IFC Nominee Directors Training and 11
th
Annual Network Meeting
Washington, DC
I
IFC Auditorium
I
November 24-25, 2014
Moderated by: Professor Ulrich Steger
DAY 1
Time Session Title
8:00 – 8:30 Registration / Light Breakfast (IFC Lobby and Auditorium Foyer)
8:30 – 9:00 Welcome words and introductions
9:00 – 9:15 Session 1: Introducing Corporate Governance – Tab 1 Defining corporate governance
The value proposition of corporate governance
Shaping factors of corporate governance
Corporate governance systems
9:15 – 10:45 Session 2: The Role and Functioning of the Board – Tab 2 Board and strategy
Sustainability agenda
Relations with management
Board composition
Board committees
Board processes
Board evaluation
Case 1: Banco Navarra I – Board Conflict Over Strategy 10:45 – 11:00 Coffee Break
(IFC Auditorium Foyer)
11:00 – 12:00 Panel Discussion:
IFC Senior Management’s Perspectives on Nominee Directorships
Panel members – global industry directors – Alzbeta Klein, Marcos Brujis, Bernard Sheahan, Atul Mehta
Moderated by Morgan Landy
12:00 – 13:00 Session 3: The Role of the Director – Tab 3 Director duties and responsibilities
Director leadership skills
Case 2: Banco Navarra II – What is My Role on the Board? 13:00 – 14:00 Lunch
IFC Nominee Directors Training and 11
th
Annual Network Meeting
Washington, DC
I
IFC Auditorium
I
November 24-25, 2014
Moderated by: Professor Ulrich Steger
14:00 – 15:15 Session 4: The Board’s Role and Responsibilities over the Control Environment – Tab 4 Review of the key responsibilities of the Board - the direct links to the IC System & IA
function
Analyze the internal control system’s definition, objectives and elements
Distinguish IC System from the IA Function
Analyze the internal audit function’s definition, organization and structure
Overview of External Audit and Compliance
Audit Committee role, responsibilities and detailed duties
Case 3: Banco Navarra III – What is the Role of the Audit Committee? 15:15 –16:00 Session 5: The Governance of Risk Management – Tab 5
Risk Culture and Risk Appetite
Overview of the governance of risk management
Board-level risk management committee
Conclusion / Lessons 16:00 – 16:15 Coffee Break
(IFC Auditorium Foyer)
16:15 – 17:15 Session 6: Recognizing conflicts of interest – Tab 6 Structural conflicts of interest for IFC staff
Supervision conflict
Competition conflict
Debt and equity conflict
Other partners conflict (AMC, joint directorship right, B lenders)
IFC Advisory and consulting for clients
17:15 – 18:00 Session 7: The Board’s Role in Shareholders Rights – Tab 7 Shareholder rights overview
Conflicts of interest and related party transactions
Role Play: Banco Navarra IV – Creating a “Big Bang” or a “Big Bust”? 18:00 – 20:00 Cocktail Reception
IFC Nominee Directors Training and 11
th
Annual Network Meeting
Washington, DC
I
IFC Auditorium
I
November 24-25, 2014
Moderated by: Professor Ulrich Steger
DAY 2
Time Session Title
8:00 – 9:00 Light Breakfast (IFC Auditorium Foyer)
9:00 – 10:00 Panel Discussion 1:
Relations between IFC Portfolio Function and Nominee Directors
Panel members – Portfolio Manager Moderated by Frank Taverner 10:00 – 10:15 Coffee Break
(IFC Auditorium Foyer)
10:15 – 11:15 Session 1: Ethics and Compliance from Board’s Perspective – Tab 8
Case study 1: Empty Promises 11:15 – 12:15 Panel Discussion 2:
IFC’s Value-Added Support to Nominees: CG and Advisory Services
Panel members – Regional Corporate Governance Leads Moderated by Darrin Hartzler
12:15 – 13:15 Lunch – continuation of industry simultaneous sessions
13:15 – 14:15 Session 2: Acting as a Director Between Board Meetings – Tab 9 Pre-board meetings
Communication between meetings
Case study 2: Emser Depesch (From Nominee Directors‘ Handbook) 14:15 –15:15 Panel Discussion 3:
Holistic View of Directorships – Risk and Sustainability
Panel members – representatives from E&S, Credit, Legal, Insurance and IDD Moderated by Aftab Ahmed
IFC Nominee Directors Training and 11
th
Annual Network Meeting
Washington, DC
I
IFC Auditorium
I
November 24-25, 2014
Moderated by: Professor Ulrich Steger
PRESENTERS
Professor Ulrich Steger has worked for the International Institute for Management Development (IMD)
