Training Course on Board Oversight of ESG and Corporate Governance for Company Secretaries

Course Outline

 

Module 1: Evolving Landscape of Corporate Governance and ESG

ü  Definition of corporate governance and its pillars (transparency, accountability, fairness, responsibility)

ü  Understanding ESG: Environmental, Social, and Governance factors

ü  The growing importance of ESG for long-term value creation and risk management

ü  Regulatory trends and investor demands driving ESG integration in governance

ü  From shareholder primacy to stakeholder capitalism: a governance shift

ü  Practical Session: Discussing recent headlines or company controversies related to poor ESG governance.

 

Module 2: Board Fiduciary Duties and ESG Materiality

ü  Understanding the concept of fiduciary duties (duty of care, duty of loyalty)

ü  How material ESG risks and opportunities fall within fiduciary duties

ü  Defining materiality in the context of ESG for board oversight

ü  Board's role in overseeing materiality assessments and identifying salient ESG issues

ü  Legal precedents and evolving interpretations of ESG-related board duties

ü  Practical Session: Analyzing a company's material ESG issues and discussing the board's fiduciary responsibilities related to each.

 

Module 3: Board Roles and Responsibilities in ESG Oversight

ü  Board's ultimate responsibility for ESG strategy and performance

ü  Setting the tone from the top: establishing an ESG-conscious culture

ü  Overseeing the development and implementation of ESG policies

ü  Approving ESG targets and monitoring progress

ü  Integrating ESG into enterprise-wide risk management frameworks

ü  Practical Session: Identifying key responsibilities of the board of directors regarding a company's climate change strategy.

 

Module 4: Structuring Board Committees for ESG Integration

ü  Role of existing committees (Audit, Risk, Nomination, Remuneration) in ESG oversight

ü  Establishing a dedicated Sustainability Committee or ESG Committee (where appropriate)

ü  Defining the mandate, responsibilities, and reporting lines of ESG committees

ü  Ensuring appropriate skills and expertise on committees for ESG oversight

ü  Effective reporting from committees to the full board

ü  Practical Session: Drafting a short excerpt from a Board Sustainability Committee charter.

 

Module 5: Identifying and Managing Material ESG Risks at the Board Level

ü  Board's role in overseeing the identification, assessment, and mitigation of material ESG risks

ü  Understanding climate-related financial risks (physical, transition) from a governance perspective

ü  Social risks: human rights, labor practices, community impacts

ü  Governance risks: ethics, corruption, cybersecurity governance

ü  Integrating ESG risk into the enterprise risk management (ERM) framework

ü  Practical Session: Identifying key ESG risks for a hypothetical company and discussing how the board would oversee their management.

 

Module 6: Integrating ESG into Corporate Strategy and Executive Compensation

ü  Board's role in embedding ESG into the corporate vision and long-term strategy

ü  Setting ESG targets and key performance indicators (KPIs)

ü  Linking executive remuneration to ESG performance (e.g., carbon reduction targets, diversity goals)

ü  Designing effective incentive structures for ESG

ü  The board's role in overseeing the integration of ESG throughout the organization

ü  Practical Session: Discussing how a company could link executive bonuses to its GHG emission reduction targets.

 

Module 7: Stakeholder Engagement and Shareholder Activism on ESG

ü  Board's role in overseeing stakeholder engagement strategies

ü  Understanding key stakeholder expectations (investors, employees, communities, regulators, NGOs)

ü  Preparing for and responding to shareholder resolutions on ESG matters

ü  Navigating activist investor campaigns on climate, social justice, or governance issues

ü  Communicating board decisions and rationale on ESG to stakeholders

ü  Practical Session: Analyzing a recent shareholder resolution on an ESG topic and discussing how a board might respond.

 

Module 8: ESG Reporting, Disclosure, and Board Assurance

ü  Board's oversight of ESG reporting processes and data integrity

ü  Understanding major reporting frameworks (GRI, SASB, TCFD, ISSB, ESRS)

ü  Ensuring compliance with mandatory ESG disclosure requirements

ü  The role of internal audit and external assurance in validating ESG data

ü  Communicating ESG performance transparently and effectively to the market

ü  Practical Session: Discussing the board's responsibilities in ensuring the accuracy and completeness of a company's sustainability report.

