DIRECTOR CERTIFICATION - CERTIFIED DIRECTOR HANDBOOK - IODSA
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Director Certification Certified Director® Handbook Certified Director Handbook Reviewed January 2021 p.1
CONTENTS 1. Introduction ............................................................................................................... 6 2. Overview of The Institute of Directors In South Africa (IoDSA) ............................... 8 2.1 IoDSA Vision ............................................................................................................... 8 2.2 Our Strategic Focus ................................................................................................... 8 2.3 Membership of the IoDSA........................................................................................ 10 3. Overview of Certified Director designation ............................................................ 10 3.1 Purpose of The Certified Director designation....................................................... 10 3.2 Governance Structures .......................................................................................... 11 3.2.1 IoDSA Board ............................................................................................................. 11 3.2.2 IoDSA Certification Committee .............................................................................. 11 3.2.3 Administration of the Certified Director processes ............................................... 12 3.3 Code Of Conduct ..................................................................................................... 13 4 Certified Director Assessment Process ................................................................. 13 4.2 Duration ................................................................................................................... 15 4.3 Fees .......................................................................................................................... 15 4.4 Part 1: Training And MCQs....................................................................................... 16 4.4.1 How Do I Register for Part 1: Training And Mcqs? .................................... 17 4.4.2 Exemptions .............................................................................................................. 17 4.4.3 Letter of Completion ................................................................................. 18 5 Part 2: Assessment .................................................................................................. 18 5.1 Who Qualifies to write the Certified Director assessment? ........................ 19 5.2 How do I Register for Part 2: Assessment? ................................................... 19 5.3 Assessment Results ...................................................................................... 20 5.4 Rewriting of the Assessment ........................................................................ 20 5.5 Special Needs Requests ................................................................................ 20 5.6 Certification ................................................................................................... 21 5.7 Use of Certified Director Post-Nominal ....................................................... 21 Annexure A Certified Director Pathway Programmes .................................................... 25 Certified Director Handbook Reviewed January 2021 p.2
GLOSSARY OF TERMS Board of Directors The term “board of directors” has been replaced in King IVTM by the term “governing body” and these terms are used interchangeably in the handbook. The IoDSA Board is the highest authority within the IoDSA. Certification The IoDSA Certification Committee is a board committee that derives committee its mandate from the IoDSA Board and reports into the IoDSA Board. Board Committee The term “board committee” has been replaced in King IVTM by the term “governing body committee”. For the purpose of this handbook the term “board committee” has been used. It can, therefore, be assumed that any reference that is made to “board committee” also refers to a “governing body committee”, as defined by King IVTM. Institute of The Institute of Directors in South Africa NPC (IoDSA) is a professional Directors in South body recognised by the South African Qualifications Authority (SAQA) Africa and a non-profit company (NPC) that exists to promote corporate governance and to maintain and enhance the credibility of directorship as a profession (SAQA ID: 836). Director The IoDSA Director Competency Framework presents the professional Competency standard for directors in South Africa. 20 Competences and 5 Framework™ fundamental values are included in the framework. South African The South African Qualifications Authority (SAQA) is a juristic person Qualifications that recognises professional bodies and is mandated by the National Authority (SAQA) Qualifications Framework (NQF) Act. More information about the SAQA can be found at http://www.saqa.org.za/docs/webcontent/2014/about.htm. National Learner The NLRD, which has been in operation since November 1999, is the Record Database electronic management information system that facilitates the (NLRD) Certified Director Handbook Reviewed January 2021 p.3