in Switzerland in the area of corporate governance, leading IMD's Board Program, and has published extensively on corporate governance, sustainability, management and complexity management. Since 2005 he has co-authored three books on corporate governance, including "Corporate Governance - How to Add Value". In addition, he has also published on crisis management (e.g. "Corporate Diplomacy: The Strategy for a Volatile, Fragmented Business Environment"). His books have been published in German, English, Russian, Japanese and Chinese and his articles have been translated into more than 17
languages. He currently holds Board seats in Germany, Switzerland and Malaysia. He himself is currently strongly engaged in solving corporate crises in three of his directorships. He has worked for IFC in the Nominee Director Training area for the past 7 years. Professor Steger has also worked extensively with IFC's sister organization, the Dutch FMO, on corporate governance and board director workshops for more than 10 years.
Philip Armstrong is Senior Advisor, Corporate Governance at IFC. He previously led the Global Corporate
Governance Forum which has now been absorbed into IFC’s Corporate Governance Group. Philip is a widely acknowledged expert on corporate governance and was closely involved with the internationally-acclaimed King Reports on Corporate Governance in South Africa. He was instrumental in producing the Commonwealth Guidelines on corporate governance and served as an expert resource on corporate governance for the NEPAD initiative in Africa. Phil has had a distinguished and varied career in executive and senior management in a number of South Africa’s prominent listed companies and has served with distinction on a number of boards of companies, governing bodies of professional institutions, and policy initiatives in South Africa and globally. He continues to serve on a number of advisory bodies of prominent institutions around the world, including the International Corporate Governance Network (a coalition of investors representing assets under management of some USD18 trillion) and is regularly cited in leading journals and publications for his work on corporate governance. He has received a number awards and accolades internationally, including an honorary doctorate in business administration from the Oxford Brookes University in the UK in recognition for his contributions to corporate governance in emerging markets. He is based in Washington, D.C.
IFC Nominee Directors Training and 11
th
Annual Network Meeting
Washington, DC
I
IFC Auditorium
I
November 24-25, 2014
Moderated by: Professor Ulrich Steger
Charles (Chuck) Canfield is a Senior Corporate Governance Officer in the Corporate Governance Group at
IFC. He has over twenty years of experience in accounting, consulting and law, with eleven years working in the emerging markets of the former Soviet Union and East Asia. With extensive experience advising enterprises on accounting issues, internal control systems and internal audit functions and other issues related to corporate governance, Chuck has also experience as an auditor and tax advisor with
international accounting firms as well as legal experience as a corporate and securities attorney. Chuck is a Certified Public Accountant (Illinois) and a Chartered Global Management Accountant (London). He holds a Bachelor of Science in Accounting from Elmhurst College, Chicago, Illinois, and a Juris Doctor with a concentration in International Law from Northwestern University, U.S. He speaks English and advanced Ukrainian and Russian. He is based in Washington, D.C.
Davit Karapetyanis the Regional Corporate Governance Lead for Latin America and the Caribbean at IFC. He joined IFC in 1999 and spent six years in Armenia and Russia working as Deputy Project Manager with corporate governance advisory projects. Since 2005 Davit has been part of the IFC Corporate Governance Group supporting IFC’s investment operations. Since 2007 Davit has been covering the Latin America and the Caribbean region. In addition, Davit plays a key role in the implementation of IFC’s nominee directorship program. Before joining IFC, Davit worked for the National Assembly of Armenia and taught in the School of Law of the Yerevan State University in Armenia from where he has a PhD in Civil Litigation. He is a lawyer educated in Armenia and the United States and speaks Russian and Spanish. He is based in Washington, D.C.
