Governance: Your Key to Success

Transcription

1 Date : 7 & 8 October 2013 Venue : Sapphire Room, Novotel Bangkok Platinum Hotel, 220 Petchaburi Rd, Ratchatewee, Bangkok 10400, Thailand Who Should Participate: Board Members I C-Suite I Executive & Managing Directors I Company Secretaries I Legal Counsel I Senior Management I anyone who would benefit from the course.

2 About Iclif Iclif was established as a non-profit organisation, under the auspices of Bank Negara Malaysia (Central Bank of Malaysia). ICLIF is an international, Asia-focused centre dedicated to research, executive education, coaching and advisory services in the areas of corporate governance and leadership development. Our Corporate Governance Programs focuses on roles, responsibilities and key issues faced by the board in the areas of corporate governance, risk management, strategy, financial reporting and stakeholder management. Iclif also conducts the much acclaimed Financial Institutions Directors Education (FIDE) program for the financial sector to develop world-class directors who are advocates of best practices and excellence in corporate governance. Program Overview Corporate Governance essentially is about accountability and strategic direction and has become increasingly dynamic with the current standard of business environment. Policymakers and regulators are focused on changes to corporate governance practices to enhance board transparency, increase director accountability, and give greater voice to shareholders over critical boardroom decisions. The issue of governance has been in the limelight of many reputable companies in recent years. The cases highlight the role of board members and its challenges, assessment of risk and control environment but more importantly, focus on performance and accountability. It is therefore vital for businesses to keep abreast with unexpected changes and strengthen the standard of corporate governance according to the latest developments. During the 2-day program, participants will have the opportunity to engage with an international thought leader with vast experience and knowledge in the field of corporate governance. The program promises a highly interactive and stimulating two days where the facilitator takes participants through real-life case studies and scenarios. This program will definitely hone the skills of directors and senior executives in the area of governance. Participants in this program will learn not only from the facilitator but also from the rest of the participants. This program seeks not only to change the way you think but also your behaviour in relation to the topics covered.

3 Program Outline Day 1 Session 1: Fiduciary Duties owed to the Company and its Shareholders Interactive Lecture Who are your constituents? What duties are owed and to whom? How do you fulfill your duties to the company and its shareholders? We begin with an interactive lecture to address the question of corporate responsibility. After identifying the four principal stakeholders, those being the shareholders, the customers, the employees, and the public at large, we focus in the first session on the fiduciary duty. We explore how this duty is exercised in practice, with a particular emphasis on the role of committees in meeting this obligation. While we discuss the evolution of the fiduciary duty over the past 100 years, we do so with one ultimate question in mind: What are the standards to which we, as directors, wish to hold ourselves to? Session 2: The Nature of our Duties to Customers, Employees and the Public Interactive Lecture In a stakeholder-centric world, what duties are owed to customers, employees and the public? How do you address your obligations to these groups when their interests come into conflict with one another and with your fiduciary duty to shareholders? In the second session, we observe that our obligations to shareholders are far better defined in the law than, say, our responsibilities to the public. Thus, a question of ethics naturally arises in the discussion, and we introduce the triple lens framework. Specifically, we argue that every decision ought to be put through the test of three lenses: financial, legal and ethical. Using examples from several case studies, we explore the challenges of meeting our obligations to the various stakeholder groups when conflicts arise. Session 3: The Role of the Board Case Study: Enron What is the Board s role in developing a company s business model? What can a Board do to avoid or address business model failures? In this session, we will focus specifically on the Duty of Care, one of the principal components of Fiduciary Duty. How does a board member oversee company strategy and direction without crossing over into micromanagement and interfering with management s ability to run the business? What actions do successful boards take to avoid the possibility of governance failures? For this session, we will study in particular the case of Enron Corp to try to develop a better understanding of the Duty of Care in a very practical context.

4 Program Outline Day 2 Session 4: The Role of the Audit Committee Case Study: New Century Financial What are the respective roles and responsibilities of management, the audit committee, the internal audit team and the external auditors? What role do directors play in identifying and addressing accounting red flags? This session will examine how directors fulfill their duties, with particular emphasis on the role of committees. Our discussion will explore the respective roles of the Board, its committees, the management team and the company s external advisors. Where does responsibility and accountability lie, and what is the Board s role in overseeing these groups? This session will be framed by a discussion of the 2007 accounting problems, liquidity crisis, and eventual bankruptcy of New Century Financial, one of the largest subprime loan originators in the U.S. Session 5: How Should the Board Spend its Time? Case Study: Bausch & Lomb What decisions are worth the Board s time and what decisions should be left to management? How should the Board spend its time and prioritise its obligations? How does the Board keep management honest? In session 5, we will discuss the processes and tools available to the Board to manage its own performance. Using the Bausch & Lomb case as a basis for discussion. We will also explore how the Board prioritises its time and determines what issues are material enough to warrant the Board s time and attention. The case study also raises the key question of company culture, providing an opportunity to discuss the important role that the Board and senior management team play in establishing the culture and values of the organisation. Session 6: Management and Financial Oversight Case Study: Molex What is the Board s role in dealing with and preventing crises of confidence? How should a Board respond to demands of important external parties such as auditors or regulators? This session will focus on the Board s role in managing the many internal and external stakeholders and resolving conflicts between them. What are the relative roles and responsibilities of management, the Board and its committees? How does the audit committee interact with the external auditors and the company s internal finance function? In times of crisis, what is the Board s role in dealing and preventing crises of confidence? In this session, we will study in particular the case of Molex Corp to try to develop a better understanding of the role of the Board and its Committees in a very practical context.

