibility to the organisation’s

value chain as well as business’ responsibility towards sustainability and business ethics.

LEARNING OUTCOMES

Fundamentals of Corporate Directorship is the first core programme for new directors of public listed companies. This

programme allows directors to appreciate the issues faced by Boards, directors and companies when thinking about how to

implement effective CG and allow Directors to make sound decisions and implement them as a Board.

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CORE: COMMITTEES – THE ROLE OF THE NOMINATION AND REMUNERATION COMMITTEE IN HUMAN CAPITAL MANAGEMENT ● 1 DAY ● 8 CPD POINTS PROGRAMME CONTENT

Module 1 - Choosing the right Board and top management

Participants will share experiences and discuss the characteristics required of top management teams in general

and focus on the changing requirements caused by technological and competitive forces. They will discuss

leading practice in how to recruit members of the Board and top management and share their experiences

regarding the issues they faced when ensuring recruitment and promotion reinforce company values.

Module 2 - Overseeing organisation design

Participants will explore the need for changes in organisation design as companies face a rapidly changing

technological and competitive environment in order to define current and future desired competencies.

Participants will decide which competencies are ‘evergreen’, which are specific to certain industries and which

are ‘perishable’.

Module 3 - Maximising talent

Participants will learn that effective talent management is driven by the organisation’s current and future strategy

and the gaps that exist between current competencies and staffing levels and desired future ones. They will learn

to distinguish between ‘high performers’ and ‘high potentials’ and appreciate the resulting differences in how to

motivate and develop them.

Module 4 - Rewarding long-term success

Participants will explore the key elements in developing and implementing an effective Performance

Management System (PMS). They will review leading practice of fixed and variable reward approaches and

discuss how best to construct a Long-Term Incentive Plan (LTIP).

This programme is designed to explore the best practices and current trends that are relevant to members of Nomination and

Remuneration committees in order to improve the quality of review and decision-making relating to managing human capital.

• Ensure recruitment and promotion policies reinforce the company’s values and business objectives

• Help ensure desired and existing competencies reflect the current and future organisation design

• Help ensure personal development plans of key staff reflect whether they are ‘high performers’ or ‘high potentials’

LEARNING OUTCOMES

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CORE: COMMITTEES – THE ROLE OF AUDIT COMMITTEE IN ENSURING ORGANISATIONAL INTEGRITY, INTERNAL CONTROLS & COMPLIANCE ● 2 DAYS ● 16 CPD POINTS PROGRAMME CONTENT

1. The Role of the Audit Committee within Corporate Governance

Analyse the role of the board and in particular the audit committee in the corporate governance structure as

well as the regulatory framework, including the Malaysian Code on Corporate Governance, the Bursa Malaysia

Corporate Governance Guide and various Bank Negara Malaysia (BNM) Guidelines. Review the examples of

Audit Committee Charters and Terms of Reference.

2. Current Issues affecting Audit Committees

Discuss how audit committees should allocate their time, including an examination of the findings of various

surveys into key current audit committee concerns with a focus of their key elements as well as current issues

affecting audit committees. The session also looks at the most recent thinking on corporate governance and

the role of the audit committee, including the Walker and Vickers reports in the UK, the Dodd-Frank Act in the

US and BNM’s current focus.

3. Asking the Difficult Questions

Identify some of the expectations required of audit committee members, for example in their interaction with

executives.

4. The Role of the Audit Committee in Risk Management

Review the roles played by the risk committee and audit committee as well as how they should be

differentiated. It also looks briefly at the concepts of Enterprise Risk Management and, in more detail, how the

audit committee can reinforce a risk culture within the organisation.

5. Monitoring Financial Reporting

Inspect some of the recent accounting scandals and the role of the audit committee in protecting against

similar occurrences. It looks at the accounting statements that the committee should review, the judgements

and changes in accounting policy that should be subject to scrutiny. Also considered are the specific BNM’s

requirements.

6. Internal Audit

Analyse the responsibilities of the audit committee in overseeing internal audit, including a particular focus on

assessing the performance of the unit.

