The "Do-Good" Learn-with-Your-Board Packages is design to support Trade Associates and Chambers (TACs) and Charities.

• Regulatory Framework – Directors of Singapore Companies
• Corporate Governance and Control
• Corporate Actions
• Financial Statement Analysis for Directors
• Risk Management and Audit
• Director's Role in Change Management
• Director's Role in Sustainability
• Plenary Masterclass for Directors
• Audit Committee Masterclass
• Nomination and Remuneration Committee Masterclass
• Board Risk Committee Masterclass
  

Expand each module below to find out more!

• Different types of companies under the Companies Act
• Power & Duties of a director
  
• Different Duties for each type of director
  
• Director’s Liabilities
  
• Director’s conduct
  
• Case studies on breach of director’s duties

Introduction to Corporate Governance

• Organisation Culture
• Corporate Governance and its purpose
• Key people who set the tone
• Board’s role in Corporate Culture
  

Singapore Code of Corporate Governance (CG)

• Development in the CG Code and Ecosystem
  
• Regulatory requirements and framework
• “Comply or Explain” regime
• Who is responsible for CG
  

Board Matters in CG

• Roles, responsibility, composition, diversity and renewal
  
• Stakeholders Management
  
• Stakeholders Meetings
• Stakeholders Relation
  

Ecosystem of a Public Company – Working with Professionals

• Role of professionals
• Selection and Assessment of Professionals
• Reliance on Professional’s Report & Opinion
• Role of Artificial Intelligence in Due Diligence
  
  

Directors of SGX-Listed Entities – Ongoing Obligations

• SGX Listing Manual and Catalist Rules – Continuing obligations of directors and listed entities under the SGX Listing Manual and the Catalist Rules: breaches and enforcement
• Securities & Futures Act – Dealing in securities, Insider Trading & Disclosure of interests
  
  

Achieving & Maximising Board Effectiveness

• Board Structure
  
• Board Leadership
  
• Board Meetings
  
• Right of Board Members
  
• Board Governance & Professional Training Development 
  
• Challenges of Board Effectiveness
  
• Implications on Board Effectiveness
  
  

Board Dynamics

• Concepts of classifying companies
  
• Analyse the culture, interactions and behaviors that impact the effectiveness of the board and director, including practices for improving boardroom dynamics
  
• Decision making in the boardroom
  
• Understanding types of conflicts
  
• Managing affective and cognitive conflict
  
• Role of the Chairman in effective Board

• Understand the disclosure of material information and the process and insights on different corporate actions that are available for listed companies.
• Topics include: 
  • Material Information 
    
  • Material Thresholds for Acquisition and Disposal Transactions  
    
  • Interested Person Transactions
    
  • Employee Share Option Scheme and Share Scheme
    
  • Dividend Payout
    
  • Fundraising
    
  • Share Buyback
    
  • General Offers and Takeovers

Purpose and Significance of Financial Statement Analysis in Decision Making 

• Overview of Key Financial Statements: Making the Connections  
  
• Cash Flow Analysis: Profit is an Opinion, Cash is a Fact 
  
• Segment Information for Better Decision Making 
  
• Insight for Directors: Key Audit Matters and Their Relevance to Financial Oversight 
  
  

Key Financial Dynamics 

• Earning Measures: Gross Profit, Operating Profit, EBITDA, EBIT, Income from Continuing Operations, Net Profit After Tax, Normalised Income 
  
• Liquidity versus Borrowings: Evaluating Financial Flexibility and Risk 
  
• Goodwill and Impairment: Challenges in Valuation and Impairment Testing 
  
• Mini Case Studies: Real-World Applications and Implications of Each Topic 
  
  

Tools and Techniques in Financial Statement Analysis 

• Applying DuPont Analysis to Assess Company Performance 
  
• Horizontal and Vertical Analysis 
  
• The Five Building Blocks of Ratio Analysis 
  
• Introduction to Z-Score: Predicting Bankruptcy Risks 

Spotting Red Flags and Financial Irregularities 

• China Evergrande: Business Model and Risk Culture 
  
• Singapore Land Authority: Trust in Procurement is Not a Control 
  
• Hyflux Ltd: Dashed on Rocks of Leverage, Liquidity, Losses, and Lenders           

• Code of Corporate Governance (Principles 9 & 10)
• Composition of the Audit and Risk Committee
  
• Risk Management and Internal Control Framework
  
  • Board roles in Risk Management and Internal Control
  • Whistleblowing policies and best practises
• Internal Audit
  •  Statutory and regulatory requirements
  • Board role in Internal Audit
    
