Upon completion of this course, participants will be able to:

• Apply the principles of effective corporate governance, defining the roles of the Board vs. Executive Management.
• Design and oversee a robust **Enterprise Risk Management (ERM)** framework at the Board level.
• Establish the ethical tone at the top, ensuring integrity and transparency permeate organizational culture.
• Master the Board's role in overseeing digital risk, cybersecurity, and strategic technology investments.
• Ensure organizational compliance with key regulatory frameworks (e.g., SOX, GDPR) and reporting requirements.
• Evaluate and align Executive compensation and performance metrics with long-term shareholder value and risk tolerance.
• Lead effective, focused Board meetings, ensuring adequate time is spent on strategic and risk topics.
• Understand and drive the Board's responsibilities regarding **ESG** (Environmental, Social, Governance) oversight.

• Board Directors (Executive, Non-Executive, Independent)
• C-Suite Executives (CEO, CFO, COO) reporting to the Board
• Heads of Internal Audit, Risk Management, and Compliance
• General Counsel and Corporate Secretaries
• Senior Leaders in highly regulated industries (e.g., Financial Services, Healthcare)

• Group simulations practicing a 'Board Committee' meeting focused on approving a **GRC** policy or discussing a major risk event.
• Case studies analyzing major corporate governance failures (e.g., Enron, Wirecard) and Board responsibility.
• Workshops on setting **ERM** risk appetite statements and calculating key risk metrics.
• Individual exercises developing a critique of a public company's current governance practices (proxy statement review).
• Role-playing scenarios managing a major compliance breach communication to the Board.

Unit 1: Foundations of Corporate Governance

• Defining the fundamental principles of good governance (Fairness, Accountability, Responsibility, Transparency)
• Clarifying the division of labor: Board's oversight role vs. Management's execution role
• Best practices for Board composition, independence, diversity, and committee structure
• Understanding fiduciary duty and the legal responsibilities of Board Directors

Unit 2: Strategic Risk Management Oversight (ERM)

• Mastering the **Enterprise Risk Management (ERM)** framework and the Board's role in setting risk appetite
• Techniques for analyzing and managing strategic risks (e.g., geopolitical, market disruption, cyber)
• The Board's oversight responsibility for Internal Audit and its independence
• Integrating risk management into strategic planning and major capital expenditure decisions

Unit 3: Compliance and Ethical Integrity

• Establishing and monitoring a robust culture of compliance and ethical conduct (the 'Tone at the Top')
• Board oversight of key regulatory requirements (**SOX, GDPR, FCPA, etc.**) and reporting accuracy
• Whistleblower protection, crisis communication, and independent internal investigation protocols
• Strategies for managing conflicts of interest and ensuring transparency in related-party transactions

Unit 4: Strategic Oversight and Performance Alignment

• The Board's role in overseeing and aligning strategy, capital allocation, and risk
• Evaluating executive performance and structuring compensation to incentivize long-term value creation
• Succession planning for the CEO and key executive roles as a core Board responsibility
• Board oversight of **ESG** (Environmental, Social, Governance) factors and sustainability strategy

Unit 5: Effective Board Functioning and Dynamics

• Best practices for designing focused Board and Committee meeting agendas (prioritizing strategy and risk)
• Techniques for managing Board dynamics, groupthink, and ensuring constructive dissent is encouraged
• The process of Board self-evaluation and improving governance effectiveness annually
• Effective communication with shareholders, investors, and proxy advisory firms