Executive Development Series 2018

Transcription

1 Executive Development Series 2018 CHIEF INTERNAL AUDITOR April CORPORATE FINANCE SCHOOL May 6-8

2 GLOBAL REACH The BIBF qualifies over 20,000 learners a year across all major business disciplines and economic sectors. The BIBF has delivered training to over students in 63 countries since its inception in 1981

3 OVERVIEW The BIBF is a semi-government training institute affiliated with the Central Bank of Bahrain, established in It plays a vital role in the training and development of human capital in Bahrain, the wider Middle East, North Africa, and beyond. The BIBF s commitment to excellence has strengthened its position as the leading educational provider across all major business disciplines. The Institute serves as a partner to numerous world-class institutions; delivering Thought Leadership, Assessment and Training in the areas of Banking, Islamic Finance, Executive Development, Accounting & Finance, Academic Studies, Leadership & Management, Insurance, Information Technology and Communication, Project Management and Supply Chain Management; resulting in a complete business solution. Euromoney Learning Solutions is a world leading provider of premium public courses, elearning and tailored learning solutions. We cover all areas of finance, law, energy and interpersonal skills; plus, new verticals in infrastructure, government, metals and mining, and insurance. We can help you to facilitate change in your business, enhance the skills of your employees, or accelerate your own performance and career. We draw on our 150 strong team of expert trainers, who are among the most talented specialists in their respective fields and are committed to creating an ethos of excellence.

4 CHIEF INTERNAL AUDITOR

5 Chief Internal Auditor The course will provide the Chief Internal Auditor with practical guidance aimed at enhancing their position and profile within their organisation, as well as the reputation and performance of their team. The course will enable the Chief Internal Auditor to understand and develop attributes that demonstrate world-class performance, with particular emphasis on teamwork, relationships, innovation and the drive for continuous improvement. The Chief Internal Auditor and his or her team are seen as key parts of the governance, risk and assurance framework and this course will also help the Chief Internal Auditor leverage the work of other assurance functions so as to present a more coordinated role in reporting to the relevant Board level committees (usually Audit and Risk) on strategic change and its impact on this framework. Target Audience: Chief Internal Auditors Senior Internal Audit Managers Audit Committee Chairs Chief Risk Officers Co-source Internal Audit partners and directors

6 Day 1 Introduction The role and position of the Chief Internal Auditor The role of the Chief Internal Auditor and how this is perceived across a range of organisations. Review delegate and other example Role Profiles. Reporting to the Audit Committee, executive management and the Board. Group Exercise: List and prioritise all key stakeholder relationships and discuss how (or whether) the Chief Internal Auditor should report in each case. Reporting Lines for the CIA: sources of authority and how to maintain independence. Group Exercise: Review sample IA Charters and Audit Committee charters Annual Audit Planning and the Audit Universe: What is the CIA s role in risk based annual and engagement audit planning What MI should the CIA and his/her team receive, rely on and use? Input from regulators, co-source partners, professional bodies and peers. Relationship Management Visibility at the top table and the relationship with the Audit & Risk Committees Operating within the traditional three lines of defence model Group Discussion: Relationship building tips and tricks. Examples of success stories and failures. Day 2 The IPPF and the Standards Relevance of the IIA s international standards and the impact of recent changes. Preparing for an External Quality Assessment (EQA) Case Study: External Quality Assessments (EQAs) How are they structured; what can we learn from the most common findings? The importance of having a Quality Assurance & Improvement Programme. Benefits and pitfalls of peer reviews and stakeholder feedback forms. Case Study: To review a range of examples of measures/kpis and their relative advantages and disadvantages. Attributes of a World Class Internal Audit function Definition of world class and how it can be applied to internal audit Views of the IIA, the professional firms and leading IA gurus Use of balanced scorecards and other KPIs to measure performance.

7 The role and position of the Chief Internal Auditor Day 3 Audit Reporting Writing for Impact tips and tricks for quicker and more impactful reporting. Case Study: Reviews of example IA reports and discussion of key features: Opinions and conclusions Report and issue gradings Ownership of issues and actions IA summary reports to the Audit Committee. Auditing Change Projects IA s critical role in projects or initiatives that are key to organisation s objectives. Benefits and pitfalls of being involved early. The challenge of being asked to sign off. The role of post mortems and how to really learn lessons. Case Study: Using a real life example of a major systems implementation, some typical issues and challenges and an innovative reporting approach. Building a more effective and efficient Internal Audit team How to achieve more with less. Examine the impact associated with good practice examples of more efficient IA operations and the role of technology to help delivery. Includes discussions, examples and guidance on using Data Analytics, Assurance Maps, Control Risk Self-Assessment and Agile auditing. Programme details : Duration : 3 days Date : April 24-26, 2018 Timing : 8:30 am 4:30 pm Fee : BD 950/-

8 CORPORATE FINANCE SCHOOL

9 Corporate Finance School The course is based on case studies and model building and covers all the practical aspects of the major corporate finance activities including. Day 1: Valuation by WACC and by multiples Day 2: M&A Structuring, synergies, due diligence and pro forma analysis Day 3: IPOs and restructuring in financial distress The course is built around actual case studies illustrating current practices including: BA/Iberia merger; Tommy Hilfiger LBO Royal Bank of Scotland Marathon corporate restructuring; Phelps Dodge M&A valuation Allianz The case study work will include team based negotiation and excel modelling The Lead Trainers by Paul Richards, who has substantial banking expertise & experience of delivering courses in finance to banks and financial institutions all over the world. He has also taught MBAs and Masters in Finance students in leading UK business schools. Course Objectives The course delivers in-depth exposure to all the main corporate finance disciplines including valuation, M&A and acquisition financing, LBOs and debt restructuring as well as the associated model-building. Teaching Techniques The course is delivered by means of a combination of short lecture session followed by practical case studies some of which involve using excel models. The sessions are highly interactive and questions and attendee participation is encouraged. Case study work also involves negotiation which is undertaken in small groups. The concepts taught, the exercises and the case studies are designed to be of practical benefit to attendees and are immediately usable in the workplace.

