IoD Role of the Director and the Board Isle of Man

Section 1 – Corporate governance

Aim: This section reflects on the purpose and evolution of corporate governance globally.

Learning outcomes (By the end of this section, delegates should be able to):

1.Explain the purpose and value of corporate governance to the organisation
2.Describe the different models and structures that are adopted including the difference between mandatory rules and codes
3.Analyse the key common tenets of corporate governance and the link between corporate governance and the board
4.Explain the business case for corporate governance

Core sections

• 1.1 What is corporate governance?
• 1.2 International corporate governance
• 1.3 Corporate governance codes
• 1.4 Principles- versus rules-based regimes
• 1.5 Principal tenets of corporate governance
• 1.6 The board’s relationship with key governance stakeholders
• 1.7 Why is corporate governance so important?
• 1.8 What does it mean for me?

Section 2 – Legal and regulatory basis of organisations

Aim: This section discusses the differences between typical business forms and identifies arrangements and frameworks that have implications on the governance of organisations.

Learning outcomes (By the end of this section, delegates should be able to):

5.Identify and classify the different business forms and not-for-profit organisations
6.Explain the concept of limited liability and the main constituent participants in companies
7.Explain the principles of the main internal governance frameworks that apply to limited liability companies
8.Distinguish between the relevance of different codes, regulations, laws and internal frameworks to their organisation

Core sections

• 2.1 Different legal forms
• 2.2 Features of a company
• 2.3 Regulatory and legal framework
• 2.4 What does it mean for me?

Section 3 – Directors’ roles, responsibilities and liabilities

Aim: This section contemplates the individual director’s role and differentiates between different personalities of the board and types of directors.

Learning outcomes (By the end of this section, delegates should be able to):

9.Identify different types of directors and explain their role on the board and responsibilities to the organisation and its stakeholders
10.Explain how organisations can put in place systems to enable directors to more effectively understand and discharge their duties
11.Describe who is responsible as a director
12.Analyse the role of individual directors in balancing competing commercial and personal needs
13.Explain the potential consequences of getting it wrong

Core sections

• 3.1 Who is and can be a director?
• 3.2 Attributes and competencies of ideal directors
• 3.3 What is the board/director’s role?
• 3.4 Breach of duty
• 3.5 Discharging directors’ duties
• 3.6 What does it mean for me? RCD, Role of the Director and the Board,

Section 4 – The effective board

Aim: This section considers the responsibility of the board for the leadership of the organisation and looks at factors that help create more effective board dynamics and meetings, including different board models and the functions of committees  

Learning outcomes (By the end of this section, delegates should be able to):

14.Explain the role of the board for strategic leadership, oversight of governance and accountability activities
15.Analyse the elements that generate more balanced decision-making
16.Describe the processes and systems at different levels of the organisation to enable entrepreneurial leadership with appropriate controls
17.Compare the roles of different individual participants and structural components of the organisation

Core sections

• 4.1 Roles and tasks of the board
• 4.2 Board decision-making
• 4.3 Board evaluation
• 4.4 Future planning
• 4.5 Board committees  
• 4.6 What does it mean for me?

Section 5 – Risk governance

Aim: This section considers the board’s role in managing risk, and looks at tools and processes that should be utilised to enable boards to successfully identify, assess and mitigate risk within the organisation.

Learning outcomes (By the end of this section, delegates should be able to):

18.Explain the importance of the board in setting the organisation’s risk appetite and risk tolerance
19.Identify methods and processes for risk evaluation, identification, assessment and mitigation
20.Discuss the board’s role in oversight of internal control systems and procedures
21.Outline the requirements for audit and risk committees

Core sections

• 5.1 Principles of risk management  
• 5.2 Risk management models
• 5.3 The role of the board in risk management
• 5.4 Setting risk appetite
• 5.5 Board oversight – risk assessment and management
• 5.6 Establishing a risk-aware culture
• 5.7 Role of the board committees
• 5.8 Relationship between internal control, internal audit and risk management
• 5.9 Crisis management
• 5.10 What does it mean for me?

Section 6 – Ethics and corporate culture

Aim: This section considers the broader issues for directors in relation to governance, environmental, ethical and social responsibilities as well as the relationship with stakeholders, which all impact upon the long-term sustainable success of the organisation.

Learning outcomes (By the end of this section, delegates should be able to):

22.Explain the concept of stakeholders and analyse the benefits to the organisation of evaluating and managing the relationship with stakeholders
23.Describe the relevance of business ethics and corporate values
24.Evaluate the importance of environmental, social, governance and other non-financial measures in relation to legal requirements and issues of long-term sustainability
25.Consider the board’s responsibilities in relation to wider legal, ethical and environmental issues  

Core sections

• 6.1 The importance of ethics and values
• 6.2 Stakeholders
• 6.3 Environmental, social and governance criteria
• 6.4 The wider responsibilities of the board
• 6.5 What does it mean for me?

On completion of the Institute of Directors’ module delegates will:

• Understand the important role that corporate values play in the development of a successful and responsible business
• Understand corporate governance and how it shapes the responsibilities, accountabilities and activities of the board
• Understand the legal status of a company, the different forms this may take and the legal and regulatory environment it must operate in
• Understand the role a director plays and the responsibilities and accountabilities associated with the role
• Understand the role of the board and how it should operate to be effective
• Understand the board’s accountabilities and responsibilities to a number of stakeholders and that these relationships need to be managed and considered in board decision-making