Train the Trainers (ToT)
Programme
Tunisia
Chris Pierce
And
Tony Dixon
Workshop content
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The Business Case for Corporate
Governance
Corporate Governance frameworks
Training skills and adult learning
Training delivery
Planning and leading change
The elements of success
Action planning
Workshop objectives
By the end of the workshop participants will be able
to:
 Understand how to identify the development
needs of directors in Tunisia;
 Engage adult learners by emphasising interactive
exercises that draw on the diverse, relevant
experiences of workshop participants;
 Encourage directors to be “change agents” of
corporate governance by developing the
knowledge and skills to build support within their
boards for implementing best practice issues
from the Manual.
Introductions
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Name
Job title
Company
I will consider the workshop a
success if….
1. The Business Case for
Corporate Governance
Corporate Governance Means
Leadership
• leadership for efficiency
• leadership for probity
• leadership with responsibility
• leadership that is both transparent and accountable .
Mervyn King, South Africa, 2002.
What Is Corporate
Governance?
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“Corporate governance is the
system by which companies are
directed and controlled…..”
Sir Adrian Cadbury, UK, 1992
Shareowners
Regularly report to
Directors
Managers
Oversee
Aligning Corporate, Shareholder,
Public Interests
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“An effective system of corporate
governance must strive to channel the
self-interest of managers, directors and
the advisors upon whom they rely into
alignment with the corporate,
shareholder and public interest.”
Ira Millstein
‘Foundation Of Reform’
“I see corporate governance as a foundation of
reform which strengthens and modernises an
economy…..”
“Without corporate governance reforms the
alternatives would be monopolies…………. “
“ The corporation must be a separate,
autonomous, legal personality with rights, duties
and responsibilities.”
Jesus P. Estanislao, President , Founder
Institute for Corporate Directors in the Philippines
Strong Corporate Governance
Attracts Investors
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Capital will flow elsewhere if:
• a country does not have a reputation for strong
corporate governance practices
• investors are not confident with the level of disclosure
• a country opts for lax accounting and reporting
standards
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No market has a divine right to investors’ capital.
Case study
Case Study Questions
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What corporate governance issues arise
from Abdul’s comments?
How would you rebut these criticisms?
Case Study Issues
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Separation of ownership and control
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Directors’ obligations
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Enforcement procedures
2. Corporate governance
frameworks
Tunisian Manual
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Details here
OECD Principles
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The rights of shareholders and key
ownership functions
The equitable treatment of
shareholders
The role of stakeholders
Disclosure and transparency
The responsibilities of the board
Core Tool: Corporate Governance Progression Matrices for
Listed COs, FOEs, SOEs and FIs
LEVELS
Acceptable
2. Better
3. Desirable
ATTRIBUTES
Commitment to
Good Corporate
Governance
Structure and
Functioning of the
Board of Directors
Control
Environment &
Processes
Transparency and
Disclosure
Treatment of
Minority
Shareholders
PROGRESSION
4. Best
practice
Five key elements to good corporate governance
Case studyControl processes
Good board practices
Disclosure and transparency
Shareholder rights
Commitment
Five Key Elements of Good Corporate Governance
Good board practices
Clearly defined roles and authorities
Duties and responsibilities of directors understood
Board is well structured
Appropriate composition and mix of skills
Appropriate board procedures
Director remuneration in-line with best practice
Board self-evaluation and training conducted
Transparent disclosure
Financial information disclosed
Non-financial information disclosed
Financials prepared according to IFRS
High-quality annual report published
Web-based disclosure
Control environment
Independent audit committee established
Risk- management framework present
Internal control procedures
Internal audit function
Independent external auditor conducts audits
Management information systems established
Compliance function established
Well defined shareholder rights
Minority shareholder rights are formalized
Well-organized general assembly conducted
Policy on related party transactions
Policy on extraordinary transactions
Clearly defined and explicit dividend policy
Board commitment
The board discusses corporate governance issues and has created corporate governance committee
The company has a corporate governance champion
A corporate governance improvement plan has been created
Appropriate resources are committed
Policies and procedures have been formalized and distributed to relevant staff
A corporate governance code has been developed
The company is publicly recognized as a corporate governance leader
Training skills and adult learning
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Why are adults good learners?
