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

• Design an optimal **Board and Committee structure** (e.g., Risk, Audit, Impact) tailored to the unique mandate of a Development or Specialized Financial Institution.
• Establish clear protocols for ensuring **mandate alignment** and preventing mission drift in lending and investment decisions.
• Implement rigorous procedures for identifying, mitigating, and managing **conflicts of interest** among Board members and senior management.
• Develop a comprehensive **Risk Governance Framework** that clearly defines the roles of the Board, management, and independent risk functions (Three Lines of Defense).
• Formulate a **succession planning and director appointment process** that ensures the Board possesses the necessary specialized skills (e.g., development, finance, risk).
• Design a **performance evaluation system** for the CEO and Board that incorporates both financial and developmental impact metrics.
• Understand and apply international best practices (e.g., OECD, Basel) for the governance of public and quasi-public financial institutions.
• Enhance **transparency and accountability** through robust reporting to shareholders, governments, and the public.

• Board Directors and Non-Executive Directors of DFIs and Specialized Financial Institutions.
• Corporate Secretaries and Governance Officers.
• Internal Auditors and Compliance Managers.
• Regulatory Policy Developers and Supervisory Authorities for DFIs.
• Senior Management (CEO, CFO, CRO) of DFIs.
• Government Representatives and Shareholder Delegates.

• Board Committee Role-Playing and Oversight Simulation Exercises
• Case Studies on Governance Failures and Mandate Drift in DFIs
• Group Activities on Designing a DFI Risk Appetite Statement (RAS)
• Expert Lectures on International Corporate Governance Codes (OECD, Basel)
• Workshops on Developing a Conflict of Interest Management Policy
• Individual Exercises on Mapping the Three Lines of Defense in a DFI Structure

Unit 1: The Dual Mandate and Governance Challenges

• Defining the DFI dual mandate: financial sustainability vs. developmental impact/public service.
• Common governance failures in specialized financial institutions (e.g., mission drift, political interference).
• The role of the State/Sovereign as the primary shareholder and the challenge of political influence.
• Review of international governance codes (e.g., Basel, OECD, King IV) and their applicability to DFIs.
• The importance of independence, expertise, and integrity in the Board composition.

Unit 2: Board Structure and Committee Effectiveness

• Designing the optimal size, composition, and skill matrix for the DFI Board.
• Establishing key Board Committees: Risk, Audit, Finance, Nominations, and the specialized **Development Impact Committee**.
• Defining the clear Terms of Reference (ToR) and delegated authority for each committee.
• Protocols for the effective running of Board meetings, agenda setting, and minute taking.
• Enhancing the independence and effectiveness of non-executive and independent directors.

Unit 3: Mandate Alignment and Performance Oversight

• Designing the **Strategic Planning Process** to formally link the DFI mandate to investment strategies.
• Protocols for the Board's oversight and challenge of management's mandate-driven decisions.
• Developing the **Risk Appetite Statement (RAS)** to explicitly address mandate risk and trade-offs.
• Implementing a comprehensive system for measuring, reporting, and verifying **developmental impact metrics** to the Board.
• Governance processes for reviewing and approving high-risk, high-impact development projects.

Unit 4: Risk Governance and the Three Lines of Defense

• Applying the **Three Lines of Defense** model (business, risk management, internal audit) in the DFI context.
• Defining the clear roles and reporting lines for the Chief Risk Officer (CRO) and Chief Audit Executive (CAE).
• Protocols for the Board Risk Committee's oversight of credit risk, market risk, and operational risk.
• Establishing a culture of risk awareness and ethical behavior from the top down.
• Managing the internal conflicts between business growth and risk control objectives.

Unit 5: Transparency, Accountability, and Ethics

• Developing a robust policy for identifying and managing actual and perceived **conflicts of interest**.
• Establishing whistleblower policies and protocols for ethical reporting and investigation.
• Enhancing transparency through external reporting on financial performance, risk profile, and developmental impact.
• Protocols for managing the relationship and reporting requirements to government and external stakeholders.
• Designing the Board self-assessment and effectiveness review process.