• Board role in Internal Audit
  • Statutory and regulatory requirements
  • Board role in External Audit
    

• Change Management and Business Transformation
• Organisation Readiness
• Change Management Strategies
  
• Change Communication
  
• Director’s in Change Management (Listed Company)

• Sustainability reporting regime 
• Governance Structure and Board Responsibilities on Sustainability matters
  
• Stakeholder Engagement Process 
  
• Incorporation of ESG Risks and Opportunities within the Issuer’s Business and Strategy 
  
• Impact and Importance of Climate Change 
  
• Guidance on Climate Reporting, including Identification of Climate-related Risks and Conduct of Scenario Analysis 
  
• Emerging Trends and Developments in the Sustainability Space 
  
• Other Relevant Aspects of Sustainability, such as Biodiversity, Diversity and Human Rights
  

Board Performance

• Brief Overview of Roles and Responsibilities of the Board, and the Board’s Conformance/Compliance Role and Value Creation/“Performance” Role 
  
• Characteristics of High-Performing Boards
  
• Discharging the Board’s Compliance Role:
  • Ensuring good corporate governance, and effective internal controls and risk management (including whistleblowing policies)
  • Ensuring integrity of financial and non-financial information
    
  • Disclosure of material information/insider trading
    
  • Dealing with conflicts of interest and overseeing related party transactions
    
  • Overseeing bribery, corruption and money laundering risks
• Discharging the Board’s Value Creation Role:
  
  • Strategy
    
  • Diversification
    
  • Disruption
    
  • M&As
    
  • Spinoffs
    
  • ESG
    

Stakeholder Engagement 

• Key stakeholders of the business   
  
• Communication to stakeholders for listed entities  
  
• Understand how businesses and boards are responding to sustainability agenda  
  
• Obligation of the Board’s regarding shareholder rights, corporate reporting and disclosures  
  
• Importance and nature of investors and media relations and how the Board should prepare for and respond to crisis  
  
• Communication on transformation change for agility and sustainability

Corporate Strategies and Tactics

• Introduction to the Corporate Strategy Process in Boards
• Board Calendar, Policy, Process & Performance Measurement milestones
  
• What is Globalization vs Localisation strategies? Vertical vs Horizontal Strategies
  
• Evaluate various business models and their impact on value creation 
  
• Corporate Vision Mission and Values
  
• Diversification and expansion 
  
• Specific example of an industry, country, company strategy : EVs
  
• Leveraging technology for performance measure and monitoring
  
  • Integrating sustainability into strategies
  • Managing Geopolitical risks and storms in corporate strategies

• Understand the role, duties and responsibilities of directors appointed to the Audit Committee
  
• Outline the roles, qualification and function of specialist, internal auditors and external auditors, and how
  they relate to and work with their audit committee 
  
• Effective whistleblowing process 
  
• Fraud detection and deterrence, including key fraud risk in financial reporting 
  
• Trends and developments that the audit committee need to be aware of 
  
• Financial reviews  
  
• Internal control reviews (operation, financial and technology) 

Nominating Committee

• Brief Overview of Rules Relating to the Nominating Committee
  
• Board and Board Committee Composition
  
• Nomination of Directors
  
• Assessing Suitability of Directors
  
• Assessing Independence of Directors
  
• Cessation of Directors
  
• Succession Planning
  
• Board Assessment
  

Remuneration Committee 

• Brief Overview of Rules Relating to the Remuneration Committee
• Key Issues in Setting Remuneration
  
• Issues Relating to Profit-Based Incentive Plans
  
• Long-Term Incentive Plans
• Performance Measures and Targets
  
• Other Considerations in Executive Remuneration (including Risks)
  
• Non-Executive Director Remuneration
  
• Linking ESG to Executive Remuneration

• Role, duties and responsibilities of directors appointed to the Board Risk Committee 
• Nature of risk, risk universe and key risk management concepts and trends that the Board Risk Committee
  need to be aware of 
• Key requirements for adequate and effective risk management and assurance providers in relation to risk
  management 
  
• Key disclosure requirements related to risk management and sustainability reporting 
  
• Cyber risk and cloud technology 
  
• Cybersecurity & Cyber-resilience   
  
• Data governance 
  
• Business continuity plan (eg. Geopolitical Risk, Health Risk) 
  
• Best practices for companies on the Mainboard and Catalist and their differences