management of the NQF and enables SAQA to report accurately on most aspects of the education and training system of South Africa. More information about the NLRD can be found at http://www.saqa.org.za/docs/webcontent/2012/nqf-nlrd.html. Director IoDSA defines a director as a person who is duly appointed to and is a voting member of, a governing body, either in an executive or non- executive capacity. Organisation of An organisation of substance is defined by the IoDSA as an organisation substance that: has founding documents and governing body/committee charters which details how the governing body and committees operate; publishes an annual report or an annual integrated report; undergoes an annual financial audit; has an established governing body that meets at least 4 times a year; has at least 2 of the following governing body committees that meet at least 2 times a year, or committees that fulfil similar roles: o Audit and risk (combined or separate) o Human resource or Remuneration committee o Nominations committee o Social and ethics committee has a majority non-executive directors on the governing body; has appointed a company secretary or governance professional advising the board; has shareholders or members (if applicable) holds an annual general meeting or annual shareholder/stakeholder meeting (if applicable). Where the company is a subsidiary of a bigger company, the subsidiary company needs to meet the criteria. Certified Director Handbook Reviewed January 2021 p.4
COPYRIGHT, TRADEMARKS AND REGISTRATIONS CD(SA)® or Chartered Director (SA)® Chartered Director (SA)® and CD(SA)® are trademarks owned by the Institute of Directors in South Africa (IoDSA). All rights reserved. Director Competency Framework™ The framework is trademarked by the IoDSA and cannot be used outside of this context without prior written permission. Certified Director® or Certified Certified Director® and Cert.Dir® are trademarks Director ® owned by the IoDSA. All rights reserved. King IVTM King IVTM Report on Corporate Governance for South Africa 2016. IoDSA owns all copyright and titles in King IV in its entirety, inclusive of all parts, sections, chapters and supplements that make up the King IVTM report Certified Director Handbook Reviewed January 2021 p.5
1. INTRODUCTION The Certified Director Handbook is aimed at providing a comprehensive guide and overview of all the processes relating to the Certified Director designation. The Handbook is reviewed annually and updated if necessary. It is the reader’s responsibility to ensure that the latest version of the handbook is consulted. The Certification policyi communicates the rules and governing principles on which the activities related to the IoDSA certification processes are based and explains the certification requirements that must be met to be awarded, and to retain, a professional designation offered by the IoDSA. In addition to this Certification Policy, prospective and current certificants are required to adequately familiarise themselves with the content and provisions of the following: Membership regulations Code of Professional Conduct Disciplinary Regulations Continuous Professional Development (CPD) policy Director Competency FrameworkTM Examination policy Appeal policy The IoDSA reserves the right to seek any information it requires during, but not limited to, the assessment process on a candidate’s current and former roles, education background and other aspects of their application or portfolio as it sees fit. This includes inter alia regular reputational scans. The IoDSA may, at its discretion, refuse to accept any application which may place the IoDSA or the profession at risk or withdraw the designation from any designee who breaches the Code of Professional Conduct and/or the undertakings given to the IoDSA as member. Policies can be found on the designations page of the IoDSA website. Certified Director Handbook Reviewed January 2021 p.6
The content of the Handbook is presented in relation to the Certified Director processes and includes: Overview of the IoDSA – as a Certified Director you need to be a member of the IoDSA. Understanding the role of the organisation and how the different structures relate to the Certified Director processes is, therefore, key to understanding why membership is so important. Overview of the Certified Director – the benefits and purpose of the professional designation, as well as how it is governed in terms of the structures, the Code of Conduct, the assessment process and the maintenance of the status provide the individual with a broader understanding of how to participate, as well as how to comply with the CPD requirements. Certified Director assessment process – this speaks to the training (Part 1) and assessment (Part 2) that need to be passed in order to gain the designation. Guidance and support are given in the form of guidelines – some of which can be found on the IoDSA website. This section also makes reference to the appeals process related to each of the assessment activities. Maintaining the Certified Director designation – this details the criteria used to monitor the ongoing maintenance of the Cert.Dir and includes continuing professional development (CPD). Disciplinary process – Certified Director’s – whether a candidate or designee – need to familiarise themselves with the consequences of non-compliance. Revocation – this section provides detail on the reasons why a Certified Director designation could be revoked. The handbook should be used by both aspiring Certified Directors as well as qualified individuals; and can be found on the designations page of the IoDSA website at. Certified Director Handbook Reviewed January 2021 p.7
