PART A - Introduction

• What is a board?
• What are the roles of the various officers?
• What information should the board receive?
• What does an effective meeting look like?

PART B - Board Dynamics

• Video on boardroom dynamics
• The Dynamics Matrix
• What governance codes have to say about board meetings

Summary

Part A is an introductory session describing the workings of the board room; the role of the Chair, CEO, Company Secretary; what papers are expected and how the agenda should reflect and facilitate the board's oversight role.

In Part B, boardroom dynamics explores the different types of collective board behaviour (the poor and the good). The session examines 'collegiate' and 'stretching' boardrooms and considers the extremes: toxic / conflicting to non-engagement.

• Board member competences and skills
• The role of non-executive and executive directors
• The role of committees

Summary

An exploration of the attributes and requirements of an effective board member and revisiting (in more detail) the roles and responsibilities of board members, particularly the difference between executive and non-executive directors.

• Four types of collective board behaviour
• Dysfunctional individual behaviours

Summary

We consider four types of collective board behaviour based around levels of knowledge and activity: Complacent, Busy Fools, Wilfully Blind, Procrastinating. We then move on to individual boardroom behaviours, considering four types of dysfunctional behaviour with a deep dive into each area, looking at specific examples: Group Think, Conflict, Operational and Passive.

• Examples of boardroom failures
• Refresher on boardroom resources, dynamics and skills
• Establishing a methodology to identify and respond to poor behaviour

Summary

Board failures and the types of board we can now analyse corporate failures based on the methodology of considering: (a) board meeting resources; (b) boardroom dynamics; (c) board member skills; (d) collective board behaviour; and (e) individual board behaviour. We will consider an identification checklist and suggestions for dealing with poor boardroom behaviour.

• Who are stakeholders' and why are they important?
• The interaction between CSR and ESG
• Shareholder vs stakeholder primacy (and the concept of enlightened shareholder value)
• Ethical sustainable development

Summary

We will consider the role of corporate stakeholders (beyond shareholders) and how stakeholder interests are driving the CSR and developing ESG agenda.

• Corporate disasters from an ethical perspective
• What does ethical decision-making' mean?
• The role of equality, diversity and inclusion (EDI)

Summary

We will explore governance through the lens of ethics in the context of corporate disasters, and explain the consequential social and environmental impact. We will consider what ethical decision-making means and the role of EDI.

• Who is a director?
• What is expected?
• Questions to ask
• Purpose-led businesses

Summary

We will consider the role of director of a company, where it came from, the meaning of fiduciary duties and what they entail, and the ultimate aims and responsibilities of directorship. We will briefly consider purpose-led businesses and how (if) this changes a director's role.

• The purpose of board papers
• Writing for your audience
• Techniques for writing a 'good' paper
• The role of committees

Summary

A board is only as good as the information it receives and on which it makes its decisions. Board members should review and challenge the quality of the material they receive. We will consider what the papers sent to the board are intended to do and how the effective board interacts with its executive team to ensure authors/sponsors of board papers are clear about what is expected.

A summary module to bring together elements of board behaviour, ethics and decision making by way of an integrated case study.