7. External Audit

Review the responsibilities of the audit committee in appointing and changing the external auditors as well as

the performance of the auditor.

8. The Only Way is Ethics

Measure the role of the audit committee in reinforcing the ethical culture and sustainability of the institution.

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CORE: COMMITTEES – THE ROLE OF AUDIT COMMITTEE IN ENSURING ORGANISATIONAL INTEGRITY, INTERNAL CONTROLS & COMPLIANCE

● 2 DAYS ● 16 CPD POINTS

The Role of the Audit Committee within Corporate Governance: Review the role of the board and the audit

committee in the corporate governance structure

Current Issues affecting Audit Committees: Discuss some of the issues arising from disruptive trends in

technology, geopolitics and regulation which affect the audit committee.

The Role of the Audit Committee in Risk Management: Identify potential issues and recommend ways of

improving risk management and internal control

Internal & External Audit: Appraise some of the policies and practices that are used to control the operations,

accounting, and regulatory compliance of companies.

LEARNING OUTCOMES

This programme is designed to explore the best practices and current trends that are relevant to members of Audit Committees in

order to improve the quality of review and decision-making relating to Financial Reporting, Financial Oversight, Monitoring and

Management of Risk, Appointment, Management and Remuneration of the External Auditors and the Oversight of Internal Audit

function.

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CORE: COMMITTEES – THE ROLE OF THE RISK MANAGEMENT COMMITTEE IN MANAGING RISK ● 2 DAYS ● 16 CPD POINTS PROGRAMME CONTENT

1. Risk Management and the Evolution of Risk Management Thinking

Recognise about the traditional and latest ways of thinking about risk – whether the assumptions people make

and the models they use are robust and learn about the concept of ‘radical uncertainty’ as to how it affects

risk management thinking.

2. Risk Identification, Assessment and Structuring

Discuss ways to identify various types and categories of risk. There will be presentations and discussions on

how best to assess simple classes of risk, followed by discussions on how best to structure risk.

3. Classical Risk Management: From Instrument to Strategy

Review risk instruments, their limitations and advantages as well as consider applying appropriate risk

instruments by taking into account their effect on strategy and vice versa.

4. Rethinking Risk

Discuss new approaches to risk in the areas of technical, financial, behavioural and strategic risk.

5. Taking a Holistic Approach to Risk

Analyse and integrate traditional risks, with risks to earnings drivers with cultural risks that make the difference

between the effective and ineffective implementation of a strategy, putting reputation at risk.

6. Increased Scrutiny Over Risk

Assess the various types of organisational exposures to risks by looking into risk management policies.

7. Potential Loss Areas

Measure the areas that may have exposures to financial loss like real and personal property, lost of revenue,

statutory offences, etc.

8. Finding the Balance Between Taking and Managing Risks

Review the strategic advantages of taking risks and learn how to manage complex business transactions

effectively.

9. Areas of Risk Management Oversight

Inspect on the areas that may be subjected to risk out of compliance with established best practices on risk

management from a domestic and global standpoint.

10. Risk Management Oversight From a Board Perspective

Develop a formal review of risk management systems annually. Review risk oversight policies and procedures

at the board as well as Risk Management Committee levels and assess risk on an ongoing basis.

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CORE: COMMITTEES – THE ROLE OF THE RISK MANAGEMENT COMMITTEE IN MANAGING RISK ● 2 DAYS ● 16 CPD POINTS

• Modern Risk Approach: Explain how modern risk thinking has evolved since the GFC.

• Classes of Risk: Identify different types of risk by evaluating different types of risk instrument in relation to

their chosen strategy.

• Technical Modelling: Appreciate the limitations of technical modelling, dealing with financial and behavioural

risk.

• Risk Management Framework: Develop a holistic framework for risk management including traditional,

earnings driver and cultural risk.

LEARNING OUTCOMES

“The Role of the Risk Management Committee in Managing Risk” programme is designed for directors of large public listed

companies who are either members of the Audit or Risk Management Committee or who are interested in risk management in

order to raise awareness and make directors dealing with risk management issues more effective in their interactions with senior

management when thinking about how to manage and mitigate risk.

