ILA training program
ILA Bootcamp : Fundamentals of Luxembourg Corporate Governance
The objective of this course is to understand the key roles, duties and liabilities of directors, as well as the Luxembourg legal framework and governance environment.
This course will explore not only the legal and regulatory aspects but will also provide participants with best practices and practical advice. The programme is designed to be highly interactive, and is facilitated by Luxembourg experts.
Benefits and target audience :
An understanding of the key concepts of the Luxembourg legal environment, as well as the role of good governance in achieving effective & value-adding boards
An overview of specific situations in Luxembourg
An opportunity to seek practical advice from our experts
The course is designed for new aspiring directors (executive and non-executive), as well as board members representing employees, senior managers, company secretaries and other professionals interacting with boards who are looking to gain essential understanding of the role of a board and its directors.
Effective Minute Taking / L' art de la prise de notes
This interactive course provides practical guidance on how to overcome most the problems faced by minute takers and to achieve accurate minute taking. Delegates learn not only how to overcome the usual problems faced by minute takers, but also develop a toolkit of personal skills which will boost their confidence in writing accurate minutes.
Whether you are new to your role and have little experience of minute taking at meetings, or you purely want an opportunity to reassess your minute writing skills, this training course will be beneficial to you. The interactive nature of the program will allow you to address our experts directly and also compare your experiences and challenges with others.
As a follow-up of this course, ILA also proposes a new course on how the Chair and the Company Secretary can work together as a team in order to deliver a successful meeting through the 3 following aspects; careful planning (before the meeting), chairing capability (during the meeting) and critical evaluation (after the meeting).
Financial Reporting for Directors / Information comptable et financière pour Administrateurs
The purpose of this specific training is to provide directors with practical knowledge on financial reporting in order to understand how to read and interpret financial reports as an independent director.
This course is dedicated to non-executive directors that do not have a professional accounting background but that would like to acquire insight on how to read and interpret financial statements. To fully benefit from this introductory class, participants are expected to have a basic knowledge of corporate accounting.
This class is not designed for qualified accountants, chief financial officers, controllers and similar professionals dealing with financial figures on a day-to-day basis.
The objective of this course is to offer participants a hands-on experience rather a theoretical class. As such, participants will be provided with multiple real-life financial reports for review, analysis and class discussion.
Practical Company Valuation
Company valuation becomes increasingly important in today’s environment where auditors as well as the CSSF become ever more demanding. Therefore, directors should understand at least basic principles, and be able to correctly document and keep track of valuation parameters across investment projects and across time.
Without getting too technical, this course allow company directors with a non-financial background to:
understand company valuation drivers and principles
ask the right questions when valuations are presented to them, either during M&A buy- or sell transactions, or when asked to sign off on the company’s annual accounts (assuming the company owns unlisted equity investments).
The Essentials Luxembourg
The program is delivered over eight interactive modules which are run by local practitioners and experts. The content involves not only formal presentations, but also case studies based on real-life experience. Each module offers discussion opportunities and sharing of experience with both presenters and other course participants.
Introduction to Luxembourg company law
Director’s duties and liabilities in “Sociétés Anonymes”
Culture and the Boardroom
Elements of accounting for directors
Director’s role and responsibilities in financial sector institutions
Elements of tax law for directors
Code of corporate governance: importance and implementation
The challenge of being an independent director
La gouvernance pratique pour les PME et les entreprises familiales
Les codes de gouvernance d’entreprise sont focalisés sur les problématiques des grandes entreprises ou des entreprises cotées en bourse. Ces entreprises ont typiquement un profil d’actionnaires éclatés. Ces derniers n’ont pas d’accès facile à l’information et ne disposent pas de moyens faciles pour influencer les décisions prises au sein de l’entreprise même
En comparaison, l’entreprise de taille petite ou moyenne (« PME ») typique est une activité dont le propriétaire est aussi dirigeant ou gestionnaire. Il est intégré dans la prise de décision quotidienne en tant que manager, en tant qu’administrateur, ou souvent les deux : l’actionnaire est même un élément clé au bon fonctionnement de l’entreprise. Les problématiques de gouvernance sont souvent plus ancrées dans l’accès à un soutien objectif pour la prise de décision et dans la continuité et valeur pérenne dans l’entreprise.
Cette formation reprend les principes essentiels de la bonne gouvernance et les applique de manière pratique à l’environnement particulier d’une PME dirigée par son propriétaire majoritaire ou d’une entreprise familiale.
Forum for Directors of Luxembourg Credit Institutions
The ILA forum for Directors of Luxembourg Credit Institutions is Luxembourg’s original and leading venue for bank directors and senior executives to discuss pertinent topics for bank boards.
