2019CorporateGovernance

Corporate Governance Master Class
For Board & Senior Management
21 - 22 February, 2019 | Hotel des Mille Collines | Kigali, Rwanda
Program Descriptors
Corporate Governance Program
IFC Advisory Services, Rwanda

International Finance Corporation (IFC) Advisory Services East Africa Corporate Governance Program
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Background
IFC AS Corporate Governance (CG) Program goal
is to improve corporate governance in the East
Africa region. Towards this goal, the program has
the following objectives: (i) build the business case
for good corporate governance among companies
and companies; (ii) assist investors in improving
corporate governance practices of investee
companies; (iii) segment the market and focus on
small and medium enterprises and Family-Owned
Enterprises; (iv) further develop and foster training
capacity; and (v) help corporate governance
institutes/institutes of directors on their path to
viability.
International Finance Corporations (IFC) and the
Institute of Certified Public Accountants of Rwanda
(ICPAR) have jointly organized a CG Workshop for
companies to strengthen the expertise and skills of
directors and senior management in terms of good
corporate governance in the country. It is intended
that this training will give insights to the business
society and helping board members and senior
management of companies to understand corporate
governance and its value for their institutions.
Corporate Governance is essential in the financial
sector to instill good risk management practices
and controls. In turn this will improve the quality of
the business and management structures, which will
increase decision making capacity and strengthen
operational efficiency that are prerequisites to
an industry in a certain country to becoming
competitive in the global industry.
Program Overview
The Corporate Governance Workshop is being
offered by IFC through carefully selected
institutions in the East Africa region. The Training
program will educate companies on specific issuesrelated
Corporate Governance topics, including risk
management, compliance and audit, to help them
improve their Corporate Governance practices and
strengthen their control environments. The program
will cover the principles enhancing CG for companies,
including International Corporate Governance
trends and developments, integrating good CG
practices in companies, assigning responsibilities
within an institution, building a high-performance
board, and director duties and liabilities.

Also, the program will tackle the effective control
and management environment of the company,
particularly focusing on the audit committee,
risk procedure and compliance requirements, the
importance of a strong internal audit function,
purpose and function of the audit committee,
insider lending, conflict of interests, good Corporate
Governance practices coming from a stronger
regulated and bureaucratic environment, and the
role of the supervisors.
Who Should Attend
The CG Workshop is designed for board chairs,
board members, directors, senior executive officers,
and top management of companies and financial
institutions in Rwanda.
Program Structure
The whole program consists of eleven related
modules to be delivered in two days training period.
This program will also feature a panel discussion and
be delivered in English.
Module Descriptors
PART I
Introduction to
Corporate Governance
PART II
Global Financial Crisis
- Business case for CG
PART III
Building an effective
and efficient Board
PART IV
CG Regulatory
overview
PART V
Risk Giovernance and
Control Environment
PART VI
Board Committees
PART VII
Minority shareholdres
protection
PART VIII
Communication,
disclosure & transparency
PART IX
Looking behind the
numbers
PART X
Integration
Corporate Governance Program Descriptors www.ifc.org/corporategovernance
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International Finance Corporation (IFC) Advisory Services East Africa Corporate Governance Program
Agenda
MODULE 1: INTRODUCTION TO CORPORATE GOVERNANCE
09:45 - 11:00 am
Purpose: To explain the concept of and business case for good corporate governance for firms.
