bds

Board Of Directors Series Program (BDS)-Run 8 Part 1

On December 26-27, 2021, the Yemeni Institute of Directors (YIoD), one of the entities of the Yemeni Business Club (YBC) in cooperation with the International Finance Corporation (IFC), implemented the first part of the eighth run of the Board Member Series program (BDS) for board members of a number of representatives of private sector companies and banks. The part gave the general introduction to corporate governance, the forms and composition of boards of directors, methods of evaluating the board, its most important roles and tasks, in addition to the internal and external frameworks of governance.

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YSMEs 25 Project-Diagnostic Tools for Governance of Small and Medium Enterprises

The Yemeni Institute of Directors (YIoD), one of the Yemeni Business Club (YBC) entities  in cooperation with the International Finance Corporation (IFC), concluded on Thursday, August 9, 2018, the second training program in the Yemen SMEs 25 project entitled “Diagnostic Tools for Governance of Small and Medium Enterprises” targeting the corporate decision makers from senior management in eligible companies, with the aim of preparing the final corporate governance plan.

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Principles of corporate governance program

  • This program provides information about the most important business and concepts, a major area of corporate governance, increasing the effectiveness of the role of the board of directors in oversight and effective strategic direction for work, improving investment, investing, and investing in investment.

Target group:

Members of boards of directors and general managers in the following sectors:

– Big companies

– Financial banks

– Accounting and auditing firms

– Mixed sector companies

– Civil society organizations

2 days

600$

Businessman analyzing a wall with many financial charts and reports, he is underlining text with a marker

Principles of corporate governance program

  • This program provides information about the most important business and concepts, a major area of corporate governance, increasing the effectiveness of the role of the board of directors in oversight and effective strategic direction for work, improving investment, investing, and investing in investment.

Target group:

Members of boards of directors and general managers in the following sectors:

– Big companies

– Financial banks

– Accounting and auditing firms

– Mixed sector companies

– Civil society organizations

2 days

600$

Businessman analyzing a wall with many financial charts and reports, he is underlining text with a marker

Board Evaluation

An effective board of directors must monitor itself to stand up to its level of performance, which helps it establish a culture of evaluation and accountability with the aim of development and improvement, and it is worth noting that in the various guidelines related to governance it is expressly stated that the performance of each member of the board as well as the general performance of the board must be evaluated. The different roles of the council chairman, its committees and the secretary should be evaluated, as the periodic evaluation is an effective tool that contributes to enhancing the effectiveness of the council and enables it to prepare improvement plans in light of its needs.

In particular, evaluation helps in achieving the following objectives:

  1. Identify strengths and weaknesses and recommendations on strengthening strengths and improving weaknesses.
  2. Arranging activities and improvement steps according to priority and understanding the Council’s needs in terms of knowledge, experience and training.
  3. Educating council members and establishing professional ethics and a culture of accountability.
Businessman analyzing a wall with many financial charts and reports, he is underlining text with a marker

Gap Analysis and Diagnosis of corporate governance practices

They are the tools and means used to know where the company is now? Where is the position that you want to reach?

At its core are two questions: “Where are we?” Where do we want to be?

As we were able to measure best practices in the various main dimensions of governance and to develop a plan to improve the performance of corporate governance internally and aim to measure:

  • Commitment to Corporate Governance: In it, issues related to corporate governance are examined and the extent of the company’s commitment to corporate governance is demonstrated, as well as approved / published policies, procedures, or guidelines in the field of corporate governance, and whether companies disclose to shareholders and stakeholders information that shows their commitment to corporate governance.
  • Administrative control environment: In this dimension, the control environment in the company is diagnosed and the extent of the existence of the risk management framework / structure and is it working effectively, the existence of internal control frameworks and internal auditing and are they in place and working effectively, the existence of an independent external auditor, the presence of the tasks of planning and following up the work organized Well understood and effective (eg strategic planning, budgeting, performance monitoring).

• Relationships of shareholders and stakeholders: in which a diagnosis is made to the extent to which all shareholders are protected and treated equally, the existence of a well-organized general assembly, the existence of policies for transactions.

Businessman analyzing a wall with many financial charts and reports, he is underlining text with a marker

Building the governance guide (the general framework)

This guide aims to define the responsibilities of the Board of Directors and its various committees, support the transparency of ownership, enhance the effectiveness of accounting, auditing and control, protect the rights of shareholders and fair treatment for them, and establish a culture of commitment and principles of honesty and integrity for all company employees.

Considering that good governance is an indispensable element for managing the risks that the company may face and protecting the rights of policyholders and other stakeholders, therefore all employees of the company must abide by what is stated in it, and act in all its provisions in letter and spirit, and harmonize their work in accordance with the system stated in it, and refer to it in All their relationships with each other.

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Building the Board Charter

It includes (a frame of reference for membership and the selection of independent members of the board of directors – the methodology for forming the committees of the board and their mechanism of work and powers – preparing a schedule of remuneration and compensation for the board of directors and its committees – preparing a policy for the work procedures of the board of directors – preparing a policy for evaluating the board of directors).

The charter aims to define the roles, responsibilities, and work procedures of the board, and clarify the duties of each of the chairman and members of the board and the secretary in accordance with the articles of association, the Commercial Companies Law, and the best corporate governance practices approved by the International Finance Corporation (IFC), in order to activate the role of the Board of Directors, to enhance the efficiency of management In the company, regulating the relationship between the board of directors and the shareholders on the one hand, and the relationship between the board of directors and the executive management on the other hand; To facilitate the decision-making process in the company, to give transparency and credibility to these decisions, and to protect the rights of shareholders and stakeholders.

Businessman analyzing a wall with many financial charts and reports, he is underlining text with a marker

Building a guide on disclosure and transparency rules

Disclosure is following a policy of full clarity and showing all the facts, financial and non-financial information, and material events of interest to shareholders, investors, policyholders, various interested parties, the relationship and parties to the investment community, and the disclosure is done on a periodic basis (specific financial periods) or immediately when something happens, until The information is available at the same time to all concerned parties, so that one party does not exploit the information by other parties, and transparency in its broad sense includes providing an environment that allows all the information or data to facilitate decision-making.

The guide includes (preparing a guide for disclosure and transparency rules – preparing and approving a policy for disclosure of transactions with stakeholders – preparing and approving a disclosure policy for conflicts of interest).

Businessman analyzing a wall with many financial charts and reports, he is underlining text with a marker

Building a code of ethical conduct and reporting policy on unethical practices

Continuing to achieve success and maintain high levels of growth requires preserving a good reputation, building trust between the company and the public, and working with credibility, honesty, fairness and internal and external cooperation with customers, shareholders and success partners.

The issuance of the Company’s Code of Ethical Conduct confirms that those in charge of the company strive to go beyond compliance with laws and supervisory instructions, which is adherence to the rules of honesty and integrity, principles of justice and standards of professional and ethical behavior.