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CORE: COMMITTEES – THE ROLE OF THE CHAIR & CORPORATE AFFAIRS IN ENGAGING STAKEHOLDERS ● 1 DAY ● 8 CPD POINTS PROGRAMME CONTENT

1. Introduction to Stakeholder Engagement

Record the benefits of engaging with stakeholders and the basic principles of stakeholder participation.

2. Role of the Chair

Discuss ways for the Chairman and board members to display an appropriate leadership in fostering

meaningful engagement with their stakeholders.

3. Role of Corporate Affairs

Explain the role of corporate affairs in an organisation based on a stakeholder agenda. A case study will be

shared to highlight that corporate interests must be reconciled with other interests, such as those of the

community or special interest groups.

4. Current Stakeholder Engagement in Practice

Discuss case studies on the best practices of stakeholder engagement.

• Stakeholder Engagement: Apprise the need to have the most appropriate engagement approach for

identifying, influencing and leading key people towards desired results and benefits.

• Stakeholder Approach: Review the different needs of the three different types of stakeholder.

• Engagement Approach: Analyse to ensure that stakeholder engagement is a proactive ongoing process

rather than a reactive ad hoc one.

LEARNING OUTCOMES

“The Role of the Chair and Corporate Affairs in Engaging Stakeholders” is designed for directors who are dealing with

stakeholder engagement to help them in their interactions with senior management when thinking about how to best to engage

with company stakeholders.

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NON-CORE: SKILLS: HAS RESPONSIBILITY FOR STAKEHOLDER ENGAGEMENT FINALLY ENTERED THE BOARDROOM? ● 1 DAY ● 8 CPD POINTS PROGRAMME CONTENT

1. Dealing with Shareholders

Review the leading practices and discuss on the required disclosures in the quarterly reports. This session will

explore how best to deal with Annual General Meetings and when to call an Extraordinary General Meeting (EGM)

as well as discuss the latest trends in dealing with institutional shareholders and growing shareholder activism.

2. Preparing the Annual Report

Discuss what is expected by regulators in an annual report: the company purpose, mission, vision and values;

the profiles of directors and the senior leadership team; operational and performance highlights; the corporate

governance statement; risk management philosophy and the Directors Statement of Internal Control (DSIC) as

well as financial reporting and integrated reporting if the company is large.

3. Engaging with Stakeholders

Record who are the various stakeholders: suppliers; customers; employees; regulators; the community in which

the organisation finds itself and the media. Measure the different needs and means of communicating with each

of these publics. Participants will learn that it is essential to engage with various stakeholder on an ongoing basis.

4. Crisis Communications Planning

Discuss why a crisis communications plan is an essential part of any risk management and stakeholder

engagement process. Participants will review the relevant case studies to learn about the importance of having

a crisis communication strategy.

• Dealing with Shareholders: Review and discuss what is required to be disclosed in the quarterly reports as

well as to deal with Annual General Meetings and when to call for an Extraordinary General Meeting (EGM).

• Annual Report: Review what is expected by the regulators in an annual report.

• Stakeholders Engagement Explore the different needs and means of communication with the different types

of stakeholders.

• Crisis Communications: Discuss the importance of having an effective crisis communication plan.

LEARNING OUTCOMES

“Advance Stakeholder Engagement” aims to raise awareness of directors in engaging more effectively with stakeholders

through their interactions with senior management when thinking about how to best to engage with company stakeholders.

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NON-CORE: SKILLS: YOUR NEXT BOARD MEMBER SHOULD BE A GEEK – STRATEGY & FINANCIAL 1.5 DAY ● 12 CPD POINTS PROGRAMME CONTENT

1. Financial Strategy and Stewardship

Recognise how to select the appropriate risk-adjusted rates of return for the company as a whole and for

individual projects of investment by applying the appropriate cost of capital, taking into account the different

perspectives of using Discounted Cash Flow (DCF) to calculate whether an investment is worthwhile versus

using options thinking to establish the desirability of the investment. Participants will also review the advantages

and drawbacks of choosing outright purchase versus sale and leaseback, discussing the importance of

optimising asset intensity, taking into account the different needs of different industries and activities.

