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Certificate In Board Secretarial Practice

Designed For The Professional Governance Manager Focusing On Key Practices And Skills Required To Deal With Board And Shareholder Events And Regular Governance Activities

6 Key Business Objectives 1. Understand the key role played by the Board Manager for Board support and effective organisational practices 2. Be able to interpret the necessary rules and regulations which impact upon the governance environment of your firm 3. Learn key practices, policies and procedures to ensure smooth and seamless planning, operation and follow up of AGMs, Board meetings, regulatory reporting and governance activities 4. Develop an understanding of how to deal with Corporate Governance dilemmas 5. Understand how to practically introduce and maintain a sound governance regime in your organisation

6 – 9 April 2014 • Dusit Thani Hotel, Dubai, UAE 7 – 10 September 2014 • Radisson Royal Hotel, Dubai, UAE

www.iirme.com/boardsecretary Please bring your laptop to the course

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About Your Expert Course Director

The George Washington University School of Business, IIR Middle East’s Academic Partner, is dedicated to excellence: in its teaching and research about management, in the public and private sectors, within the United States and internationally. The school has a 75 year history of preparing men and women for leadership in both the public and private sectors. Known internationally for its dedication to academic excellence, the school draws students from all parts of the United States and around the world. Beyond first class teaching and scholarship, the school’s faculty offers practical experience in the issues and challenges confronting business and government. Its research centres link faculty and students with US and international business and government organisations. Recent distance learning initiatives have expanded the school’s global reach.

Course Requirements And Certificates

Sharon Ditchburn is a Certified Practicing Accountant, Fellow of Chartered Secretaries Australia and ICSA (UK), and holds legal qualifications from Australia, as well as an MBA specialising in Corporate Governance, Entrepreneurship and Strategy. She is one of the few individuals in the GCC certified by the IFC/World Bank to deliver their Director Development Programmes, and has been delivering Corporate Governance advisory and training programmes throughout the GCC since 2005. Sharon has wide ranging experience at senior management level, including as a CFO and Company Secretary in Australia and the UAE. Since 2004, she has worked with a wide range of listed, private and government owned enterprises in the GCC, including financial institutions, stock exchanges, private industrial firms, government departments and family owned businesses. Sharon is also an Authorised Individual by the DFSA with various regulated entities, including investment banks, brokerages, trust companies and wealth managers. Sharon is a Member of the Australasian Compliance Institute and Association of Certified Anti Money Laundering Specialists (USA). She is also a recipient of the Solvi Stenbro Prize.

This Is What Delegates Have Said About Sharon’s Previous Courses With IIR ME: “Sharon is very well experienced when it comes to Board of Director relations and Corporate Governance issues.The discussions we had on the course were intensive and fruitful. She used videos, role plays and exercises to explain the course content.” Shnaneh Ali, Manager – Group Compliance, Dubai Properties Group, UAE

Delegates must meet two criteria to be eligible for an IIRME/GW Certificate of Completion for a course: 1. Satisfactory attendance – delegates must attend all sessions of the course. Delegates who miss more than 2 hours of the course sessions will not be eligible to sit the course assessment 2. Successful completion of the course assessment Delegates who do not meet these criteria will receive an IIRME Certificate of Attendance. If delegates have not attended all sessions, the Certificate will clearly state the number of hours attended.

“Sharon is on top of the topics covered on the course. She is fully familiar with the contexts of the Middle East region. She has a smooth and easy-to-understand way of communicating. The course covered a range of topics across various industries.” Ebrahim Ali Hashem, Senior Advisor – Business Strategy, ADCO, UAE

“Sharon is extremely knowledgeable with a vast range of experience.Very interesting anecdotes were shared with the team on the course.” Lamis Al Hashimy, Head of Investor Relations, Dubai Holdings, UAE

“Sharon has a wide scope of experience and has extensive knowledge of local, regional and international governance. She understands the peculiarities of the subject. I am taking away many ideas which I will utilise in my current role.” Sayed Jalal Jaafar Hashem, Board Secretary, Bahrain Credit, Bahrain

Who Should Attend? This course is designed for: • Appointed and aspiring Company/Board Secretaries or Governance Managers • Board Directors who sponsor reform and improvements of governance practices • Managers responsible for performing or assessing governance procedures, such as CFO, Internal Audit, Investor Relations, Risk Managers • Managers and staff responsible for supporting governance roles and corporate documentation activities

“Sharon is a very experienced trainer and has an interesting way of delivering her ideas. She is an amazing trainer. She made every single person participate in class and used case studies, examples, slides, group discussions, pictures, quotes and YouTube videos. I have gained a lot of knowledge on the course and I’m excited to go back to my workplace to apply what I have learnt on the course.” Rola Emad Al Kurdi, Board Secretariat Officer, Abu Dhabi Commercial Bank, UAE

Course Overview

This course is designed to introduce you to the key concepts and practical elements of performing the governance management of your organisation. It covers a wide range of activities from annual reporting and meetings, to Board and committee meetings and events, regulatory compliance, and daily dilemmas and practices. This is a four day interactive course that will create knowledge by performing and assessing key activities in groups and as individuals.

T: +971 4 335 2437 F: +971 4 335 2438 E: register@iirme.com W: www.iirme.com/boardsecretary


Certificate In Board Secretarial Practice

6 – 9 April 2014 Dusit Thani Hotel, Dubai, UAE 7 – 10 September 2014 Radisson Royal Hotel, Dubai, UAE

Course Timings: Registration will be at 07:30 on Day One. Course sessions will start promptly at 08:00 and end at 14:30. There will be two short breaks for refreshments and lunch will be served at the end of each day’s sessions.