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Why are adults bad learners?
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Pragmatic
Goal-oriented
Open-minded
Flexible
Wise
Accomplished
(-)
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Dominating
Impatient
Judgmental
Biased
Defensive
5 Rs: adult learning principles
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Respect
Reason
Roles
Relationships
Rewards
Bloom’s Taxonomy of Educational
Objectives
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2.
3.
4.
5.
6.
KNOWLEDGE
COMPREHENSION
APPLICATION
ANALYS IS
SYNTHESIS
EVALUATION
Self diagnosis
Training delivery
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Opening the training session
Facilitation skills and group
performance
Closing training
Opening the training session
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Principled leadership
Introductions
Orientation
Facilitation skills
Brainstorming
• Demonstration
• Lecture
• Fishbowl
• Readings
• Priority Ranking
• Force Field Analysis
• Role Play
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Facilitation skills
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Trust that adult learners know how to take responsibility for
their own decisions and learning.
Be fair and impartial in the facilitation of assignments,
decision-making, and confrontations. Do not show
favoritism to particular individuals or groups.
Practice open and transparent decision-making and
effective communication, including clear guidance, active
listening, constructive feedback, and visual aids.
Facilitate self-monitoring and evaluation. Adults that
observe meaningful results are more accountable for
progress and more likely to transfer learning to work.
Closing training
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How will you apply what you have learned
to your work?
What results can be expected?
What are the risks? The opportunities?
What factors will help you apply lessons
learned?
What obstacles might you encounter?
What support?
What resources are required?
Training activity
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Codes of ethics
The National Code of Corporate Governance
The reserved powers of a board
Company laws versus voluntary codes
Related party transactions and insider trading
Shareowner rights and agreements
Protecting shareholder rights
The differences between managing and directing
Types of directors
Separating the CEO and the Chairman
Independent directors
Directors duties
Board size and composition
Director selection
The role of board committees
Remuneration of directors
Removing a director
Board evaluation
Managing board conflict
Planning and leading change
Change leadership model
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Establishing a sense of urgency
Creating a change program team
Developing a vision and strategy
Communicating the changed vision
Empowerment within the company
Generating short term wins
Consolidating gains and producing more
change
Anchoring new approaches in the culture
Common errors when leading
change
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Allowing too much complacency
Failing to create a sufficiently powerful guiding
coalition
Underestimating the power of vision
Under communicating the vision
Permitting obstacles to block the new vision
Failing to create short-term wins
Declaring victory too soon
Neglecting to anchor changes firmly in the
corporate culture
Change leadership questions
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How will you establish a sense of urgency?
How will a change program team be established?
How will a vision and strategy for the change
program be developed?
How will the change program vision be
communicated?
How will empowerment issues within the
company be identified and managed?
What short-term wins can be anticipated?
How will the gains be consolidated and anchored
into the company culture?
IFC Company paradigm
• Listed companies
• Founder / Family owned (unlisted
companies)
• State owned enterprises
• Privatised transition economy
companies
Questions
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What do you want to do?
Why do you want to do it? (What is
the problem?)
Who wins?
Who loses?
Who is involved?
Elements of successful Director Training
Organisations
1. Understanding the market and using
appropriate market segmentation
2. Having a formal and realistic strategy in
place
3. Having a realistic and sustainable financial
plan
4. Employing professional management,
administrative and support staff
5. Not employing dedicated, full time,
permanent trainers
6. Contracting part time trainers and
paying them at professional rates
7. Developing a coherent portfolio of
courses
8. Running courses on a regular basis
9. Running in-company courses
10. Maintaining regular involvement of
members in special events
Group Activities
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Group1:
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Group 2:
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Group 3: