material elaborado para utilização exclusiva nos cursos do ibgc. leonardo viegas...

Material elaborado para utilização exclusiva nos cursos do IBGC.

Leonardo [email protected]

Cairo, May 4, 2009

Training Directors

- The Brazilian experience -


Agenda

TRAINING DIRECTORS: THE BRAZILIAN EXPERIENCE

Target audience

Design of training courses

Successes and failures of initial training courses

Challenges faced in delivering training programs

Range of training programs offered

Cost and revenues generated by training programs

Role of the IBGC board’s training committee.


Target Audience

o Different audience than in MBA and Law Schools

o Non-listed as well as listed companies

o All corporate governance players• Shareowners/shareholders• Heirs/successors• Directors • Retiring executives• Pension fund analysts• Auditors

o Varied age groups and backgrounds.

EARLY CHOICES


Design of Training Courses

o Practical, case-based classroom discussions

o Teaching by CG practitioners for enhanced credibility

o Volunteer lecturers and borrowed classrooms in the beginning

o No foreign jargon and slogans

o Punctuality and dress code as in boardroom practice

o Independence through financial sustainability.

STRATEGIES FOR AN UNIQUE SELLING PROPOSITION

Material elaborado para utilização exclusiva nos cursos do IBGC. 5

WHAT IS CORPORATE GOVERNANCE?

(example of a practical approach)


Empresário

FinanceMarketing Operations

Command and control management

The Boss

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Board of Directors Fiscal Council

Owners

CEO

FinanceMarketing Operations

IndependentAuditors

Corporate Governance x Management

“Management”

“Governance”

CEO

Committees


Successes and failures

FAILURES o Direct mailing not effectiveo Very few students in first yearo Patchwork of lectures, no common messageo Occasional conflicts of interesto Mixed results of volunteer contributions (no free lunch).

8

SUCCESSES

o Personal commitment of well-known business leaderso Synergies with other IBGC eventso The IBGC Code of Best Practices (1999) and the OECD Principles (2000)o Launch of the Novo Mercado (a new stock exchange listing) in 2001o The 2003 Latam ToT program (GCGF/CIPE and Yale University)o The 2009 CG Board Leadership Resources Kit.


Challenges faced in delivering training programs

o Focus on governance, not on management issues

o Implementation of a no-soliciting policy for teachers

o Lack of communication skills by some teachers

o Updating course content and format

o No debate of political issues and public governance

o Promotion of in-company programs.

9


Code of conduct for members


Range of training programs offered

Course Hours Price US$ US$/h

Director training 72 5.545 77

Family companies 24 1.659 69

Financial control 16 1.091 68

CG Tools 16 1.091 68

Code of best practices 16 1.227 77

Board Case (role play) 14 2.205 157

Advanced course 24 1.932 80

In-company courses: US$ 818/hour plus expense

Total of 4.500 students since 1998


Director course

26 editions since 199860% of course revenues in 200872 hours (8 days) over 4 months

Average student age: 49

IBGC accreditation

Program launched in March 2009


IBGC Members and students

Student average age:

Director course 49

Other courses ~ 45

Occupation:

Owner/Director 20%

C-level executive 38%

Other 42%


Training of Trainers in IBGC classroom


New Headquarters in 2008

350 sq. mts. Library

1 boardroom 1 classroom/ meeting room

More comfort for members Own classoom

More committee members More comfortable and

pleasant workplace


Cost and revenues generated by training programs

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Revenues US$ 2000 2001 2002 2003 2004 2005 2006 2007 2008

Membership fees 35.639 47.017 78.681 127.502 154.291 266.842 333.941 458.861 555.966

Monthly events 13.059 13.900 17.278 38.224 72.263 51.380 69.415 73.934 68.799

Course fees 172.661 184.162 210.170 281.016 420.685 501.307 565.165 972.267 1.364.376

Annual Congress 57.850 57.665 82.142 117.741 117.185 160.827 219.360 384.406 317.504