2. OVERVIEW OF THE INSTITUTE OF DIRECTORS IN SOUTH AFRICA (IoDSA) The Institute of Directors in South Africa NPC (IoDSA) is a professional body recognised by the South African Qualifications Authority (SAQA) and a non-profit company (NPC) that exists to promote corporate governance and to maintain and enhance the credibility of directorship as a profession (SAQA ID: 836). 2.1 IoDSA Vision The IoDSA strives to contribute value and have a positive impact on our stakeholders. Our vision is that directors and others charged with governance duties in all sectors are empowered to discharge these duties effectively. For us our slogan “Better Directors. Better Boards. Better Business.” is something that truly inspires all that we do and we believe that this will eventually lead to a better South Africa for all its citizens. 2.2 Our Strategic Focus The IoDSA’s objectives as stated in the Memorandum of Incorporation are: promote good corporate governance in southern Africa by empowering those who are charged with governance duties to effectively and legally discharge those duties; safeguard the integrity and status of directorship as a profession by serving as the professional body for directors and through offering a professional designation which serves to assess and credit mastery as a director; take a continuing and effective interest in legislative developments as this relates to governance and directors’ duties in order as far as possible to ensure that the Constitution of South Africa, 1996 is upheld and that a climate conducive to economic growth is maintained; uphold and maintain the concept of the corporate entity as a responsible corporate citizen and its role in a free enterprise economy; provide an effective voice for directors in public affairs; maintain and strengthen the bonds and reciprocity between the IoDSA and professional organisations with similar objectives within southern Africa and in other parts of the world; Certified Director Handbook Reviewed January 2021 p.8
undertake, provide and support or assist in research, thought leadership, guidance, advice, opportunities for peer interaction, education and training which may assist in the attainment or advancement of any of the objects of the IoDSA as set out above; and do all such things as the Board determines would be in the furtherance of the objects set out above. Our strategic focus is aligned to these strategic objectives and presented in the figure below. Figure 1: IoDSA Strategic Focus Certified Director Handbook Reviewed January 2021 p.9
2.3 Membership of the IoDSA Before applying for the Certified Director assessment, the candidate needs to have a valid, paid- up membership of the IoDSA, More information about the member application process can be accessed on the website at https://www.iodsa.co.za/page/why-join . 3. OVERVIEW OF CERTIFIED DIRECTOR DESIGNATION The designation is awarded to individuals who have successfully completed the Certified Director learning pathway. Part 1 consists of training and the online multiple-choice questions (MCQs) linked to each of the training programmes, whereas Part 2: Assessment is the final integrated examination. The entire programme is aligned with the knowledge components of the IoDSA’s Director Competency Framework™. 3.1 Purpose of the Certified Director Designation Anyone can be appointed as a director of a company. The Certified Director Designation is aimed at signalling to the market place that individuals who attain this designation have the knowledge to serve as a director. However, it does not indicate that the individual is an experienced director because the candidate’s experience is not evaluated as part of the Certified Director assessment process The main benefits of attaining the designation can be divided into the 5 C’s: Commitment – by volunteering to participate in the assessments required to attain the designation, individuals are signalling their commitment to the professionalization of directorship in South Africa; Compliance – individuals attaining the Certified Director (Certified Director) also signal their compliance with the requirements of the King IV Report on Corporate Governance™ in South Africa, 2016; Competence – the successful completion of the MCQs, as well as the examination, demonstrate an in-depth understanding of the knowledge underpinning a director’s roles and responsibilities and corporate governance in general; Code – all individuals who attain the designation are required to sign annually adherence to the Code of Conduct and can be disciplined in terms of this code; and, Certified Director Handbook Reviewed January 2021 p.10
Continuing Professional Development (CPD) – to retain the designation, commitment to meeting the annual CPD requirement forms part of the maintenance requirements. 3.2 Governance Structures There are a few structures involved in the oversight and management of all the process related to the designations. Figure 2: IoDSA Governance structures for designation purposes 3.2.1 IoDSA Board The IoDSA Board constitutes and approves the mandate for the IoDSA Certification committee. This includes the approval of the qualifying criteria. For more information on IoDSA board members, visit www.iodsa.co.za. 3.2.2 IoDSA Certification Committee This committee was constituted in 2018. The responsibility of this committee is to provide oversight of all policies, processes and activities relating to the two professional designations offered by the IoDSA, namely the Chartered Director (SA) and the Certified Director designations. Certified Director Handbook Reviewed January 2021 p.11
