Introducing the GCC Board Directors Institute April 2015 GCC Board Directors Institute | BDI is the leading organization in the Gulf for Boards and directors OUR VISION We are a not-for-profit organization dedicated to making a positive impact on the economies and societies of the region by promoting professional directorship and raising the level of board effectiveness. OUR MISSION OBJECTIVES PROGRAMS Enhance board member capabilities: ▪ Further the understanding of best practice board governance and board responsibilities ▪ Facilitate pragmatic experiences among members of regional and international boards MEMBERSHIP & MEMBER SERVICES Be the leading regional network of board members: ▪ Provide venues and networking opportunities between regional board members, professional advisors and senior executives ▪ Support regular exchange of speakers and connections to similar initiatives in different parts of the globe KNOWLEDGE Disseminate high quality board governance knowledge: ▪ Develop proprietary regional board governance content ▪ Facilitate the sharing of board governance best practices AWARENESS Put board governance higher on the region’s agenda: ▪ Provide a collective voice for its membership among the region’s leadership, policymakers and lawmakers on board governance regulation GCC Board Directors Institute | 1 BDI was set-up by leading corporations and advisory firms with the support of the region’s regulators Founding partners Content partners Regulatory partners Corporate sponsors GCC Board Directors Institute | 2 We are the first and only organization in the region to be a member of the Global Network of Director Institutes (GNDI) GNDI is an international collaboration that shares expertise in directorship and corporate governance Why BDI decided to join with GNDI’s 13-member network? 1 2 Reinforce BDI’s position as the leading institute which brings global best practices to the region 3 Give greater recognition of BDI as a voice of directors both in the Gulf and internationally 4 Provide a platform for: • support • benchmarking • valuable to insights into emerging trends Offer our members the opportunity to interact, learn and benefit from a global network of 150,000 directors and governance professionals GCC Board Directors Institute | 3 BDI governance and core team Board of Governors Abdallah Al Saadan Saudi Aramco Tarek Elmasry McKinsey & Company Core team Mohammed Al-Shroogi Investcorp Mutlaq Al Morished Tasnee Mohammed H. Hani Ashkar Al Shehi PwC Emirates NBD Michael Morcos Heidrick & Struggles Nathalie Potvin Soufia Elkhellaf Executive Program Director Manager Zeljkica Palcer Program Manager Mira Alrabi Marketing & Communications Manager Claire Hassan Executive Assistant Khalid Garousha Allen&Overy GCC Board Directors Institute | 4 Our program offerings To date, we have delivered over 35 workshops for senior board directors Foundations of Directorship The Foundations of Directorship workshop is hands-on and experiential. Taking place over 2 days, participants are presented with contemporary issues and challenges that boards in the GCC are faced with and, through discussions and pragmatic experience-sharing, faculty and participants explore and analyze potential solutions, tools and effective practices. Mastering the Boardroom Mastering the Boardroom is aimed at those directors who have completed the Foundations of Directorship workshop. Through a series of case studies and panel discussions with practitioners and faculty, participants will develop the skills required to take on more senior roles (e.g., chairman, vice chairman, committee chair) and enhance their personal effectiveness and contribution to the board. Chairman’s Summit The Chairman’s Summit is a one-day event which brings together leading chairmen, regulators and practitioners from the GCC region. Comprised of a series of panel discussions on various topics of importance to chairmen, the Summit also offers an excellent platform for senior business leaders to network, discuss and share experiences with peers. Tailored workshop Whether you are looking to on-board new directors or provide your board with an exclusive development session, our program offerings can be tailored to suit your board’s unique situation and requirements. Board Effectiveness Initiative Improving the effectiveness of their board is a priority for leading organizations everywhere. We have developed a proprietary tool to assess the effectiveness of boards which combines survey as well as one-on-one interview results – all conducted in a non-attributive and confidential manner – to produce a fact-base of improvement opportunities. GCC Board Directors Institute | 5 “Foundations of Directorship” covers the 6 dimensions of board 6 effectiveness Board evaluation and renewal 1 5 Board composition and directors’ capabilities • The model board • Board composition • Director remuneration & trends • Director succession 2 3 Director duties and responsibilities • • • • • • Individual director skills/expertise Role of chairman Role of vice-chairman