The Challenge of the Non-Executive Director

1. Introduction
2. Agenda
3. Speakers

This course will explore the challenges facing the non-executive director (NED) on the Board in dealing with stakeholder, group and personal interests relative to independence issues.

• Shareholder and Stakeholder expectations of the NED

• • Direct stakeholders: Shareholders; investors; employees

  • Indirect stakeholders: Society; government; partners; suppliers, customers and more

  • Shareholder concentration and group interest expectations

  • Shareholder engagement: What is expected?

• Role and responsibilities of the NED in the Regulatory context

• • “Soft Law” & regulatory expectations on NED duties

  • Market Abuse & Insider Trading risks

• Boardroom dynamics – the unique role of the NED

• • Boardroom politics and conduct

  • Boardroom nemesis: Groupthink

  • The non-executive voice in decision taking

  • Standing alone: Acting in the face of doubt

• Split Loyalties – Whose Director are you anyway?

• • Nature of the NED nomination and mandating process

  • Group interest versus company interest

  • Business Line conflicts within the organization

  • Dealing with conflicting expectations

• Complexities, dilemmas and conflicts -  An interactive discussion of experience and solutions

  • Dealing with personalities

  • Them and us: Building trust with the executive

  • Them and us: Conflict Management in the face of group interest

  • Managing conflict of interests

This program will enable participants to:

• Better understand the role and mandate of the NED within the company and towards external, nominating parties

• Understand shareholder and stakeholder expectations of the NED role

• Explore the key loyalties and responsibilities of the NED and how to satisfy them

• Increase awareness to conflict of interest and market abuse risks

• Identify the key qualities and skills required of an effective NED

• Strengthen the ability of the NED to manage shareholder/stakeholder expectations

• Recently appointed / or to be appointed NED

• NED’s holding board mandates in companies with dominant shareholders

• Chairpersons, board members and executives who interact with NEDs and INEDs, and who wish to further develop their understanding of the NED’s role