CORPORATE GOVERNANCE & IMPROVING BOARD …

1 BOOK NOW & GET. DISCOUNTS. POSITIONING. BOARD OF. DIRECTORS AT THE. HEART OF. CORPORATE . GOVERNANCE TO. SPEARHEAD &. GOVERN THE. ORGANISATION. 7TH EDITION: STEADFASTLY. CORPORATE . GOVERNANCE &. IMPROVING BOARD . effectiveness 2018 . 4 Day Masterclass 6th - 9th March 2018 . Grand Copthorne Waterfront, Singapore OVERVIEW. This program will address key CORPORATE GOVERNANCE issues faced by boards and principal BOARD committees. Public companies and their directors and officers face increasing responsibilities, and even increased risk of liability. They are also under intense scrutiny and in at least some cases significant pressure from investors and regulators. Changing investor expectations and increased investor willingness to seek or force change, through activist campaigns and other methods, have changed the environment in which directors and officers and their advisers operate.

2 These developments have been complicated by significant legal and regulatory changes, including evolving standards under Delaware law and SEC and other federal developments in rulemaking and enforcement. CORPORATE GOVERNANCE provides the framework within which directors and officers must operate in fulfilling their responsibilities. In-house and outside advisers are called on both to provide day-to-day counselling and to address crisis situations in the CORPORATE GOVERNANCE context. Our program will both highlight the fast-moving market and legal and regulatory developments that directors, officers and their advisers face, as well as provide practical guidance as to how to address them. COURSE LEADER. Facilitated by Former Policy Director at the Institute of Chartered Secretaries and Administrators (ICSA), and senior policy adviser for the UK and French Government Seamus's Major Achievements Former Policy Director at the Institute of Chartered Secretaries and Administrators (ICSA).

3 He authored ICSA's guidance on 'Boardroom Behaviours', led the working group which produced the FRC's 'Guidance on Boardroom effectiveness ', and oversaw the production of ICSA's technical output, including its best practice Guidance Notes on boards and directors. Originally a senior policy adviser for the UK. government, and was Private Secretary to John GummerMP, Secretary of State for the Environment, and John PrescottMP, Deputy Prime Minister. He oversaw a number of significant policy initiatives including the Kyoto Protocol, and the development of London Docklands and was seconded as an advisor to the French government on private finance and GOVERNANCE issues. Has helped over 100 boards to improve director, BOARD Seamus and CORPORATE performance.

4 Gillen Has reviewed the processes and practices for winning business of over 100 companies. Held positions as the Company Secretary and Director of Regulation at Anglian Water (later AWG) plc, and as Head of Public Policy and Regulation at O2 plc, now part of the Telefonica Group. He has spoken at over 100 conferences and congresses in over 40 countries. BENEFITS OF ATTENDING WHO SHOULD ATTEND? The evolving enforcement world, including the Chairman importance of whistle - blowers and the unclear CEO / COO. guideposts for cooperation Director Cybersecurity - you may be tired of talking about it, but it is still a hot issue for nearly all companies Chief Internal Auditor How does the Compensation Committee successfully Chief Risk Officer design, explain and defend a compensation program Head of Compliance with today's ever-changing expectations and say-on-pay votes?

5 Head of Finance / CFO. Evolution of compliance oversight--the role of the Head of Fraud&Inspection Audit Committee, other committees and the BOARD Head of Vigilance BOARD composition - refreshment, diversity, HR Directors continuity and strategic vision Secretary to Boards The challenges and opportunities facing directors Executive and boards, and how they should be addressed. Company Secretaries The distinction between direction and management, and how to create more competent directors and Audit Committee Chairs & Members more effective boards. Regulators The differing conduct of successful and unsuccessful CORPORATE GOVERNANCE Professionals boards and how to develop a winning boardroom team. Identify the relevant legislation of the Companies Act and the applicable guidelines of CORPORATE GOVERNANCE codes of conduct best practices.