10 Day 1 Investment Appraisal and Valuation Session 1: Investment appraisal and model building Introduction to modelling the key principles Payback; Discounted payback Net present value, internal rate of return Key assumptions, modelling principles Model drivers: tax; working capital; capex Capital Structure Theory: Modigliani and Miller Enterprise value concept Impact of tax and financial distress costs Cost of debt, cost of equity WACC (weighted average cost of capital) How CAPM can be used to identify the cost of equity The impact of gearing on the cost of equity Model inputs and sensitivity Calculating beta and the risk premium Case Study: Calculating the cost of equity using beta and adjusting the beta for changes in gearing Session 2: WACC (Weighted average cost of capital) Estimating enterprise value using WACC Forecasting free cash flows and the growth rate Terminal value calculations Obtaining an equity value using WACC Review of WACC as a valuation tool Alternative terminal value calculations Return on invested capital Case Study: Valuation involving preparation of cash flows, calculation of WACC, estimating enterprise value and hence equity value Session 3: Valuation using multiples Background to the multiple-based approach Requirements to achieve reliable results Alternative valuation ratios Value drivers and valuation Case Study: Phelps Dodge multiple based M&A valuation Session 4: M&A rationale, synergies and due diligence Strategic decision making: do companies need to grow? Acquisition versus organic growth Types of transaction Types of synergies Identifying the acquisition benefits Due diligence: financial, legal and commercial Deal breakers, adjusting the price Managing acquisition risk Quantifying the benefits Types of synergy Legal risks in acquisitions and risk mitigation Credit risk in the event of a problem Impact of the nature of the transaction (friendly/hostile) on due diligence Case Study: BA/Iberia

11 Day 2 Acquisition Analysis Session 1: Corporate restructuring events & implications Acquisitions; JVs; Spin-offs; Split-offs; Carve-outs; Targeted stock Contingent value rights Disposals the controlled auction Bilateral negotiation Data room Vendor due diligence Sale and purchase agreement Pro forma financials Accretion and dilution Breakeven PER of cash/debt Impact of capital structure Considering all debt and all equity financing Including synergies in the analysis Case Study: M&A presentation by Rona Session 2: Modelling the acquisition Building the model Income statements Balance sheets and cash flow statements Capital structure assumptions Financing options Examining the impact on credit ratios Dividend policy Capital structure flexibility Bridge financing Issuing equity Vendor placing Deferred consideration: Earn-outs Highly leveraged transactions: LBOs Senior and mezzanine acquisition debt Case Study: Model building to examine the impact of the acquisition, its synergies and its financing on the financial statements of the buyer Session 3: Leveraged buy-out types Deal types: LBO, MBO, MBI, BIMBO, SBO, LBU, P2P, etc. Example capital structures Establishing the amount of debt that can be used Assessing the type of debt that can be used Disadvantages of the high level of gearing Key credit ratios Case Study: Materis, international secondary and tertiary buyout

12 Session 4: Building the LBO model Secondary buy-out case Senior and junior mezzanine Key ratios determining the financing structure Preparing projections for the appraisal of an LBO and mezzanine candidate Model the equity returns Model the mezzanine warrant participation Setting the covenant structure Internal approvals, facility letters Acquisition vehicle structure Contractual subordination Structural subordination Achieving debt pushdown Achieving tax relief Opco/propco/holdco Case Study: Building a model of the cash flows and capital structure to test syndication feasibility Day 3 IPO Marketing and Underwriting and Restructuring in financial distress Session 1: Marketing the IPO Exit strategies for existing shareholders Strategic considerations: float or sell? The objective of the due diligence exercise Book-building/placing as an issue method Offers for sale as an issue method The role of the analyst Roadshows and company visits Preparing the management Case Study: Roadshow presentation for major IPO Session 2: IPO Underwriting Hard and soft underwriting The financial risk in underwriting Underwriting as an option Competition issues in fees charged Underwriting in public offers Pre-emption rights Theoretical ex-rights price (TERP) Deeply discounted issues Case Study: The overallotment option/greenshoe

13 Session 3: The road to financial distress Symptoms of distress Causes of distress The cycle of distress The role of covenants as early warning devices The rating agencies and missed problems Distressed security prices Systemic distress or ad hoc distress Speed of recognition versus management denial Case Study: Americredit and the US car industry Session 4: Restructuring options What business levels can be projected in the future Can the projections support the current debt burden? Does the company need more cash to execute the new plan? Legal options available Approaches to insolvency (INSOL Principles) Workouts Prepackaged deals Court led/judicial restructurings Comparing international approaches Case Study: Restructuring Drax Programme details : Duration : 3 days Date : May 6-8, 2018 Timing : 8:30 am 4:30 pm Fee : BD 950/-

14 For further information, and to register: Please contact the Centre for Banking