The IoDSA Certification Committee is charged with the oversight role in relation to the awarding, revoking and maintenance of the professional designations. 3.2.3 Administration of the Certified Director processes Two departments are involved in the administration of the programme: Part 1 – Individual Director Development manages the delivery of the training and MCQs. Part 2 - Director Certification manages the delivery of the Cert. Dir. Assessment, as well as the monitoring of continuing professional development (CPD). The organogram below presents the different people that are involved in each department. Parmi Natesan CEO Sherma Malan Executive: Certification and member services Londeka Thabethe Fanny Grobler Senior Manager: Manager: Individual Certification Director Development Lulama Gobo Administrator: Certification Figure 3. Organogram Certified Director Handbook Reviewed January 2021 p.12
3.3 Code of Conduct As from 1 May 2019, all members of the IoDSA, regardless of membership type or designation, are bound to the IoDSA Code of Professional Conduct. 4 CERTIFIED DIRECTOR ASSESSMENT PROCESS The process of qualifying as a Certified Director is divided into 2 parts: Part 1: Online Training and MCQs (Multiple Choice Questions) Part 2: Assessment Once the designation has been gained, the candidate is required to maintain their status through continuing professional development (CPD) and other requirements. These requirements are detailed in section 6 of this Handbook. Certified Director Handbook Reviewed January 2021 p.13
Figure 4: How to become a Certified Director Certified Director Handbook Reviewed January 2021 p.14
4.2 Duration The duration to complete Part 1 is dependent on the candidate’s availability to attend all the required online training programmes and complete the MCQ’s. Part 1 Training is available throughout the year on the Director Development Calendar, however, these programmes tend to fill up fast which may mean that the candidate has to register for a later training programme. There are four Part 2 Assessment dates scheduled per year. Part 1 must be completed before a candidate can proceed to Part 2. 4.3 Fees The full costing for the Certified Director process, including both Part 1 and Part 2, is summarized in the table below, please note these fees exclude VAT and are applicable for 2021 only and are subject to change. Online Non Fellow Member (Excl. booking Fees Member (Excl. Member (Excl. VAT) link VAT) VAT) Being a Director Click here In- R 16 216.10 R 20 270.13 R 13 514.09 Package Deal Part 1- to Book person 4 now Digital R 12 608.70 R 16 695.65 R 9 913.04 Click here In- R 3 861.05 R 4 826.31 R 3 217.70 Being a Director Part to Book person 5* now Digital R 3 127.45 R 3 909.31 R 2 606.34 Click here In- R 2 703.89 R 3 379.86 R 2 253.36 Governance of to Book person Ethics* now Digital R 2 086.96 R 2 782.61 R 1 652.17 Financial insights for Click here In- R 4 504.47 R 5 630.59 R 3 753.91 non-financial to Book person directors* now Digital R 3 521.74 R 4 652.17 R 2 782.61 Note: The full journey to Cert.Dir cost indicated above cannot be purchased as a full package. The above is just an indication of the full cost for all of the programmes and MCQ’s together. All programmes need to be purchased individually via our website https://www.iodsa.co.za/page/training-individuals. Certified Director Handbook Reviewed January 2021 p.15
* Should you qualify for an exemption for Being a Director Part 5, Financial insights for non- financial Directors or The Governance of Ethics module then the cost of Part 1will reduce accordingly. 4.4 Part 1: Training and MCQs The IoDSA’s Director Development department offers the training programmes and multiple- choice questions (MCQs) that are required to qualify to write the Certified Director (Cert.Dir.) assessment. The training that needs to be completed includes: Being a Director Part 1 – 4 (4 days of training); Being a Director Part 5 – Boardroom theory into practice (1 day of training); Financial insights for non-financial directors (1 day); and, Governance of Ethics (1/2 day). For more information on focus areas for each of these programmes, refer to Annexure G. Once the training is complete, individuals are then required to complete the multiple-choice questions (MCQs) for the following training programmes: Being a Director Part 1 – 4; Finance for non-financial directors; and, Governance of Ethics. Please note: Training programmes attended remains valid for 36 months. If a candidate wants to pursue the Certified Director designation, they must write the Certified Director assessment (exam) within this specified time period. The IoDSA will verify that the individual attended the programme. Individuals cannot write the MCQs without having attended the training. Certified Director Handbook Reviewed January 2021 p.16