2. Financial Engineering and Shareholder Value Creation

Discuss the advantages and drawbacks of both debt and equity financing with a view to optimising the debt:

equity ratio, taking into account tax treatment of debt, equity and the risks posed by excessive leverage. Analyse

how to reconcile shareholder desire for dividends and capital gains in order to optimise the company’s dividend

policy, given the make-up of its shareholders.

3. Structured Products: How and When to Use Them

Illustrate the evolution in the role of Treasury from being a cost centre to a profit centre utilising structured

products not just to hedge risks, but also as a source of income which brought added risk exposures to

companies and often not adequately recognised by the Board when they approve. Discuss the implications of

this evolution and learn about the different types of structured products as part of this discussion as well as the

various types of structured products suited to their company needs, comparing their relative drawbacks and

advantages.

• Financial Strategy and Stewardship: Discuss and challenge the CEO, CFO and their advisers on the best

way to perform balance sheet financing.

• Financial Engineering and Shareholder Value Creation: Assess the relative advantages of debt and equity

finance to set the optimum debt to equity ratio for their company.

• Structured Products- How and When to Use Them: Assess the suitability of the different types of structured

product for the organisation and assess its suitability.

LEARNING OUTCOMES

This programme is for experienced Audit Committee and Risk Management Committee members of large public listed companies

to help directors become effective challengers of the various assumptions put to them by the CEO and CFO regarding the

organisation’s cost of capital; appropriate hurdle rates; balance sheet restructuring; financial engineering and shareholder value

creation; the role of Treasury and the use of structured products.

22

NON-CORE: SKILLS: BOARD OF DIRECTOR’S ATTRIBUTES AS DETERRENCE TO CORPORATE FRAUD ● 1 DAY ● 8 CPD POINTS PROGRAMME CONTENT 1. Money Laundering

In this module, participants will learn what the legal definition of money laundering (ML) is and what to look

out for to prevent it happening by applying global best practice.

2. Fraud

In this module, participants will learn what the legal definition of fraud is and what to look out for to prevent it

happening by applying global best practice.

3. Bribery

In this module, participants will learn what the legal definition of bribery is and what to look out for to prevent

it happening by applying global best practice.

4. Corruption

In this module, participants will learn what the legal definition of fraud is and what to look out for to prevent it

happening by applying global best practice.

• Define ML, fraud, bribery and corruption

• Identify the circumstances that can lead to them

• Recommend appropriate preventative action

• Ensure appropriate follow up.

LEARNING OUTCOMES

This programme is designed to help directors understand what constitutes money laundering, fraud, bribery and corruption and to

identify the circumstances that can lead to them. They will also learn about the legal consequences for them as directors of

allowing them to occur. As a result, they will be able to be more effective in recommending preventative action and following up on

their recommendations.

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NON-CORE: SKILLS: GETTING BOARDS ÓN BOARD’ IN MERGERS & ACQUISITIONS ● 2 DAYS ● 16 CPD POINTS PROGRAMME CONTENT

To suit the needs of Directors, the programme is specially designed with the inclusion of the following:

• Types of M&A and various strategy to consider

• Key processes of M&A – just enough for the board to add value

• The key success and failure of M&A with local cases – to learn the tips and pitfalls to avoid;

• Key factors to focus on such as synergy, risk and Board’s oversight role;

• Due diligence in M&A as a platform to negotiate M&A deals

• Mergers & Acquisition (M&A): Illustrate the understanding of the board’s roles and responsibilities with regards

to M&A in determining a rationale select and value acquisition targets, and evaluate the long-term potential of

the partnership

• M&A Integration: Formulate directors understanding in terms of foresight and mindset to sustain a post-M&A

integration in the long-run and enhance directors corporate governance understanding that contributes towards

a strong internal control system and operating framework for sustainable growth and performance.

