• 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

o Organisation Culture

o Corporate Governance and its purpose

o Key people who set the tone

o Board’s role in Corporate Culture

Singapore Code of Corporate Governance (CG)

o Development in the CG Code and Ecosystem

o Regulatory requirements and framework

o “Comply or Explain” regime

o Who is responsible for CG

Board Matters in CG

o Roles, responsibility, composition, diversity and renewal

Stakeholders Management

o Stakeholders Meetings

o 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:

o Material Information

o Material Thresholds for Acquisition and Disposal Transactions

o Interested Person Transactions

o Employee Share Option Scheme and Share Scheme

o Dividend Payout

o Fundraising

o Share Buyback

o 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

• Enron: The Fraud that Woke the World

• Lehman Brothers: The World’s Largest Bankruptcy

• 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

o Board roles in Risk Management and Internal Control

o Whistleblowing policies and best practises

• Internal Audit

o Statutory and regulatory requirements

o Board role in Internal Audit

• Board role in Internal Audit

o Statutory and regulatory requirements

o 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

Keynote presentation: Enhancing 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

• Discharging the Board’s Value Creation Role

Mastering 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

• Specific example of an industry, country, company strategy : EVs

• Leveraging technology for performance measure and monitoring

Strategic Stakeholder Engagement for Board Excellence

• 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

• 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 

• Financial reviews  

• Internal control reviews (operation, financial and technology) 

• Trends and developments that the audit committee need to be aware of 

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