Outline:
• Introduction to Corporate Governance
• Unique nature of governance at
companies
• Regulatory views on Corporate
governance
• Corporate governance practices in
Rwanda
• Recipe for the implementation of a
Corporate Governance program
• Troubleshooting guide for directors
ARRIVAL AND REGISTRATION
08:00 – 09:00 am
WELCOME REMARKS
09:00 – 09:45 am
Outcomes:
• Understand the unique nature of Governance at
companies
• Understand the regulatory views on Corporate
Governance practices at companies
• Agree that corporate governance can add value
• Understand the main steps to be undertaken to
implement a Corporate Governance program at a
company
• See some of the critical issues you may face along the
way
Coffee Break 11:00 - 11:15 am
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MODULE 2:GLOBAL FINANCIAL CRISIS AND IMPLICATIONS – BUSINESS CASE FOR CORPORATE
GOVERNANCE
11:15 am – 12:30 pm
Purpose: To explain the reasons for the financial crisis and the lessons learnt in Corporate Governance and
Risk Management
Outline:
• What went wrong? – Reasons for the
global financial crisis
• Response to the crisis – Regulatory and
Industry response
• Crisis as a lesson in Corporate
governance – Lessons on the Role
of the Board/Senior management,
Remuneration, Risk disclosures and Role
of Shareholders
• Crisis as a lesson in risk management
Outcomes:
• Understand the role played by the regulators, companies,
rating agencies and funds in the crisis
• Understand both the industry and regulatory responses
to the financial crisis
• Derive Corporate and Risk Governance lessons from the
crisis
• Derive lessons on risk management from the crisis
Lunch Break 12:30 – 01:30 pm
MODULE 3: THE ROLE OF REGULATORS AND FIRMS TO BUILD SUSTAINABLE PRVATE SECTORS
01:30 – 02:45 pm
Purpose: To explain some of the key areas under local regulations, provide a regulatory overview of
Corporate Governance and address regulatory compliance
Corporate Governance Program Descriptors www.ifc.org/corporategovernance
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International Finance Corporation (IFC) Advisory Services East Africa Corporate Governance Program
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Outline:
• Regulatory overview of Corporate
governance
• Regulatory compliance – Approach and
roles and responsibilities
Outcomes:
• Understand the key disclosure requirements
• Understand more about the regulation and how it affects
corporate governance
• Understand regulatory compliance at a company, the
approach and corresponding roles and responsibilities
Coffee Break 02:45 – 03:00 pm
MODULE 4: BUILDING AN EFFECTIVE AND EFFICIENT BOARD OF DIRECTORS
03:00 – 04:30 pm
Purpose: To make boards more effective and dynamic
Outline:
• Introduction: Understanding the role of
the Board
• Understanding the Board composition
– Structure, Operating models, and
Functionaries
• Understanding the Board composition
• ‘Fit and proper’ criteria
• Roles and responsibilities of key Board
members
• Board level committees and composition
• Board performance assessment
• Other vital issues – Board size, meeting
frequency, quorum and remuneration
Outcomes:
• Understand what the board’s responsibilities are
• Understand the composition of the Board – Key
functionaries, Director independence, Chairman/CEO
separation
• Understand the structure of the board committees and
their composition
• Understand the key requirements for a Board member –
Qualifications, time commitment
• Understand how to measure directors’ effectiveness/
success criteria
• Understand some of the problems along the way
Day-1 Evaluation; End of Day-1 Program 04:30 - 04:45 pm

Arrival and Registration
08:00 – 09:00 am
MODULE 6: SETTING UP BOARD AUDIT COMMITTEE – ROLES AND RESPONSIBILITIES
09:00 – 10:15 am
Purpose: To explain the importance and the functions of the audit committee in supporting Corporate
Governance
Outline:
• Audit committee – Introduction and composition
• Where does it fit in the corporate governance
picture?
• Regulatory views on the Audit committee
• Roles and responsibilities of the Audit committee
• Implementation: Building an effective audit
committee
• Establishing Audit committee interactions
• Troubleshooting guide for board members
Outcomes:
• Understand the importance of the
audit committee’s role in corporate
governance
• Understand the organization and
composition of the Audit committee
• Appreciate and understand how
internal audit contributes to Corporate
Governance
• Understand the role Compliance and
External audit play in the Internal
control architecture
• Understand its relationship with internal
and external audit, risk management
and compliance
Corporate Governance Program Descriptors www.ifc.org/corporategovernance
Coffee Break 10:15 - 10:30 am
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International Finance Corporation (IFC) Advisory Services East Africa Corporate Governance Program
MODULE 8: COMMUNICATION, DISCLOSURE AND TRANSAPRENCY
10:30am – 12:00noon
Purpose: To explain the importance of communication, transparency and disclosure in delivering and
demonstrating sound Corporate Governance
Outline:
• Communication and Corporate governance – Where
does it fit?