• M&A Strategy: Prepare directors to provide input and sound judgement on M&A strategy by gaining deeper

insight of the target company by conducting due diligence as a platform to negotiate M&A deals and identifying

acquisition strategies, execute and close deals, as well as integrate acquisitions successfully. Setting

strategy/strategic decisions before the company undertake mergers/acquisitions as well as planning a

communication strategy, and the post-acquisition integration framework.

LEARNING OUTCOMES

Mergers & Acquisition (M&A) continues to ramp up the scale and has been the driving force in essential part of corporate business

strategy. Company directors and senior management should master the art of managing M&A, in leading and growing their

business ahead of the competition. Malaysia has been its fair share of interesting M&As, especially in the banking sector,

plantation, pharmaceutical and food & beverages. The success rate has been mixed and forms an interesting case study on what

makes or breaks an M&A deal.

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NON-CORE: SKILLS: On Governance: Should Boards care about COSO ERM? ● 2 DAYS ● 16 CPD POINTS PROGRAMME CONTENT

In this module, participants will be introduced to the COSO internal control framework and its five principles of the

control environment, four principles of risk assessment, three principles of control activities and two principles of

monitoring. In each case, participants will receive a checklist of questions to ask to ensure that the respective COSO

principles are being applied. They will also explore the conditions that promote fraudulent behaviour. Finally, they

will review the five steps required to ensure they produce good Director Statements of Internal Control (DSIC)

required by law. At the end of this module, they will receive their attendance certificates and the section in the ICDM

Good Governance Handbook dealing with internal control with a checklist of questions to use when considering

internal control as directors.

LEARNING OUTCOMES

• Emunerate the five principles for ensuring an effective control environment.

• Emunerate the four principles of assessing rissk.

• Emunerate the three principles for control activities.

• Emunerate the two principles for effective monitoring.

• Use the checklist to ask appropriate questions.

This programme is designed to raise awareness in prospective directors of the issues faced by Boards, Directors and companies

when thinking about how to implement effective controls and risk management.

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NON-CORE: BOARDROOM EXCELLENCE: BUILDING HIGH PERFOMANCE BOARD ● 3 DAYS ● 24 CPD POINTS PROGRAMME CONTENT

1. Setting The Scene & Board’s Role

Recognise the concerns & interest on Malaysian and Regional Corporate Governance.

2. Building the Board

Review the CEO Performance and board relationship by empowering and leading effective board teams.

3. Governance Roles & Responsibilities

Identify the various roles and responsibilities of the board as well as communication strategies towards

shareholder engagement.

4. Enhancing the Board and the Organisation

Recognise board contribution towards strategy as well as the importance of board effectiveness assessment &

performance.

• Identify the role of the board in strategy

• Understand the importance of cognitive bias in decision making.

• Define the importance of board performance and the contribution of board effectiveness assessments in

improving board performance.

LEARNING OUTCOMES

With higher public expectation for a more aligned approach towards corporate governance reforms across borders to support

long-term value creation, CHPB is designed with the mission of raising the bar on board stewardship from being a mere compliant

board to a high performing board.

• Facilitated learning through active interactive presentations

• Thought-provoking & dynamic discussions

• Use of local & international case studies

• Boardroom drama role-play

• Experiential learning via educational visit

• Learning gems

LEARNING METHODOLOGY

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NON-CORE: BOARDROOM EXCELLENCE: EXCELLENT CHAIRMAN MASTERCLASS

● 3 DAYS ● 24 CPD POINTS PROGRAMME CONTENT Excellent Chairman Masterclass programme is designed to fine-tune the leadership and governance skills of chairs while

also providing an in-depth analysis of the roles, accountabilities and relationship with other board members and the CEO.

Current and aspiring chairs with previous boardroom experience, from the private, public and listed private sectors, would

benefit from this programme. The programme provides insights on the following:

1. Qualities often seen in a successful chairman

2. Tips for aspiring chairman

3. Key roles of chairman; inside and outside the boardroom

4. Chairman succession planning

LEARNING OUTCOMES

• Deeper understanding: Achieve deeper understanding of how board and chair roles are changing – with the

world’s best practices.

• Effective meetings: Improve your ability to organise and conduct effective meetings.

• Coaching and development: Acquire tools for coaching and developing the CEO and senior executives.

