A paper plane seems easy to construct but as soon as we put one to flight, we realize it takes more than simple foldings to make it fly well.
Similarly, many hold a simplistic view of corporate governance, not realizing the foundational importance of a competent board for growth and sustainability. This is why the Malaysian Alliance of Corporate Directors (MACD) exists—to help raise the level of competency of corporate directors in Malaysia for global competitiveness.
The MACD Professionalism in Directorship Programme, created and facilitated by Malaysia’s thought leaders on corporate directorship, corporate leadership and corporate governance, provides a comprehensive foundation for director effectiveness that is essential for new and prospective directors and also serves as a timely review for the experienced.
The PDP curriculum consists of the highest quality corporate governance content, backed by an increasing input from research findings of leading practices, faculty and peer expertise, current regulatory requirements, and recommendations from MACD’s own International Board of Advisors. The programme is highly interactive, facilitating a valuable exchange of knowledge among peers.
The curriculum will be regularly reviewed by a body of issue experts, educators, corporate directors and standard-setters in the areas of law, audit, compensation, risk management, and governance. Oversight of curriculum development will continue to evolve with input provided by an Independent Advisory Board, MACD Board of Directors and leading Practitioners and Academics.
- Board Excellence: Roles, Responsibilities, Structures, and Leadership
- Fiduciary Duties of Corporate Boards
- Board Governance and the Role of the Governance and Nominating Committee
- Scrutinizing Financial Statements – Knowing What questions to Ask Management and Auditors
- Audit Committees: Effectiveness in the New Environment
- Creating and Sustaining Board Value: Corporate Strategy and Risk Oversight
- Executive and Director Compensation: The Changing Landscape
- Case Study on Risk Management and Board Governance Issues of Real-Life Cases
This opening session explores the essential roles of the board, the relationship of board to management, and the responsibilities of directors. Discussion is set within the context of the current business and regulatory environment and includes recent findings and recommendations on the leading issues and trends from most recent relevant surveys. Board leadership structures are addressed and include the role of independent directors, the Chair, and the Lead Director with discussion on CEO succession planning.
The board’s fiduciary duties lie at the heart of corporate governance. This session explains why board members are legally obligated to act on behalf of an organization’s shareholders to ensure that the company is properly managed. Participants explore the meaning of “good faith,” “duty of care,” “duty of loyalty” and “the business judgment rule” using real examples of board decision-making situations. Practical challenges that affect the ability of independent directors to be active and informed concerning material risks will also be addressed. Indemnification and D&O insurance are discussed, along with guidelines and specific board practices to help minimize liability.
In order to add value and impact corporate performance, directors must engage in strategic practices and risk oversight above and beyond their legal and compliance obligations. This session examines when and how boards should engage in the strategic process to maximize impact and looks at leading practices for board oversight of the plan. It defines the board’s role in risk oversight, including enterprise risk management, crisis preparedness, and the role of the board in managing crisis.
This session provides an introduction to the understanding of financial statements for the purposes of monitoring firm performance, challenging results and practices, and driving firm value creation. Participants will be better prepared to ask probing questions of both management and auditors relevant to the data that are put in front of them. The module presents both the traditional accrual-based financial statements and analysis, as well as modified “economic (cash) based” statements and analysis. A framework for financial “red flags” will also be provided.
The objective of this module is to provide an understanding of the role of the audit committee, review the prescribed responsibilities set forth by various regulatory bodies, and gain an understanding of the expectations of the various constituencies - regulators, management, and auditors — as to what constitutes an “effective” committee. We’ll discuss the board’s relationship with both internal and external auditors. Special emphasis is placed on approaches to achieve an effective committee process (agenda), including the actions and activities undertaken by the committee to fulfill their oversight responsibility.
A critical component of corporate governance is accountability. Through the proper exercise of its responsibilities, the governance committee can promote and sustain accountable and responsive leadership at the highest levels. This session examines the specific duties of the governance committee with respect to board and committee nomination and appointment, director assessment and succession, and leading practices for board evaluation — an essential ingredient for board effectiveness. The governance committee’s work in concert with the compensation committee is emphasized, including the practice of CEO performance assessments and succession issues. This session also examines the committee’s responsibility to ensure accountability, transparency, and disclosure by keeping all board policies current and relevant.
Compensation is best understood as a motivator of behavior — influencing the performance of the CEO and the board of directors. The package must commensurate with performance measures, as well as aligned with the principles of the board and the corporation. In addition to providing current trends, this session addresses evolving issues of both executive and director compensation: committee roles and responsibilities; impact of new disclosure rules on the committee, board and management; developing the board’s principles for decision-making; and considerations when determining CEO pay, including performance measurements and assessments.
Board members are sure to face many challenging issues during their tenure, and a few of the more complex ones will be dissected and debated in a facilitated discussion with a seasoned director.