Paper 16: Boardroom dynamics

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About Course

The Professional courses are administered at Foundation, Intermediate and Advanced Levels. Each level requires an average of one year, though candidates are advised to provide for an additional one year to meet requirements for internship/ practical experience.

A student must book for a minimum of three papers in a level in any order unless is exempted or has credits.

This course is aimed at persons who wish to qualify and work or practice as corporate secretaries, policy formulators, and consultants in governance, governance and compliance auditors and administrators at county and national levels and in the private sector.

Course Content

The emergence of boardroom dynamics in corporate governance
1.1    Defining boardroom dynamics 1.2    The evolving focus on corporate governance 1.3    The three phases of board evolution 1.3.1    Ceremonial board 1.3.2    Liberated board 1.3.3    Progressive board 1.4    Building blocks of a progressive board 1.4.1    Group dynamics 1.4.2    Information Architecture 1.4.3    Focus on substantive issues 1.5    Impact of boardroom dynamics on organisational performance 1.6    Interest in human factors (human resources, management of talent, organisational culture, politics etc.) 1.7    Shifts in approaches to leadership 1.8    Focus on ethics  1.9    A broader model for corporate governance 1.10    Organisational failures and impacts on boardroom dynamics 1.11    Role of the corporate secretary in Board room dynamics

  • Defining Boardroom Dynamics Part 1
  • Defining Boardroom Dynamics Part 2

Evolution of Codes of Corporate Governance
2.1    Evolution of codes - global trends 2.2    Incorporation of boardroom dynamics in codes of corporate governance 2.3    Impact of codes of governance on board culture, behaviors and effectiveness 2.4    Evaluating human capital 2.5    Self-regulation in corporate governance  

Governance Structures
3.1    Governance theories related to board structure 3.2    Board Structures: Unitary and two tier Boards  3.3    Components of governance structures 3.4    Board size 3.5    Committee structure 3.6    Director considerations 3.7    Best practices when creating and implementing governance structures 3.8    Evaluating governance structures in organisations

Skills, Competencies and Diversity of the Board
4.1    Human capital aspects of the board 4.1.1    Director competencies 4.1.2    Director skills and experience 4.1.3    Evaluating individual board members 4.2    Personal characteristics of the board. 4.3    Defining and understanding the measuring of diversity 4.4    Types of diversity 4.5    Areas of diversity and their relationship to boards 4.6    Diversity thinking in a boardroom setting

Understanding Boardroom Dynamics
5.1    Psychology of the board 5.1.1    The importance of board dynamics relative to board structure, demographics and attributes. 5.1.2    Psychological theories underpinning board dynamics 5.1.3    Characteristics of boards and board meetings 5.1.4    Board team processes 5.1.5    Board team outcomes 5.2    Individual and team resilience 5.3    Well- being and resilience of the board 5.4    Developing behavioral agility

Board Decision Making
6.1    Decision making as a core competence of a board 6.2    Evidence-based decision making 6.3    Cognitive bias 6.4    Individual differences in relation to decision making 6.5    Decision making tools 6.6    Board team decision making: Key factors and tools 

Stakeholder Conversations
7.1    Developing dialogue over debate 7.2    Building trust through adult/adult conversations 7.3    The systems inside the board 7.4    The systems outside the board 7.5    Emotional intelligence as a core board competence 7.6    Managing conflict 7.7    Stakeholder communication 

Culture in the Boardroom
8.1    Governance and culture 8.2    Defining board culture 8.3    Board culture dynamics 8.4    Application of Schein’s Three Levels of Culture model 8.5    Company culture 8.6    Country culture - Hofstede’s Cultural Dimensions

Board Diversity
9.1 Understanding diversity 9.2 Types of Diversity 9.3 Influences of board diversity (culture, law 9.4 Promoting diversity within the board

The Effect of Meeting Design on Boardroom Dynamics
10.1    Introduction to meeting design 10.2    Design of board meetings 10.3    Physical characteristics 10.4    Attendee characteristics 10.5    Trends in technology 10.6    Use of virtual boards for remote teams 10.7    Face-to-face versus virtual/audio interaction

The Role of the Governance Professional in Influencing the Boardroom Dynamics
11.1    The 21st Century governance professional 11.2    The strategic role of the corporate secretary  11.3    Application of theory 11.4    Influencing dynamics in a positive way 11.5    Leadership influence 11.6    Ethical dilemmas

Effective Talent Management
12.1    Board talent management overview 12.2    Skills and competencies of board members 12.3    Recruitment of board members 12.4    Introduction of board members 12.5    Board learning and development 12.6    Performance management of board members 12.7    The role of the corporate secretary/ governance professional in effective talent management 12.8    Ethical dilemmas in relation to managing talent

Board Evaluation
13.1    Methods and processes options of board evaluation 13.2    Evaluating director personal characteristics 13.3    Evaluating board dynamics 13.4    The corporate secretary as a board consultant

Power and Politics in Organisations
14.1    The art and science of power in organisations  14.2    Sources of power in organiSations  14.3    Power and influence. 14.4    Managing change through power. 14.5    Leading with power.

Contemporary Issues and Case Studies in Boardroom Dynamics

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