IFC Nominee Directors Training and 11 th Annual Network Meeting Washington, DC I IFC Auditorium I November 24-25, 2014

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1 Time Session Title 8:00 8:30 Registration / Light Breakfast (IFC Lobby and Auditorium Foyer) DAY 1 8:30 9:00 Welcome words and introductions 9:00 9:15 Session 1: Introducing Corporate Governance Tab 1 Defining corporate governance The value proposition of corporate governance Shaping factors of corporate governance Corporate governance systems 9:15 10:45 Session 2: The Role and Functioning of the Board Tab 2 10:45 11:00 Coffee Break Board and strategy Sustainability agenda Relations with management Board composition Board committees Board processes Board evaluation Case 1: Banco Navarra I Board Conflict Over Strategy 11:00 12:00 Panel Discussion: IFC Senior Management s Perspectives on Nominee Directorships Panel members global industry directors Alzbeta Klein, Marcos Brujis, Bernard Sheahan, Atul Mehta Moderated by Morgan Landy 12:00 13:00 Session 3: The Role of the Director Tab 3 13:00 14:00 Lunch Director duties and responsibilities Director leadership skills Case 2: Banco Navarra II What is My Role on the Board?

2 14:00 15:15 Session 4: The Board s Role and Responsibilities over the Control Environment Tab 4 Review of the key responsibilities of the Board - the direct links to the IC System & IA function Analyze the internal control system s definition, objectives and elements Distinguish IC System from the IA Function Analyze the internal audit function s definition, organization and structure Overview of External Audit and Compliance Audit Committee role, responsibilities and detailed duties Case 3: Banco Navarra III What is the Role of the Audit Committee? 15:15 16:00 Session 5: The Governance of Risk Management Tab 5 Risk Culture and Risk Appetite Overview of the governance of risk management Board-level risk management committee Conclusion / Lessons 16:00 16:15 Coffee Break 16:15 17:15 Session 6: Recognizing conflicts of interest Tab 6 Structural conflicts of interest for IFC staff Supervision conflict Competition conflict Debt and equity conflict Other partners conflict (AMC, joint directorship right, B lenders) IFC Advisory and consulting for clients 17:15 18:00 Session 7: The Board s Role in Shareholders Rights Tab 7 Shareholder rights overview Conflicts of interest and related party transactions Role Play: Banco Navarra IV Creating a Big Bang or a Big Bust? 18:00 20:00 Cocktail Reception (IFC Atrium)

3 DAY 2 Time Session Title 8:00 9:00 Light Breakfast 9:00 10:00 Panel Discussion 1: Relations between IFC Portfolio Function and Nominee Directors Panel members Portfolio Manager Moderated by Frank Taverner 10:00 10:15 Coffee Break 10:15 11:15 Session 1: Ethics and Compliance from Board s Perspective Tab 8 Case study 1: Empty Promises 11:15 12:15 Panel Discussion 2: IFC s Value-Added Support to Nominees: CG and Advisory Services Panel members Regional Corporate Governance Leads Moderated by Darrin Hartzler 12:15 13:15 Lunch continuation of industry simultaneous sessions 13:15 14:15 Session 2: Acting as a Director Between Board Meetings Tab 9 Pre-board meetings Communication between meetings Case study 2: Emser Depesch (From Nominee Directors Handbook) 14:15 15:15 Panel Discussion 3: Holistic View of Directorships Risk and Sustainability Panel members representatives from E&S, Credit, Legal, Insurance and IDD Moderated by Aftab Ahmed 15:15 15:30 Wrap Up, Closure & Evaluation Forms

4 PRESENTERS Professor Ulrich Steger has worked for the International Institute for Management Development (IMD) in Switzerland in the area of corporate governance, leading IMD's Board Program, and has published extensively on corporate governance, sustainability, management and complexity management. Since 2005 he has co-authored three books on corporate governance, including "Corporate Governance - How to Add Value". In addition, he has also published on crisis management (e.g. "Corporate Diplomacy: The Strategy for a Volatile, Fragmented Business Environment"). His books have been published in German, English, Russian, Japanese and Chinese and his articles have been translated into more than 17 languages. He currently holds Board seats in Germany, Switzerland and Malaysia. He himself is currently strongly engaged in solving corporate crises in three of his directorships. He has worked for IFC in the Nominee Director Training area for the past 7 years. Professor Steger has also worked extensively with IFC's sister organization, the Dutch FMO, on corporate governance and board director workshops for more than 10 years. Philip Armstrong is Senior Advisor, Corporate Governance at IFC. He previously led the Global Corporate Governance Forum which has now been absorbed into IFC s Corporate Governance Group. Philip is a widely acknowledged expert on corporate governance and was closely involved with the internationallyacclaimed King Reports on Corporate Governance in South Africa. He was instrumental in producing the Commonwealth Guidelines on corporate governance and served as an expert resource on corporate governance for the NEPAD initiative in Africa. Phil has had a distinguished and varied career in executive and senior management in a number of South Africa s prominent listed companies and has served with distinction on a number of boards of companies, governing bodies of professional institutions, and policy initiatives in South Africa and globally. He continues to serve on a number of advisory bodies of prominent institutions around the world, including the International Corporate Governance Network (a coalition of investors representing assets under management of some USD18 trillion) and is regularly cited in leading journals and publications for his work on corporate governance. He has received a number awards and accolades internationally, including an honorary doctorate in business administration from the Oxford Brookes University in the UK in recognition for his contributions to corporate governance in emerging markets. He is based in Washington, D.C.

5 Charles (Chuck) Canfield is a Senior Corporate Governance Officer in the Corporate Governance Group at IFC. He has over twenty years of experience in accounting, consulting and law, with eleven years working in the emerging markets of the former Soviet Union and East Asia. With extensive experience advising enterprises on accounting issues, internal control systems and internal audit functions and other issues related to corporate governance, Chuck has also experience as an auditor and tax advisor with international accounting firms as well as legal experience as a corporate and securities attorney. Chuck is a Certified Public Accountant (Illinois) and a Chartered Global Management Accountant (London). He holds a Bachelor of Science in Accounting from Elmhurst College, Chicago, Illinois, and a Juris Doctor with a concentration in International Law from Northwestern University, U.S. He speaks English and advanced Ukrainian and Russian. He is based in Washington, D.C. Davit Karapetyan is the Regional Corporate Governance Lead for Latin America and the Caribbean at IFC. He joined IFC in 1999 and spent six years in Armenia and Russia working as Deputy Project Manager with corporate governance advisory projects. Since 2005 Davit has been part of the IFC Corporate Governance Group supporting IFC s investment operations. Since 2007 Davit has been covering the Latin America and the Caribbean region. In addition, Davit plays a key role in the implementation of IFC s nominee directorship program. Before joining IFC, Davit worked for the National Assembly of Armenia and taught in the School of Law of the Yerevan State University in Armenia from where he has a PhD in Civil Litigation. He is a lawyer educated in Armenia and the United States and speaks Russian and Spanish. He is based in Washington, D.C.