Module 1: Definition of Corporate Governance

1. Definition of Corporate Governance
Upon completion of this session the candidate will learn the following:

• Understand the concept of CG
• What are the general pillars of CG as per leading practices
• What is the legal source of implementing CG
• Understand the global CG disputes and their alternative solutions

2. Global Trends in CG
Upon completion of this session the candidate will learn the following:

• What are the global standards and rules of CG in shareholding companies, SME and Family Business
• How to refer and utilize the global reference of CG
• How to customize leading practices of CG to your entities considering the changes in regulatory environments

3. Regulatory Framework of Corporate Governance
Upon completion of this session the candidate will learn the following:

• What are the key CG regulations in the USA , European Union and emerging Asian countries (Through comparisons)
• What are the key regulations of CG in MENA region. (Through comparisons)
• What are the major CG rules over governmental entities

Module 2: Governance over Board of Directors

1. Board Structure
Upon completion of this session the candidate will learn the following:

• What are the types of Board structures
• How to design your company CG framework
• What is the role of executive members
• How to establish a well-structured Board and Board committees

2. Board Committees
Upon completion of this session the candidate will learn the following:

• What are the key Board committees and what are the key mandates
• How to develop well-structured charters for such committees
• How to manage and avoid the overlap between Board of Directors Committees and Management Committees
• What are the key reports to be compiled for each committee and how to compile such reports
• How to manage the level of details to be presented to the Board and how to balance this with management reports

3. Board Competencies and Skills
Upon completion of this session the candidate will learn the following:

• What are the key competencies and skills for a Board member considering different types of industries
• How to develop Board and Board members assessment criteria
• What are the tools and techniques to be used to manage the Board assessment process
• How to prepare Board assessment report and how to communicate it and present it

Module 3: Risk Governance

1. Enterprise Risk Management Framework
Upon completion of this session the candidate will learn the following:

• How to build an effective risk management framework
• How to develop the risk profile and your entity risk mitigation plans
• Tools and techniques to assess the risk and controls
• What is risk strategy and how it is linked to business strategy
• What is risk appetite and how to develop it for your entity

2. Risk Reporting
Upon completion of this session the candidate will learn the following:

• What are the key risk reports, how to develop such reports, and who are the key stakeholders
• How to read risk reports and link them with business performances
• What are the important key risk indicators (KRIs) and how to quantify and measure them

Module 4: Remuneration Governance Module

1. Remuneration Framework
Upon completion of this session the candidate will learn the following:

• What are the key components of remuneration framework
• How to build an adequate remuneration policy
• Understand the leading practices in remuneration framework

2. Risk Based Remuneration
Upon completion of this session the candidate will learn the following:

• How to link remuneration framework to risk appetite and business strategy
• How to determine the remuneration pool
• How to define remuneration limits for Senior Management
• How to balance between short term and long term remuneration
• What is the balance between fixed and variable remuneration
• What is the concept of Claw-back and how to implement it
• How to determine the remuneration for control functions
• Understand the concept of material risk takers and determine the basis of their remunerations
• How to design an effective remuneration framework of Board members
• How to develop measurable thresholds to identify and capture related parties transactions
• How to determine the remuneration for Executive Board Members

Module 5: Disclosure & Transparency

1. Disclosure Framework
Upon completion of this session the candidate will learn the following:

• How to build your disclosure policy
• What are the key disclosures on the entity level and individual levels
• How to structure the disclosure dashboard and disclosure monitoring program
• How to manage non-disclosure risks
• What are the roles and responsibilities of key stakeholders in the disclosure process
• How to establish centralized disclosure function and what is the mandate of such a unit
• Get an awareness of the latest technology to be used in managing the disclosure process

2. Related Parties Transactions and Conflict of Interest
Upon completion of this session the candidate will learn the following:

• What is the concept of related parties transactions
• What are the cases that could lead to conflict of interest
• How to build an effective policy to manage the related parties transactions and manage conflict of interest cases
• How to build disclosure forms and monitoring working papers for related parties transactions and conflict of interest

3. Governance and Remuneration Disclosures
Upon completion of this session the candidate will learn the following:

• How to build the annual CG report
• What are the level of information to be disclosed in the annual governance report
• How to disclose remuneration information as part of CG report
• How to build Governance disclosure through company's website

Module 6: Managing Stakeholders Matters

1. Protection of Stakeholder
Upon completion of this session the candidate will learn the following:

• How to protect stakeholders through practical tools and methods
• How to compile stakeholders protection reports as part of CG implementation

2. Effective role of Investor Relations
Upon completion of this session the candidate will learn the following:

• Leading practices of investor relations
• How to communicate with investors and regulators effectively
• How to build an effective policy to manage the related parties transactions and potential conflict of interest cases
• How to manage the relation with custodians and clearing houses
• Understanding controls of maintaining share register

3. Basis of Corporate Social Responsibilities (CSR)
Upon completion of this session the candidate will learn the following:

• What is CSR
• How CSR fits in the CG framework
• Types of CSR reports
• Basics of sustainability

Module 7: Implement Corporate Governance Framework

1. Designing Corporate Governance Framework
Upon completion of this session the candidate will learn the following:

• What are the building blocks of CG framework
• How to design your company framework
• How to do diagnostic review to assess the effectiveness of your CG framework
• What are the benchmark tools to do the diagnostic reviews
• What are the key alternatives of CG framework and how to select the best for your company
• How to develop a well-structured CG code

2. Relation between Senior Management and Board of Directors
Upon completion of this session the candidate will learn the following:

• What is the role of senior management in implementing the CG
• How to define the mandates and relations between Board and Senior Management in effective CG framework
• How to build effective reporting lines and adequate authority matrix

3. Role of Control Functions in the CG framework
Upon completion of this session the candidate will learn the following:

• What is the role of control functions in implementing CG framework (Control functions are : Internal Audit, External Audit, Risk Management, Compliance and AML)
• How the control functions fit into the CG framework to avoid any overlapping between them
• How to develop effective and adequate policies for such functions

4. Whistle Blowing Approach
Upon completion of this session the candidate will learn the following:

• How to develop an effective Whistle Blowing framework
• What is the role of Board and Senior Management in implementing the Whistle Blowing policy independently
• What are the tools and technologies that can be used in managing the Whistle Blowing process

5. Implementing the CG Office
Upon completion of this session the candidate will learn the following:

• How to structure a Corporate Governance Office
• What is the mandate of this office
• Determine the role of Disclosure Unit, Investors Relations and CG quality control
• Identify the reporting pack of the CGO
• What are the key performance indicators of the CGO
• Define the reporting lines of the CGO and its relations with other business functions
• How to develop the dashboard and monitoring tools of CGO
• How to build CGO policies and procedures
• How to manage the relation with regulators
• How to manage regulatory inspections and investigations

6. Board Secretariat
Upon completion of this session the candidate will learn the following:

• How could the Board Secretary play a strategic role in implementing the CG framework
• What are the tools and methods to be used to support the Board in implementing the CG framework
• How to write effective minutes of Board meetings
• What are the other roles of Board secretary in light of effective CG framework

CCGO Review Textbook

CCGO text book includes seven modules covering the key corporate governance implementation subjects. Each module includes definition of corporate governance terminologies and provides the reader with the technical explanations and techniques.

Group of case studies are outlined in the last section of the book in a Case Studies Appendix.