Registration for all Director Development programmes is completed online. Invoices are raised during the online registration process. The MCQs are completed online. Once payment is made, a password and login details are provided and login can be effected through the internet from any location. A pass mark of 70% is required for each set of MCQs and candidates get two opportunities to pass the test. There is no limit to how many times an individual can rewrite the MCQs, but an additional fee is payable for attempts 3 and onwards. Candidates who do not pass on the second attempt, need to apply and pay for another MCQ login. The MCQ results are immediate and automated by the online MCQ portal. The results received are final and no discussion or correspondence will be entered into regarding the results. The individual completing the online MCQ's is not permitted to sharing questions with other delegates. By accepting the terms of use, you confirm that you will complete the online MCQ's as an individual and not with the help of any other person. 4.4.1 How do I register for Part 1: Training and MCQs? Registration for training is completed online, as for any of the training offered by Director Development. Similarly, registration for the MCQs is also completed online. Invoices are raised during the online registration process. 4.4.2 Exemptions Individuals can apply for exemption from “Being a Director Part 5”, “Financial insights for non- financial directors” and “Governance of ethics” training and MCQ modules should they meet the following criteria: Financial insights for non-financial directors – individuals that work in a senior financial role or have completed a qualification at NQF 6 or higher that includes a finance module, are able to apply for exemption from this training and MCQ’s. Please visit the website to access the application form. Certified Director Handbook Reviewed January 2021 p.17
Governance of Ethics – individuals that have completed the Ethics Officer Certification Programme (EOCP) through The Ethics Institute of South Africa can apply for exemption from this training and MCQ’s. Please visit the website to access the application form. Being a Director Part 5 – individuals who are able to prove that they have served on a board of an organisation of substance for 12 months or more, can apply for an exemption. Please visit the website to access the application form. Individuals who are granted exemption from the “Financial insights for non-financial directors” or “Governance of Ethics” need not write the MCQ for this programme, but must be aware that the exam will contain questions on these programmes. Learning material will not be provided to the exempted candidate. 4.4.3 Letter of Completion Once Part 1: Training and MCQs are complete, the candidate needs to apply for a Letter of Completion from Director Development. If you are uncertain whether you have met all the Part 1 requirements, a checklist has been developed for you to check your progress in Part 1: Training and MCQ’s (Multiple Choice Questions). See Annexure F for the Checklist. Address your request, via the online form under Certifications - Application for letter of completion on the IoDSA website 5 Part 2: Assessment Once Director Development has issued the Letter of Completion, the individual is able to apply for the Certified Director (Cert.Dir.) exam, also referred to as Part 2: Assessment. (Refer to Annexure L – Exam policy) This takes the form of a 3 hour closed book exam that is written at the IoDSA offices in Sandton on set dates. Exams can also be hosted in Cape Town if a minimum of 5 delegates is registered for the exam. IoDSA reserves the right to cancel an exam if there are not enough candidates registered to host the exam cost-effectively. Candidates will be notified 5 working days before Certified Director Handbook Reviewed January 2021 p.18
the exam if the particular exam is cancelled, whereupon the candidate may decide to travel to Johannesburg at their own cost to write the exam, or to defer the exam to the next date. Exam dates are made available on the IoDSA website under the relevant Certified Director page. All registrations need to be completed online and registrations close 5 working days prior to the exam date. No late registrations will be considered. 5.1 Who qualifies to write the Certified Director Assessment? Individuals who have successfully completed Part 1: Training with Director Development and have received their Letter of Completion, are legible to apply for the Certified Director assessment. An individual must be an ordinary member of the IoDSA before they can apply for the Certified Director Assessment. Future Leader members do not qualify for designations. 5.2 How do I register for Part 2: Assessment? Complete the online Certified Director registration, attaching the Director Development Letter of Completion, a certified copy of your ID, Candidate Code of conduct declaration. The individual applies for a specific assessment date online. If for some reason, the individual is not able to write on this date, then she/he needs to notify Director Certification in writing at least 7 working days before the assessment. Terms and conditions (as set out in the registration form) apply. Please note: The assessment can be hand-written or typed and the candidate must indicate his/her preference at registration. Candidates typing the assessment need to supply their own computers and computer cable. A pass mark of 50% is required to pass the assessment. The outcome of the exam is either pass (50% or more), fail (less than 50%), or distinction (75% or more). Candidates are not issued with a specific mark. Marked scripts and exam papers are not shown to the candidates Certified Director Handbook Reviewed January 2021 p.19
