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Course Modules
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1. what is cg and why is it important?
- Definition of good Corporate Governance
- Identifying the main stakeholders
- The decision-making structure within a bank
- Organisation structure of a commercial bank
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2. how does good cg benefit a bank?
- Cost of capital and cost of borrowing
- Risk control
- Corporate efficiency and cost reduction
- Consequences of CG failures
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3. compliance
- OECD Corporate Governance principles
- CG guidance from the Basel Committee
- Company law, and stock exchange requirements
- Rating agencies and international lenders
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4. the role of shareholders
- Shareholder rights and responsibilities
- Profit vs. Risk
- Dividend payments vs. Growth
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5. the board of directors (bod)
- Appointment of the Chairman and Board members
- The role of the Chairman
- The role and responsibilities of the BoD
- Personal liability of Directors / obtaining Directors’ and Officers’ insurance
- Role and responsibilities of the Company Secretary
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6. committees of the bod
- The Nomination Committee
- The Remuneration Committee
- The Audit Committee
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7. the ceo and management
- How is the CEO appointed?
- Responsibilities of Board of Management (BoM)
- Structure of the executive of the bank
- Board committees, credit committee and ALCO
- The concept of collective responsibility
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8. implementing good bank cg
- Ensuring compliance with law, regulation and loan agreements, international and domestic
- A fully operational ALCO and the need for stress testing
- Control through the bank’s Strategic Plan
- The role of an independent Risk Management division
- Professionalism, trust, organisational culture, and team-work
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9. typical cg problems and dilemmas
- Shareholder interference, related-party lending, and conflicts of interest
- Tendency of BoD to micro-manage
- BoD with insufficient understanding of the business
- Managing an over-dominant CEO
- Lack of control and inadequate risk management
- Innovative products not properly risk assessed
- Mis-selling of inappropriate financial products