Secretaries of Boards of Directors and Committees
Overview:
Introduction
The course aims to hone the talents and capabilities of council secretaries and provide them with the tools, knowledge and expertise they need in their field of work.
Targeted Audience
- Board of Directors Trustees
- Secretaries of bodies and committees
- Workers in the field of council secretariats
Course Outline
Unit 1:
- Definition of the job and role of the secretary.
- A historical presentation on the evolution of the secretary's profession.
- The importance of the position of the Secretary of the Board of Directors and its connection to governance.
- Qualities that the Secretary of the Board of Directors should possess.
- General rules.
- The roles and duties of the Secretary of the Board of Directors.
- The history of minutes, when they began and how they developed.
- Minutes as legal documents of a special nature.
- Who is entitled to see the minutes? when and how?
Unit 2:
- The history of minutes, when they began and how they developed.
- Minutes as legal documents of a special nature.
- Who is entitled to see the minutes? when and how?
- Agenda and best practices in its preparation.
- Drafting the agenda in Arabic.
- Drafting the agenda in English.
- Minutes of Meeting (MoM).
- Definition, types, purposes and importance.
- Its important elements are Minutes Checklist.
- Important facts during the meeting that should be written down.
- Methodology for writing records with models for writing records.
- Controlling the content and reviewing the draft minutes.
- Retention of the minutes and their attachments and the legal responsibility towards them.
- Drafting records in Arabic.
- Drafting of records in English.
- Schedule meetings and routine agenda.
Unit 3:
- Secretariat's work procedures guide, its importance and best practices.
- Meeting attachments and their importance as an integral part of the meeting minutes.
- Use of board programs and applications.
- Boardroom meetings.
- When do we need council/committee decisions?
- Validity of the decisions of the Board of Directors.
- Issuing decisions in urgent matters (circulation)
- Deputizing in meetings of the Board of Directors Proxy.
- Calculating the quorum in Board meetings and best practices.
- Calculation of the quorum in the decisions of the Board during the meeting and best practices.
- Calculating the quorum in Council decisions by passing and best practices.
- Board report.
- General associations - types and terms of reference.
- Calling for general assemblies.
- Management of public associations.
- Deputizing in meetings of general assemblies Proxy.
- Minutes of associations and methods of writing them.
Unit 4:
- The Board of Directors, its legal responsibilities, and its powers:
- Introducing the Board of Directors, its responsibilities and the distribution of competencies and powers.
- Membership characteristics, general rules regarding the formation of the Board of Directors and the independence of its members, the Board and its committees.
- Board meeting minutes.
- Governance of the Board of Directors and its committees.
- Important regulations and policies of the Board of Directors.
- Governance of candidacy and council elections.
- Evaluation processes for the Board of Directors and its committees and replacement plans.
- How to prepare the Board Contractual Agreement and its importance.
- How to prepare the Board Induction Program for members.
- Transparency, disclosure and best practices
- Governance of conflict of interest and related party operations of the Board of Directors.
- Insider trading governance.
Unit 5:
- The holding company and subsidiary company.
- Subsidiary company governance.
- Governance of administrative committees.
- Matrix of powers and the principle of separation of duties.
- Agencies Powers of Attorney (PoA) and how to reduce the need for them.
- The tort liability of the members of the Board of Directors The Tort.
- Directors and Officers (D&O) Liability Insurance.
- Skills of dealing with members of the Board of Directors and major shareholders.
- Important tips when dealing with board members.
- Various scenarios and case studies