Candidates are able to request a re-mark or appeal to the outcome of the assessment. 5.3 Assessment Results Once the examination is assessed, the results are approved by the IoDSA Executive before being released. A pass result does not automatically result in the candidate being certified. The Certification Committee will be presented with the successful candidates for certification consideration. Results are sent to the individual candidates via email by Director Certification. 5.4 Rewriting of the Assessment A candidate that does not pass the assessment is able to rewrite the assessment once in a 2- year cycle at no additional cost. However, should a candidate wish to rewrite the assessment a third time, then this will be at an additional cost. A candidate that has failed 3 assessments within a 2-year cycle must attend Part 1: Training and MCQ’s again before being able to register for the exam again. 5.5 Special needs requests You are able to apply for assistance during the assessment, but only for medical reasons. Typical requests include: An oral exam when the candidate is not able to write/type the exam A transcriber when the candidate is not able to write/type the exam. The transcriber will be appointed by the IoDSA and the expense will be for the account of the candidate. Longer time allocation where the candidate is diagnosed with a relevant learning disability. The application for assistance must be submitted at least 2 weeks before the assessment. However, approval is at the discretion of the IoDSA Certification Manager. Requests should be directed in writing to Director Certification at certification@iodsa.co.za and accompanied by a signed letter from a registered medical practitioner verifying your condition and outlining the type of support required during the assessment. Support may not be requested on the day of the Assessment and is not a substitute for inadequate preparation. Certified Director Handbook Reviewed January 2021 p.20
5.6 Certification The candidate that has successfully completed both parts of the Certified Director process will be recommended for certification to the Certification Committee. Once the candidate has attained the Certified Director designation, she/he: has their name listed on the Certified Director National Register on the IoDSA website; is issued with a Certified Director pin, is able to insert the PrivySeal into their email signature and on their websites; is able to use the post-nominal on their business cards and in their email signature and other correspondence; and needs to maintain their status as Certified Director by complying with the CPD requirements. 5.7 Use of Certified Director post-nominal The certificate confers the candidate the right to append the letters “Certified Director®” or “Cert.Dir®” after his or her name subject to the maintenance of the Certified Director status requirements. It is important that the letters and trademark be used correctly. It is, however, important to note that should the Certified Director status be revoked, you are no longer licenced to use it and it must be removed from all documents and business collateral with immediate effect. Business Cards The post-nominal is used after the name on the business card. If you have more than one post- nominal, it is displayed next to each other, separated by a comma. Figure 4: Example of how to use the post-nominal on a business card Certified Director Handbook Reviewed January 2021 p.21
Email Signature The post-nominal is used directly after the name on the email signature: Figure 5: Example of how to use the post-nominal in an email signature PrivySeal The IoDSA encourages all Certified Director’s to register with PrivySeal and use their PrivySeal in all their email and online profiles as it increases clients’ awareness around the professional designations the member holds and to provide real-time confirmation of a member’s standing with the Institute By using your PrivySeal in your communications, you make your key designations and ongoing compliance highly visible. The PrivySeal also removes any possible doubt as to your professional competence and assures those who deal with you that you can be trusted. PrivySeals and linked Verification Certificates: are always genuine, current and accessible, unlike paper-based certifications; provide constantly updated information; allow you to showcase your expertise and compliance; and protect the public by distinguishing between real and bogus Certified Directors and compliant and non-compliant Certified Directors. Certified Director Handbook Reviewed January 2021 p.22
How do I upload proof of my CPD activities on my IoDSA member record? In order to upload proof of your CPD activities, you will need to log onto your profile on the IoDSA website. Now click on “Manage Profile”. You will land on the following page: Scroll down to “Content & Features”. You will see the heading “Professional Development”. Click on to start recording your CPD activity Certified Director Handbook Reviewed January 2021 p.23
ANNEXURES Certified Director Handbook Reviewed January 2021 p.24
25 Annexure A Certified Director pathway programmes Part 1: Training and MCQs - Outline of the Director Development programmes Programme Overview Key Focus Area Duration Being a Director Part This one day programme is aimed Overview and evolution of corporate governance One full day 1: An introduction to at equipping aspiring and new Corporate Governance and Ethics (08h30- Corporate governing body members with an The business case for corporate governance 16h00) Governance overview of the principles and Governance models concepts underpinning corporate Governance frameworks governance. Governing body members and their duties Other key governance role players Being a Director Part This one day programme is aimed Ethics One full day 2: The governing at equipping aspiring and new Leadership, ethics and corporate citizenship (08h30- body’s role in ethics, governing body members with an Stakeholder inclusivity 16h00) strategy & understanding of their role in performance and Ethics, Strategy & Performance Strategy and Performance integrated reporting and Integrated Reporting. Considerations, drivers and process Link to sustainable development Certified Director Handbook Reviewed January 2021 p.25