Role of non-executive directors Oversight of the board Duties towards minority shareholders Board structure, processes and protocols • General assembly • Sub-committees (number, type) • Annual board calendar • Confidentiality and disclosure • Decisions and voting process • Type and location of board meetings Effective board dynamics Interactions in meetings, discipline in discussions, effective probing and conflict management 4 b 4 a Strategy development Delivering on the roles of the board 4 4 c d Performance Risk management Capital management markets • Supporting strategic • Holding • Understanding planning performance • Understanding dialogues industry context and • Managing evolution consequences overall exposure • Approving risk boundaries • Guiding risk mitigation 4 e Senior management evaluation and development • Leveraging capital • Evaluating of top markets view of talent company • Developing leaders • Communicating • Managing CEO with capital markets succession GCC Board Directors Institute | 6 “Mastering the Boardroom” helps directors enhance their personal effectiveness and overall contribution to the board 1 2 3 4 5 Impact of macro factors on business strategy • Taxonomy of macro factors, how they impact businesses, and how to translate their impact into strategy Boundaries between the board and management • Learning the art of knowing where the boundary lies in various situations Legal role of a board member • Legal roles played by board members in various situations Board agendas and action plans • How to create board agendas that achieve the right balance between the various roles of the board (insight, oversight and foresight) Risk management • Introduction to taxonomy of risks and manners in which companies can assess their risk appetite, mitigate risks, etc. Role of the board in succession planning • Increasingly, boards are pushing for their organizations to lead the succession planning exercise and develop robust plans to ensure sustainability - an exercise closer to science or to art? Group decisionmaking • How to recognize when a group is making biased decisions • What is the process to manage decisions that were made based on biases? 6 7 GCC Board Directors Institute | 7 We have developed a proprietary tool to assess board effectiveness … The evaluation process is completed in 2 phases: anonymous web-based survey and one-on-one interviews Phase 1: Anonymous web-based survey Have board secretary complete board fact sheet Outcomes 1 Fact-base of improvement opportunities Conduct on-line survey 2 Benchmark against other GCC boards Phase 2: One-on-one interviews “Deep-structure” interviews with one or more board members (one on one) Expert analysis of improvement areas based on similar boards and situations 3 Roundtable discussion with board chairman on potential improvement actions (could be followed up with board workshop) before results are shared at board meeting. GCC Board Directors Institute | 8 … which we use for tailored workshops and board reviews Example of GCC flagship companies which have turned to BDI for their board review and/or tailored workshop GCC Board Directors Institute | 8 “Promoting Professional Directorship” is BDI’s fourth survey on board practices in the Gulf GCC Board Directors Institute | 10 With over 500 members, BDI’s membership is the most influential network of senior board directors in the Gulf Members stay connected with one another through various networking events organized each year BDI members come from regional flagship corporations, familyowned businesses and government entities Member benefits Opportunity to interact, learn and benefit from a global network of 150,000 directors and governance professionals through the GNDI Global Passport program Participation in exclusive, members-only events such as the Chairman Summit Al Majlis monthly newsletter covering regional board and member news, and featuring insights from BDI partners GCC Board Directors Institute | 11 How to reach the core team Nathalie Potvin Executive Director GCC Board Directors Institute DIFC | Building 4, Level 4 P.O. Box 33538 | Dubai - UAE Mobile +971 52 762 4849 | Fixed +971 4 554 7967 E: [email protected] Soufia Elkhellaf Program Manager GCC Board Directors Institute DIFC | Building 4, Level 4 P.O. Box 33538 | Dubai - UAE Mobile +971 55 379 3805 | Fixed +971 4 554 7967 E: [email protected] Mira Alrabi Marketing & Communications Manager GCC Board Directors Institute DIFC | Building 4, Level 4 P.O. Box 33538 | Dubai - UAE Mobile +971 55 745 7960 | Fixed +971 4 554 7967 E: [email protected] Zeljkica Palcer Program Manager GCC Board Directors Institute DIFC | Building 4, Level 4 P.O. Box 33538 | Dubai - UAE Mobile +971 55 680 9747 | Fixed +971 4 554 7967 E: [email protected] Claire Hassan Executive Assistant GCC Board Directors Institute DIFC | Building 4, Level 4 P.O. Box 33538 | Dubai - UAE Mobile +971 56 410 6792 | Fixed +971 4 554 7967 E: [email protected] GCC Board Directors Institute | 12
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