Sponsors 20.227 24.773 55.412 57.509 116.665 271.444 284.448 95.688 152.020

Total IBGC revenues 299.437 327.517 443.684 621.991 881.090 1.251.801 1.472.330 1.985.155 2.458.665

Course fees in % 58% 56% 47% 45% 48% 40% 38% 49% 55%


Role of the IBGC training committee

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o Initially operational, now “consulting board” role

o All-volunteer members

o Evaluation of current course offerings

o Benchmarking of local and international initiatives

o A channel for IBGC member engagement

o Recommendations of new programs and contents.


QUESTIONS ?


Protection of minority

shareholders

A management

tool

Business ethics

Conflict of agency

New stock exchange

listing rules

Sarbanes-Oxley act

A new control system (IFRS)

Corporate

Governance

What is Corporate Governance?

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Brazilian Institute of Corporate Governance

Non-governmental organization

Not-for-profit

Founded in 1995

Dedicated to the development and promotion of Corporate Governance in Brazil

Headquartered in São Paulo, with chapters in PR, RJ and RS


1999 2001 2004

Code of Best Corporate Governance Practices


Events

Monthly breakfasts and luncheons SP – 756 people (8 meetings + annual awards) PR – 292 people (6 meetings) Rio – 280 people (4 meetings) South – 171 people (6 meetings)

Forum of Debates (SP) 4 meetings 131 members


Annual Conferences


Theme Agenda

2004 - Brazilian Corporate Governance Model

2005 – The Stakeholders’ View

2006 – Board Effectiveness

2007 – Sustainability and Governance

2008 – Ownership Structures


Surveys and publications


Research and Knowledge Center

English version of the book “Corporate Governance at Family Companies – Highlights in Brazil” (hard copy in 2008)

ISE/Bovespa Board compensation and structure Assessment of board members and boards Privately-held family companies Sustainability Examination Guide Corporate Governance at Swedish multinational

subsidiaries in Brazil Valor Econômico – Special Section on Corporate

Governance


Annual Awards

2006 2005

2004


Publications by committees


Policy paper

“The board members’ independence – Best Practices and Article 118 of Corporate Law”

The need to align paragraphs 8 and 9 of Article 118 to good corporate governance practices, enabling the board of directors to remain independent


2002 -2008 Strategic Planning

Project Actions Status

Department of studies and development of ideas

Center for Research and Knowledge, Governance

Sections, SurveysImplemented

Assessment system for corporate governance practices

The IBGC Corporate Governance Award

Implemented

Educational program on corporate governance

A diversity of Courses Implemented

Debates with quality partnerships

Debate Forum and non-academic partnerships

Implemented

Efficient information technologyInternal technology updated,

new websiteImplemented

Internal committees with intensive member participation

Membership Committees Implemented

Library, auditorium, meeting rooms, and rooms equipped with

audio-visual resources

Expansion of headquarters on the 19th floor

Implemented


2007 -2012 Strategic Planning

Project Recommendations Status

Certification system for board members

Creation of a structure to enable certification, and redesign of

board member database Project approved by the board

Structure of distance-learning courses

Development of a web-based (e-learning) pilot, hiring specialized

providersProject approved by the board

Differentiated levels of Corporate Governance at privately-held companies;

Guide to privately-held companies, course, research,

creation of a specific committeeProject approved by the board

Identifying opportunities and seeking to influence ongoing

legislation

Legislative lobbying group (LLG), hiring specialized outsourced

companyProject approved by the board

Extensive communications plan

New websites, new newsletter, new media service,

communications and public relations

Implemented


To be a reference in Corporate Governance, contributing to a sustainable corporate performance, and influencing society agents toward greater transparency, justice, and responsibility.

IBGC’s Purpose

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Documents

ibgc events o

ibgc classroom slide

format o

beginning o

effective o

o launch

ibgc members

ibgc training committee