26 Programme Overview Key Focus Area Duration Business case for sustainability Engagement on and implementation of strategy Integrated Reporting Link to sustainability reporting and GRI reporting Benefits of Content elements Capitals and value creation Being a Director Part This one day programme is aimed Risk One full day 3: at equipping aspiring and new Understanding the board’s role in Risk (08h30- The governing body’s governing body members with an Risk appetite and tolerance 16h00) role in risk, understanding of their role in Risk, Risk role players compliance, Compliance, Technology & Evolution of risk technology & Information and Assurance. Risk management process information and assurance Compliance Understanding the board’s role in Compliance Certified Director Handbook Reviewed January 2021 p.26
27 Programme Overview Key Focus Area Duration Technology & information Understanding the board’s role in Technology & Information Assurance Understanding the board’s role in Assurance Being a Director Part This one day programme is aimed Governing body effectiveness One full day 4: at equipping aspiring and new Composition of governing bodies (08h30- Increasing governing governing body members with the Remuneration of members of governing bodies 16h00) body effectiveness knowledge of how effective Meeting procedures and adding value governing bodies should operate. Committees of the governing body Evaluation of the governing body Delegation to management Certified Director Handbook Reviewed January 2021 p.27
28 Programme Overview Key Focus Area Duration Being a Director Part This one-day board simulation is Key issues that directors need to identify in board One full day 5: aimed at equipping prospective meetings (08h30- Boardroom theory and newly appointed directors for Verbal and non-verbal communication in board 13h30) into practice board meetings and challenges meetings that may be faced within the Ethical behaviour boardroom. The simulation will Financial skills demonstrate the application of Findings and reflection on running effective learnings from Being a Director board meetings Part 1-4. Application of basic governance practices Governance of Ethics* This half-day programme is aimed The role of leadership in governing ethics Half-day (in collaboration with at equipping aspiring and new performance (08h30- The Ethics Institute) directors with the knowledge on Ethics governance structures 12h00) the Aspects of effective ethics management importance of good governance. A Ethics risk assessment company’s ethics strategy will be Ethics strategy explored, there will also be a focus Codes and policies on implementing ethical standards. Internal and external ethics reporting Being ethical "when nobody is looking” Certified Director Handbook Reviewed January 2021 p.28
29 Programme Overview Key Focus Area Duration Financial insights for This session is designed to assist Our responsibility as a director with regard to the One full day non-financial directors that do not have a financial statements (08h30- directors* financial background to a well- The conceptual framework - 16h00) grounded understanding of the * Objectives financial concepts that underpin * Assumptions the preparation and presentation * Characteristics of financial statements. The * Elements of financial statements session specifically focuses on Understanding the various components of analysing and interpreting the financial statements, namely the income financial information presented to statement, balance sheet, cash flow statement directors, and the financial accounting policy and other notes statements in particular, in order The requirements of certain accounting to assess the company’s financial standards that directors should be aware of position, performance and cash Ratio analysis - who is to relate the various flow. components of the financial statements with each other This session is not designed for Interpretation of financial ratios through a case delegates with in-depth financial study qualifications or experience. Certified Director Handbook Reviewed January 2021 p.29
30 Programme Overview Key Focus Area Duration Online Multiple Choice Online MCQ’s for the following More details: Estimated at 1 Questions (MCQ’s) modules will be available for The MCQ’s are completed online, once the module hour per completion: has been paid for the delegate will receive their login module Module 1: Being a Director details to complete the MCQ’s via the online portal. Part 1 MCQ’s can be accessed through the internet from Module 2: Being a Director any location. Part 2 Module 3: Being a Director A pass rate of 70% is required in order to obtain Part 3 your certificate of completion for each module. Module 4: Being a Director Part 4 Module 5: Governance of Ethics* Module 6: Financial insights for non-financial directors* These modules will assess your knowledge gained through the face to face programmes attended. Certified Director Handbook Reviewed January 2021 p.30
31 Certified Director Handbook Reviewed January 2021 p.31
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