5 Distinguished Facilitator Nabil N. El-Hage is faculty in the FIDE Program. He is also Chairman of Academy of Executive Education, LCC and has served as Professor of Management Practice at Harvard Business School, where he also held various other positions, including Senior Associate Dean for External Relations. At Harvard, he taught courses in corporate finance, private equity, and corporate governance, for eight years. But Professor El- Hage is not a lifelong academic. He has served as Chairman and CEO of Jeepers! Inc, a private equity-financed national chain of indoor theme parks, for nearly 10 years. Nabil also has operating experience in private equity and venture capital with TA Associates and Advent International, and as CFO of Back Bay Restaurant Group, a listed restaurant holding company. He has also served on several boards around the world, of private and listed companies. Testimonials I have thoroughly enjoyed attending the FIDE program. The program consists of case studies which are new to me and with the assistance of Prof Nabil and other facilitators, all participants of my group of bankers had to be on our toes at all times. This made the program more exciting and beneficial to our banking profession. I would definitely support and recommend to any party interested in programs which Iclif might introduce and hold within the region. Piti Sithi-Amnuai, Director/Advisor Bangkok Bank Public Co. Ltd, Thailand The class made lasting impressions, thanks to the first rate teaching, discussion and moderation by Prof Nabil. I left the class humbled by a new awareness of the ever more demanding global standards in corporate affairs. Toh Chong, Senior Executive Vice President International Banking Group, Bangkok Bank Public Co. Ltd, Thailand The FIDE program offered a practical scope-of-coverage through real-world case studies, with ideas and solutions that can be adapted and applied. I was very impressed with the knowledge of the lecturers, and commend the organisers for putting together a program that is relevant to the challenging and evolving financial landscape. Wong Kim Choong, CEO United Overseas Bank (Malaysia) Bhd I particularly enjoyed Prof Nabil s discussion of case studies very interactive, made you think logically & without getting emotionally entangled over decisions made. Ayesha Natchiar binti Dato Ally Maricar, INED Bank of America (M) Berhad Top marks to Prof Nabil. He is a great facilitator and I have learnt from him in more ways than one. Philip Seah, CEO Prudential Assurance Malaysia Berhad Prof Nabil is very good, knowledgeable & effective. Should get more presenters like him. YBhg Dato Abdullah Mat Noh, Chairman BNP Paribas Malaysia Berhad

6 7 & 8 October 2013 I Novotel Bangkok Platinum Hotel REGISTRATION FORM A. Registration Fees (Per Person) Early Bird Price RM 5,000* RM 4,750* RM 4,500* RM 4,500* * Price excludes the cost of accommodation & airfare. B. Participant Information Please use one registration form per participant. Name Regular Price Designation Company Main Business / Activity Address Postal Code Contact Person Group Discount of 5 pax Country Tel ( ) country code ( ) area code ( ) Mobile ( ) country code ( ) area code ( ) FIDE Forum Member Price Data Protection: Details provided by you above shall be held by The ICLIF Leadership & Governance Centre ( Iclif ) on a database and may be shared with external third parties acting on behalf of Iclif as necessary. Iclif may wish to process your personal information in connection with a variety of activities which may include sending you publicity information about Iclif and its Alumni. Iclif respects your privacy and is committed to handling all personal data with care under the PDPA Thank you for your kind attention and support. However, if you do not wish Iclif to use your personal data in this way, please indicate by [ ] the box C. Additional Information Meal Preference: Vegetarian Non-Vegetarian Please indicate if you require accommodation Yes No Participants will enjoy a special room rate at the Novotel Bangkok Platinum Hotel. However, bookings must be made early as this offer is subject to room availability. Room charges are not included in the registration fee. Please contact Vicky Rajaretnam at or vicky@iclif.org for the hotel accommodation registration form. Early Bird Discount Ends 15th August 2013 Register Now! Send your completed registration form and payment to: The Iclif Leadership and Governance Centre ( W) Level 5, Block A, Platinum Sentral Jalan Stesen Sentral, Kuala Lumpur Sentral Kuala Lumpur, Malaysia. Fax : fide@iclif.org For enquiries and Group Bookings of 5 and above, please contact us at: Jennifer Gail: jennifer@iclif.org ( ) Rosita Hassan: rosita@iclif.org ( ) Vicky Rajaretnam: vicky@iclif.org ( ) D. Payment Details By Telegraphic Transfer Bank : Maybank Berhad Branch : Kuala Lumpur Main Branch Bank Address : 100 Jalan Tun Perak Kuala Lumpur Bank Swift Code : MBBEMYKL Account No. : Account Name : The ICLIF Leadership and Governance Centre Note: Participnts will bear all bank telegraphic transfer charges. Once we receive your registration form, we will provide you with an invoice number. Please quote our invoice number in the photocopy of the bank-in-slip after making payment. By Cheque Issue to : The ICLIF Leadership and Governance Centre (Company No W) Please indicate the following details at the back of your cheque. - Your Full Name as per registration detail - Contact Number & Address - Name of Event By Credit Card - Participants can register and pay online through our website: Payment options: All payments should be made in Ringgit Malaysia (RM). However if payment is in US Dollars, the exchange rate will be at the rate prevalent on the day. Note: Confirmation of a seat is based on a first-come first-served basis and is guaranteed only upon payment. Payment should be made at least 7 days before the date of the program. Early Bird discount is only applicable upon full payment. E. Cancellation Policy If you are unable to attend, a substitute participant is welcome at no extra charge. Please provide the name and the title of the substitute participant at least 2 working days prior to the program. There will be no refund for cancellations. The Organiser reserves the right to make any amendments and/or changes to the programme, venue, speaker replacements and/or if warranted by circumstances beyond its control.