Course Outline

Day One Role Of The Company Secretary • Legal requirements – Company law and Corporate Governance codes • Scope of role • Primary responsibilities – chairman, Board, shareholders, management • Other stakeholders – regulators, media, etc. Introduction To Corporate Governance • Definition • Business case • Types and roles of the Board, Directors and CEO Corporate Governance Framework • Corporate laws, listing rules and the company articles • International models of Corporate Governance Appointing A Company Secretary • Experience and qualifications • Organisational chart • Training • Evaluation Interaction With The Board And Management • Advisory role • Administrative role • Supporting the chairman • Interactions with management • Additional committee requirements • Identifying and dealing with dilemmas • Dealing with difficult directors

Day Two Company Secretary Toolkit • Calendars • Agendas • Minutes • Libraries and resources • Practical registers and monitoring tools Board Documents And Processes • Charters, policies and codes • Delegation and matters reserved for the Board • Induction • Evaluation Board Meetings • Preparation • Board packs • Conduct • Follow up • Reporting and communication • Director dilemmas and conflicts of interest

Board Minutes And Corporate Registers • Statutory requirements • Preparation templates • Timeframes and delivery • Notifications • Document aggregation and retention practices • Access by third parties

Day Three Shareholder Meetings • Types and legal requirements • Annual report, proxies and other documents • Types of resolutions • Preparation and conduct • Voting • Following up • Regulatory issues and dilemmas • Non-shareholder issues (media, analysts, etc) • AGM practices and preparation Other Shareholder Issues • Access to documents and premises • Shareholder agreements • Power over the company’s documents and practices – articles, voting, etc. • Voluntary reporting – sustainability, CSR, etc. • Investor relations • Shareholder activism Regulatory Compliance Issues • Calendars and reviews • Audits and regulatory enforcement • Liability protection • Fraud and misconduct Implementing A Corporate Governance Framework • GAP analysis • Stakeholder mapping • Developing the implementation programme • Redefining the company secretary role in your company

Day Four Corporate Governance Framework – Advanced • International Corporate Governance tools • The IFC progression matrix Future For Best Practice • Latest developments in Corporate Governance • International and local issues • New issues for Boards – control frameworks, strategy, risk, remuneration, disclosure, fraud prevention Examination

Exercise •

Sample Board meeting

Please bring your laptop for the exam

T: +971 4 335 2437 F: +971 4 335 2438 E: register@iirme.com W: www.iirme.com/boardsecretary


Certificate In Board Secretarial Practice

6 – 9 April 2014 • Dusit Thani Hotel, Dubai, UAE 7 – 10 September 2014 • Radisson Royal Hotel, Dubai, UAE

FIVE WAYS TO REGISTER IIR Holdings Ltd. P.O Box 9428 Dubai, UAE

+971 4 335 2437 +971 4 335 2438 register@iirme.com

www.iirme.com/boardsecretary

DISCOUNTS AVAILABLE FOR 2 OR MORE PEOPLE CALL – +971 4 335 2483 E-MAIL – a.watts@iirme.com WEB BC5350/BC5351

Course Fee Before 19 January 2014

Course Fee Before 9 February 2014

Final Fee

US$ 3,995

US$ 4,495

US$ 4,795

Event

Course Fee Before 22 June 2014

Course Fee Before 13 July 2014

Final Fee

Certificate In Board Secretarial Practice 7 – 10 September 2014 (BC5351)

US$ 3,995

US$ 4,495

US$ 4,795

Event Certificate In Board Secretarial Practice 6 – 9 April 2014 (BC5350)

Course fees include documentation, luncheon and refreshments. Delegates who attend all sessions and pass the final day examination will receive an IIRME/GW Certificate of Completion.

DELEGATE DETAILS

All registrations are subject to our terms and conditions which are available at www.iirme.com/terms. Please read them as they include important information. By submitting your registration you agree to be bound by the terms and conditions in full.

Payments

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A confirmation letter and invoice will be sent upon receipt of your registration. Please note that full payment must be received prior to the event. Only those delegates whose fees have been paid in full will be admitted to the event. You can pay by company cheques or bankers draft in Dirhams or US$. Please note that all US$ cheques and drafts should be drawn on a New York bank and an extra amount of US$ 6 per payment should be added to cover bank clearing charges. In any event payment must be received not later than 48 hours before the Event. Entry to the Event may be refused if payment in full is not received. Credit card payment ‰ If you would like to pay by credit card, please tick here and a member of our team will contact you to take the details

Cancellation If you are unable to attend, a substitute delegate will be welcome in your place. Registrations cancelled more than 7 days before the Event are subject to a $200 administration charge. Registration fees for registrations cancelled 7 days or less before the Event must be paid in full. Substitutions are welcome at any time.

Avoid Visa Delays - Book Now Delegates requiring visas should contact the hotel they wish to stay at directly, as soon as possible. Visas for non-GCC nationals may take several weeks to process. All registrations are subject to acceptance by IIR which will be confirmed to you in writing. Due to unforeseen circumstances, the programme may change and IIR reserves the right to alter the venue and/or speakers.

Event Venue: Dusit Thani Hotel, Dubai, UAE Tel: +971 4 343 3333 Radisson Royal Hotel, Dubai, UAE Tel: +971 4 308 0000 Accommodation Details We highly recommend you secure your room reservation at the earliest to avoid last minute inconvenience. You can contact the IIR Hospitality Desk for assistance on: Tel: +971 4 407 2693 Fax: +971 4 407 2517 Email: hospitality@iirme.com © Copyright I.I.R. HOLDINGS B.V.

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No. of employees on your site: 1000+ ‰ 500-999 ‰ 250-499 ‰

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Certificate In Board Secretarial Practice  

This course is designed to introduce you to the key concepts and practical elements of performing the governance management of your organisa...