• Disclosure and Transparency – Regulatory views
• Internal communication at listed companies –
Vehicles, Stakeholders and Roles and responsibilities
• External communication at listed companies –
Vehicles, Stakeholders and Roles and responsibilities
• Financial information communication
• Disclosure requirements at Indonesian capital
market
• Troubleshooting guide for board members
Outcomes:
Lunch Break 12:00 – 01:00 pm
• Understand the importance managing
internal and external communication
• Understand the internal and external
interactions of a company
• The need for experts to manage
dialogue with press, markets and
investors
• Understand the regulatory views on
disclosure and transparency
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MODULE 5: RISK GOVERNANCE AND CONTROL ENVIRONMENT FOR COMPANIES
01:00 – 02:30pm
Purpose:To explain the importance and role of management control environment in supporting Corporate
Governance
Outline:
• Introduction to risk governance and the 3 lines of
defense framework
• Risk governance in Indonesia
• Recipe for the development of a risk governance
framework at a company
• Role of the CRO
• Risk management related roles and responsibilities
• Introduction to Management control
• Key elements of management control – Internal audit,
External audit, Compliance, Internal controls
• Role of ‘Internal Controls’ at a company – Key
components of Internal controls
• Internal audit and Corporate governance
• Introduction to the Compliance function
• External audit
• Planning and monitoring function
Outcomes:
Coffee Break 02:30 – 02:45 pm
• Understand the key functionaries of a
company’s risk governance framework
• Understand the considerations in
developing the risk governance structure
• Understand the implementation steps
• Understand the key concepts involved in
the 3 lines of defense framework
• Understand the role of the CRO and the
reporting lines of the CRO
• Understand risk management related roles
and responsibilities
• Understand the key elements of
management control and their role in
Corporate governance
• Understand the components of internal
controls and its framework
• Understand the role Risk management
plays in Internal controls
Corporate Governance Program Descriptors www.ifc.org/corporategovernance
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International Finance Corporation (IFC) Advisory Services East Africa Corporate Governance Program
MODULE 7: MINORITY SHAREHOLDERS PROTECTION
02:45 – 04:00 pm
Purpose:To help directors understand the rights of shareholders, particularly minority shareholders
Outline:
• Introduction to shareholders’ rights and
responsibilities
• Mechanism of organizing General Meeting of
Shareholders
• Company information that needs to be shared to all
shareholders
• Shareholder practices and interaction
• Troubleshooting guide for board members
Outcomes:
An Overview of IFC CG Excellence Program in Rwanda
04:00 – 04:30 pm
Day-2 Evaluation; Closing Remarks
End of the Program
04:30 - 05:00 pm
• Understand how to setup proper
shareholder practices in a publicly-listed
company
• Understand the rights and responsibilities
of shareholders
• Understand best practices in organizing
General Meeting of Shareholders
• Understand the stakeholders’ interests
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Training Methodology
Instructors: IFC experts on corporate governance issues will deliver the course in an interactive manner to
allow and encourage peer discussions among the participants. Course materials will comprise of PowerPoint
presentations, background materials (e.g. articles and papers), case studies and global best practices.
Your Investment:
Your investment: Rwf. 200,000 for members and Rwf. 230,000 for Non-members (VAT inclusive). Fees are
payable to Bank of Kigali A/C No: 00040-0335616-29 or Ecobank A/C No: 110-04413101-72.
Save a 5 % early bird discount by paying by or before 13 th February 2019.
Certificates
Certificates of attendance will be awarded to all participants who attend and participate in all sessions of the
workshop. For members, Fourteen (14) CPD – Continuous Professional Development hours will be awarded as
per the IFAC requirements.
For further inquiries please contact:
Sunday.kalisa@icparwanda.com/ yahya.hassani@icparwanda.com
or call on +250 788 302 441 | +250 788 306 881.
Corporate Governance Program Descriptors www.ifc.org/corporategovernance
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For more information
www.icparwanda.com