 

Module 9: Ethical Leadership, Board Independence, and Culture

ü  The board's role in fostering an ethical culture and tone at the top

ü  Ensuring board independence and diversity for robust ESG oversight

ü  Managing conflicts of interest in ESG decision-making

ü  Whistleblower protection and grievance mechanisms at the board level

ü  Promoting a culture of continuous learning and improvement on ESG

ü  Practical Session: Discussing how to ensure board independence when faced with a significant ESG issue that could impact executive compensation.

 

Module 10: The Company Secretary's Role in Facilitating ESG Governance Excellence

ü  Advising the board on ESG governance best practices and regulatory changes

ü  Structuring board meetings and agendas to prioritize ESG discussions

ü  Ensuring timely and accurate ESG disclosures and reporting

ü  Facilitating effective communication between the board, management, and stakeholders on ESG

ü  Capacity building for board members on ESG topics

ü Practical Session: Outlining a plan for a Company Secretary to prepare for and support a board meeting focused on climate strategy and TCFD reporting.

About Our Trainers

The training will be delivered by a team of highly experienced Company Secretaries, Corporate Governance Experts, Board Directors with ESG experience, and Legal Counsel specializing in corporate law and sustainability. Our trainers bring a wealth of practical strategies, hands-on experience with governance frameworks and disclosure requirements, and deep insights into facilitating effective board oversight of complex ESG matters. Their expertise ensures that participants gain cutting-edge knowledge and actionable skills to guide their boards towards robust and responsible ESG governance.

Quality Statement

We are committed to delivering high-quality, practical, and relevant training programs that empower professionals to excel in their roles and contribute significantly to the success of their organizations. Our courses are continually updated to reflect the latest industry trends, regulatory changes, and best practices.

Admission Criteria

ü  Participants should be reasonably proficient in English. 

ü  Applicants must live up to Phoenix Center for Policy, Research and Training admission criteria.

Terms and Conditions

1. Discounts: Organizations sponsoring Four Participants will have the 5th attend Free
2. What is catered for by the Course Fees: Fees cater for all requirements for the training – Learning materials, Lunches, Teas, Snacks and Certification. All participants will additionally cater for their travel and accommodation expenses, visa application, insurance, and other personal expenses.
3. Certificate Awarded: Participants are awarded Certificates of Participation at the end of the training.
4. The program content shown here is for guidance purposes only. Our continuous course improvement process may lead to changes in topics and course structure.
5. Approval of Course: Our Programs are NITA Approved. Participating organizations can therefore claim reimbursement on fees paid in accordance with NITA Rules.

Booking for Training

Simply send an email to the Training Officer on training@phoenixtrainingcenter.com and we will send you a registration form. We advise you to book early to avoid missing a seat to this training.

Or call us on +254720272325 / +254737296202

Payment Options

We provide 3 payment options, choose one for your convenience, and kindly make payments at least 5 days before the Training start date to reserve your seat:

1. Groups of 5 People and Above – Cheque Payments to: Phoenix Center for Policy, Research and Training Limited should be paid in advance, 5 days to the training.
2. Invoice: We can send a bill directly to you or your company.
3. Deposit directly into Bank Account (Account details provided upon request)

Cancellation Policy

1. Payment for all courses includes a registration fee, which is non-refundable, and equals 15% of the total sum of the course fee.
2. Participants may cancel attendance 14 days or more prior to the training commencement date.
3. No refunds will be made 14 days or less before the training commencement date. However, participants who are unable to attend may opt to attend a similar training course at a later date or send a substitute participant provided the participation criteria have been met.

Tailor Made Courses

This training course can also be customized for your institution upon request for a minimum of 5 participants. You can have it conducted at our Training Centre or at a convenient location.

For further inquiries, please contact us on Tel: +254720272325 / +254737296202 or Email training@phoenixtrainingcenter.com

Accommodation and Airport Transfer

Accommodation and Airport Transfer is arranged upon request and at extra cost. For reservations contact the Training Officer on Email: training@phoenixtrainingcenter.com or on Tel: +254720272325 / +254737296202