Riyadh + Online | Board of Directors and Committees Secretaries Course

Training Program | Secretaries of Boards of Directors and Committees Program fee: The program is presented by the consultant and corporate governance expert | Mr. Faisal Al-Nufai - Master’s degree in Economics from Western Illinois University, USA, in 2010 - Bachelor’s degree in Law - Over 20 years of practical experience, including 12 years in corporate governance and secretarial work for boards and committees in major banks and listed companies in the Saudi market - Member of the British Institute of Corporate Governance (ICSA) - Member of the American Society for Corporate Governance Program Objective: The program aims to refine the talents and capabilities of secretaries of boards and equip them with the tools, knowledge, and experience needed in their field, benefiting from the trainer’s extensive experience in this domain in major Saudi listed companies and banks. Target Audience: - Secretaries of Boards of Directors - Secretaries of Authorities and Committees - Employees working in board and committee secretariats - Corporate governance officers - Legal professionals and those wishing to enter the field of secretaries of boards and committees Course Features: - Trainees receive printed educational material on the first day - Certified certificate from the General Organization for Technical and Vocational Training - A WhatsApp group will be created and will continue after the course for questions and consultations - Trainees will be added to a dedicated LinkedIn platform supervised by the trainer, exclusive to course participants Training Program Topics: 1. Introduction to the role and duties of the secretary 2. Historical overview of the development of the secretary profession 3. The importance of the board secretary position and its relation to governance 4. Professional ethics 5. Qualities that a board secretary should possess 6. General rules 7. Roles and responsibilities performed by the secretary / board secretary 8. About the trainer, when they started, and how they developed 9. The trainer as a legal document with a special nature 10. Who has the right to access the minutes? When and how? 11. Agenda and best practices in its preparation 12. Drafting the agenda in Arabic 13. Drafting the agenda in English 14. Minutes of Meeting (MoM) - Definition, types, purposes, and importance - Important elements (Minutes Checklist) - Significant facts during the meeting that should be recorded - Methods of writing minutes with sample formats - Content control and review of draft minutes 15. Retention of minutes and attachments, and legal responsibility towards them 16. Drafting minutes in Arabic 17. Drafting minutes in English 18. Scheduling meetings and routine agendas 19. Secretariat procedures manual, its importance, and best practices 20. Attachments of meetings and their importance as an integral part of the minutes 21. Use of board management software and applications 22. Boardroom meetings 23. When are board/committee decisions needed? 24. Validity of board decisions 25. Issuing decisions on urgent matters (Circulation) 26. Proxy in board meetings 27. Calculating quorum for meetings and best practices 28. Calculating quorum for decisions during meetings and best practices 29. Calculating quorum for decisions via circulation and best practices 30. Board report 31. General assemblies — types and responsibilities 32. Calling for general assemblies 33. Managing general assemblies and shareholder affairs 34. Proxy in general assembly meetings 35. Minutes of general assemblies and methods of writing them 36. Board of Directors: legal responsibilities and powers - Introduction to the board, responsibilities, distribution of powers and authorities - Membership qualities, general rules for forming the board, independence of members and committees - Minutes of board meetings - Governance of the board and its committees 37. Important regulations and policies related to the board 38. Nomination governance and elections of the board 39. Training and evaluation of board members and committees, succession plans 40. How to prepare the Board Contractual Agreement and its importance 41. How to prepare the Board Induction Program 42. Transparency, disclosure, and best practices 43. Conflict of interest governance and related-party transactions involving the board 44. Insider trading governance based on inside information 45. Holding company and subsidiary company 46. Subsidiary governance 47. Administrative committees governance 48. Authority matrix and the principle of separation of duties 49. Powers of Attorney (PoA) and ways to reduce their need 50. Tort liability of board members 51. Directors and Officers (D&O) Insurance 52. Skills for dealing with board members and major shareholders 53. Important tips when dealing with board members 54. The suitability and future of secretaries of boards and committees 55. Various scenarios and case studies