• Challenging executives: Enhance your ability to challenge executives and board members through positive

exchanges on the key issues that underpin corporate performance.

• Addressing pressures: Become better able to address pressures when facing a crisis.

This programme is designed to sharpen your skills for leading an effective and high-performing board, which can effectively set and

implement the company’s direction and strategy.

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NON-CORE: TRENDING: CORPORATE GOVERNANCE IN START-UPS

● 0.5 DAY ● 4 CPD POINTS PROGRAMME CONTENT

1. What is Corporate Governance (CG) and Why Does It Matter?

Participants will learn and explore about CG and discuss as to why there is no one size fits all. They will also explore the five

different types of board interaction with management and then be asked to reflect upon the type of board-management

relationship at their organisation.

2. Companies Act 2016 (CA 2016)

Participants will learn about the mandated regulatory expectations in the CA 2016 sections 211-222 on the behaviour of

directors and the dilemmas that some of these expectations present.

3. Malaysian Code of Corporate Governance 2017 (MCCG 2017)

Participants will learn about the voluntary regulatory expectations in the MCCG 2017 with its emphasis on achieving eleven

intended outcomes with guidance to explain how these outcomes are to be achieved.

LEARNING OUTCOMES

• Define CG

• Explain why CG matters

• Explain why there is no one single way of implementing CG

• Decide which of the five types of Board interaction suits them

• Recognise potential dilemmas they will face as result of CA 2016 and consider what action to take

• Explain how the new Code is better than its predecessors

• Understand what is expected of them

This programme is to raise participant awareness of those sections of the Companies Act 2016 and the Malaysian Code of

Corporate Governance 2017 (MCCG 2017) that apply to directors; to get them to understand their legal roles and responsibilities

and role of the Board in general terms

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NON-CORE: TRENDING: DIGITAL UPSKILLING FOR BOARDS

● 0.5 DAY ● 4 CPD POINTS PROGRAMME CONTENT Digital leadership and data governance are key to success and business transformation.

As overseers of company strategy, the board of directors plays an important role in their company’s digital transformation. They

need to understand what this transformation entails and how the company plans to execute it successfully. Digital skills are a big

part of the conversation – at the company and in the board room. Are you keeping up?

Your board has likely heard that going digital is critical to the company’s success. But before your company gets too far down the

digital path, your board will want to understand what any transformation may mean to the company. Is your company really ready

to embrace such a potentially big change? What value and benefits would the company get from any digital investments? How

will these technologies impact customer and employee experiences, as well as culture? Has management thought about the talent

the company would need to make any digital changes?

LEARNING OUTCOMES

• Acquire strategic technology and digital skills as emerging technologies change companies’ strategies.

• Engage the right leadership team to enhance the digital IQ.

• Make sure digital is part of the overall board strategy discussion.

Boards need to know their organisation has the right people and skills, or capacity to develop or acquire them, to support its

transformation in the digital economy. Companies that lack skills for the new machine age could become easy prey for

competitors or shareholder activists, such is the expected rate of automation in the next two decades.

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NON-CORE: TRENDING: ARTIFICIAL INTELLIGENCE IN CYBERSECURITY

● 0.5 DAY ● 4 CPD POINTS PROGRAMME CONTENT Artificial intelligence (AI) warrants the close attention of the board because it presents opportunities when applied well and

risks when applied badly. Organizations that successfully exploit AI can disrupt the market, drive growth and manage their

commercial risk. Yet, AI technologies also present serious ethical, legal and programming risks that need to be managed

carefully. What’s more, AI is poorly understood by business, with many organizations unsure as to when and where they should

use it.

LEARNING OUTCOMES

• Better understanding of AI’s opportunities, and its risks.

• Determine how AI will fit into the company’s strategy.

• Encourage digital skills and talent to move forward the organisation.

• Gain the trust of stakeholders by the usage of AI

• Better oversight of cyber risks and data privacy issues

The emergence of artificial intelligence and robotics – and their effect on the organisation’s capabilities – has elevated this

issue a risk-management consideration for boards.

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