6 Typical obstacles to director contribution and BOARD effectiveness and how they can be overcome. DAY 1 DAY 2. SESSION 1 SESSION 1. Understanding The GOVERNANCE Context Directors' Authority & 'How to Stay Out of History and evolution of GOVERNANCE Prison'. Different GOVERNANCE models across the globe Who is - and is not - a director? Different GOVERNANCE contexts - listed, private, When it all goes wrong - breach of duties, and state-owned, family owned consequences Implications for subsidiaries Conflicts of interest Particular areas of exposure - anti-bribery and corruption, compliance SESSION 2 Failure Nomination & GOVERNANCE - First Line of Case Study: Offense (& Defence) in Ensuring Good How value was destroyed inside VW (Automotive).

7 BOARD GOVERNANCE Practices BOARD composition - refreshment, diversity, SESSION 2. continuity and strategic vision Speaking with and listening to investors, BOARD Organisation - Purpose & Role of and hearing the wind in the trees before it The BOARD & Its Members Key players in becomes a hurricane The Boardroom BOARD evaluations - compliance exercise or The critical role of the Chairman tool for IMPROVING performance and The critical role of the Corporation Secretary /. composition? Company Secretary The critical role of a CEO. How the BOARD Can Shape the Culture of an SESSION 3 Institution. Business Ethics - How to Match Values & Best BOARD Room Practices. Behaviours How evaluation of the BOARD can be carried out Definitions and scope - examining Grey Areas of effectively BOARD chair business conduct Individual characteristics and CORPORATE culture - the key drivers of behaviour The modern business ethics toolkit SESSION 3.

8 The Role of the BOARD of Directors SESSION 4 The BOARD as watchdog: monitoring risk The BOARD as strategist The Business Case for CORPORATE GOVERNANCE The BOARD as advisor Assessing the evidence Case Study: Opinion-based research The Collapse of RBS the world's largest failed bank Focus list research GOVERNANCE -ranking research The Deutsche Bank studies The World Bank Group DAY 3. SESSION 4 SESSION 1. BOARD Dynamics & The Composition GOVERNANCE 2018 - Director Responsibilities of The BOARD in An Era of Investor Leverage The role of the Chairman Growing compliance responsibilities and growing Executive vs independent non-executive directors risks for falling short Qualities to look for in independent directors The evolving enforcement world, including the The problem of Groupthink' importance of whistle-blowers and the unclear BOARD diversity guideposts for cooperation The role of the Company Secretary BOARD toolkit for crisis management Cybersecurity - you may be tired of talking about Shareholders it, but it is still a hot issue for nearly all companies Introduction: do shareholders Own' the company?

9 Ensuring good GOVERNANCE around sustainability Ownership vs control: the agency problem disclosure The growth of institutional share ownership Shareholder tools of CORPORATE GOVERNANCE Shareholder activism in the future SESSION 2. The Work of Compensation Committees - Stakeholders Doing It Is Increasingly Difficult; Criticizing Background It Is Increasingly Commonplace Identifying the company's stakeholders: The What is Pay for Performance ? contextual problem How does the Compensation Committee successfully Raising the company's reputation design, explain and defend a compensation program Clarifying the relationship between reputation with today's ever-changing expectations and and brand Say-on-Pay votes? Case Study: How to take into account the models, metrics and Toyota suffers a fall from grace recommendations of proxy advisory firms How to navigate the new minefield of the pay-equity PRE-CLASS ratio Keys to successful investor outreach QUESTIONNAIRE (PCQ).

10 To ensure that you gain maximum benefit from this event, a detailed questionnaire will be sent to you to establish exactly what your training needs are. The completed forms will be analyzed by SESSION 3. the course trainer. As a result, we ensure the course is delivered at BOARD Insomnia - What Will Keep Audit an appropriate level and that relevant issues will be addressed. The comprehensive course material will enable you to digest the Committees Awake at Night in 2018 . subject matter in your own time. This training course is designed New standards - revenue recognition and leasing specifically for participants to work through a dedicated strategic Audit Committee oversight of non - GAAP measures planning process. It is a high-level, intensive and vigorous programmed that will move rapidly.