The forum is designed to engage board members and senior executives on corporate governance regulation and the corresponding demands on board transparency, increased director accountability, and increased dialogue with management and regulators.
The Board of Directors must have appropriate knowledge, understanding, and professional experience and, collectively, its members must have a thorough understanding of the bank’s strategy, risks, and of the overall industrial, economic, and regulatory environment.
This Forum is an opportunity for directors to receive an update and exchange on latest developments, including an opportunity to discuss the practical implementation of governance frameworks. In previous years, participants and speakers have included Board Chairs, CEOs, regulators, bank directors and control functions.
Roles & responsibilities of Fund Directors (level 1)
This seminar is organised by the House of Training, in close cooperation with ILA and ALFI. It will allow members of Board of Directors to identify the best governance practices for funds and to identify and manage conflicts of interest. This interactive seminar includes theoretical basics, presentation on the regulatory novelties by professionals and exchange between participants through the resolution of a specific corporate case.
Although corporate governance is at the centre of most topical debates, members of Boards of Directors of companies and collective investment schemes still tend to underestimate the extent of their legal, regulatory and financial responsibilities.
The purpose of this seminar will be to comment on these key issues and to consider possible lines of actions.
The governance of AIF & AIFM
The Members of Boards of Directors of alternative investment funds (AIFs) and Alternative Investment Fund Managers (AIFMs) are finding themselves under increasing scrutiny from investors in AIFs, initiators of AIFs and sponsors or AIFMs, regulators and other stakeholders.
The implementation of the AIFM Directive (AIFMD) substantially raised the bar for AIFMs and the AIFs they manage.
In order to comply with this formal and prescriptive regime, the Boards of AIFMs and of AIFs need to master adequately their organisational models and structures, corporate governance practices, remuneration models, fund documentation, due diligence and oversight practices and many other aspects of operations.
The requirements of the AIFMD have to be reconciled with the realities of the organisation of the group, of each AIFM and of each AIF, often spanning multiple EU and non-EU jurisdictions, and the impact of other EU and non-EU regulations.
In this context, Directors now have to be part lawyer, auditor, regulatory expert, portfolio and risk manager, operational manager and systems technician, among many other things.
The new Sanctions regime
With the transposition of UCITS V into Luxembourg law, significant changes were made to the administrative sanctions regime applying to breaches of the law by funds, their management companies, their service providers and the respective management teams. The list of wrongdoings potentially giving rise to sanctions has been extended and the types of sanctions revisited so as to inflict harm on potential offenders and deter them from committing the same breaches. Reinforced prevention can avert exposure to a sanctions procedure. Should such a procedure be nevertheless launched against you, certain steps need to be undertaken to avoid or reduce as far as possible the sanctions imposed on you and your organisation.
This 3-hour course gives you more insight into the possible infractions under funds laws as well as the organisations and functions which could be subject to a sanctions procedure. It also details the timeline and steps of a regulatory investigation and provides an analysis of the various processes which can trigger a regulatory investigation giving rise to a sanctions procedure. In addition, the course also maps out the process for responding to the regulator in the context of an administrative procedure as well as the various remedies and options available in the case of such a procedure, including various forms of appeal that can be made against an administrative decision.
AML for Fund Directors
The objective of this 4-hour session is to provide Fund Directors and Board members with an understanding of their increasing role, responsibilities and obligations for preventing money laundering and terrorist financing.
Thanks to their professional experience in the Investment Fund Industry, our experts will cover not only the fundamentals of the prevention of money laundering and the regulatory environment from a Luxembourg perspective, but also how to deal in case of suspicion of money laundering or terrorist financing. This training will be interactive and practical examples will be used to enhance the learning.
This course is dedicated to Fund Directors.
Practical governance for subsidiary companies
A subsidiary has, by definition, one shareholder which holds sufficient rights to nominate, directly or indirectly, a majority of the Board of Directors. By extension, this same shareholder can nominate the management of the subsidiary. The major shareholder therefore has bearing on all major decisions pertaining to the subsidiary.
The major shareholder is typically the largest investor in the subsidiary and therefore the most exposed to its risks. However, such a shareholder often sees corporate governance as an obstacle to the integration of the subsidiary’s activities within its group.
A Director of a subsidiary often sees his role reduced to a simple rubber stamp of decisions taken at the shareholder level, or face being removed from the subsidiary Board by the latter.
This workshop identifies the legal responsibilities and obligations of a Director of a subsidiary and how to constructively manage the conflicts arising with the interests of the major shareholder. It also identifies the advantages to the major shareholder of good corporate governance at the subsidiary level as well as some key ideas to assist with designing a governance model which efficiently integrates the economic, legal, financial and commercial relationship between the subsidiary and the overall objectives of the group.
The A-Z of Mergers & Acquisitions
This 1-day course maps the process from A to Z, identifying the key risks at each stage and what strategies and actions can be adopted by seller and buyer to mitigate their respective execution risk and optimize value for their respective shareholders. It identifies the key decisions to be taken typically by the board of directors of a seller and a buyer and what the critical decision criteria should be
Integrity in the Boardroom
Integrity, the respect of a consistent framework of ethical or moral principles based upon a core group of values, needs to be considered by company directors beyond formal codes of conduct and regulations, now more than ever. Moreover, the board’s approach to integrity has to spread outward from the boardroom in order to permeate the whole culture of the organization.
As scandals have decimated share prices and board credibility, integrity has become one of the critical elements of governance that companies are looking to reinforce; beginning at the “top”.
The 2015 OECD report on Corporate Governance suggests corporate leadership is indeed taking integrity more seriously. However, the key question remains: what can we, as directors, do to enhance the role of integrity in the boardroom?
A 2-day interactive programme where participants will be placed in simulated Board meetings for a fictitious operating company in order to identify the impact of human interaction on collective decision making and how to improve the overall Board dynamic.
The Chairman and CEO roles will be played by highly experienced persons exercising these roles in real life, and will give valuable feedback along with the governance expert on the collective dynamic.
Participants will receive a digital Board pack 10 days in advance of the course and, as with any Board meeting in real life, will be expected to prepare for the simulated meetings in their spare time. Participants will not require any technical knowledge to understand the industry in which the fictitious company operates.
Introduction to Digital Business for Directors
The purpose of this specific training is to provide directors with an introduction to how digital technologies (commonly referred to as Industry 4.0 or with industry specific references such as FinTech, RegTech, HealthTech, EdTech, etc.) affect the business model and strategies of a company, to enable them to contribute more effectively to boardroom discussion, and to give guidance for further learning, both self-guided and through further ILA Digital Director courses.
This program will enable participants to understand the impact of digital on business models, start from a position of confidence in discussing digital business in the boardroom, and to be familiar with the key trends in digital innovation facing business today.
Improving Personal Impact in the Boardroom
Board members are typically at a distance from the day to day running of the company. They are expected to interpret summary condensed information in short time frames. The exchange of views, and the taking of decisions takes place in board meetings of limited duration, thus requiring directors to interact efficiently and incisively.
As regulation of corporate governance increases, the execution of directors’ fiduciary duties is falling under greater scrutiny from shareholders and investors. In particular, audit and remuneration committees are becoming challenging and complex responsibilities, requiring directors to communicate with top class professionals in their respective fields and negotiate with senior management, all of whom strongly defend varied interests.
In addition to an overriding fiduciary duty, board members nominated and/or elected by significant shareholders to the company often carry the additional role of representing the financial and commercial interests of his or her nominating shareholder.
For all of these reasons, the ability to influence and negotiate is a vital tool in a director’s skillset.
Chair and Company Secretary working as a team
If meetings are to be genuinely effective, the role of the chairperson is key. All who are involved in chairing meetings in organizations at whatever level should be proactive in giving the necessary attention to the essential elements of meeting preparation, meeting execution and post-meeting evaluation. Taking ownership of the development of the range of chairing skills will contribute positively to the effectiveness of meetings held and by extension, the quality of the decision-making processes within organizations.
This one-day course looks at the skills chairs and company secretaries need for delivering a successful meeting through the 3 following aspects; careful planning (before the meeting), chairing capability (during the meeting) and critical evaluation (after the meeting). This program is a combination of classroom teaching, interactive exercises and sharing of experience through roundtable discussions.
The Challenge of the Non Executive Director
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.
It will highlight topics such as:
Shareholder and Stakeholder expectations of the NED
Role and responsibilities of the NED in the Regulatory context
Boardroom dynamics – the unique role of the NED
Split Loyalties – Whose Director are you anyway?
Complexities, dilemmas and conflicts - An interactive discussion of experience and solutions
Social Media for Directors
What role should Social Media play in your company’s strategy? Are you making the most of social networks in terms of new customer acquisition, market research or recruiting? How well prepared is your company for a Social Media crisis?
With adults spending more than 2 hours a day on social networks, Social Media has become an inevitable communication channel with customers, suppliers and talent, and should be part of any company’s strategy. The cyber risks involved in a negligent digital strategy are to be considered and tackled by the board as well.
This training is addressed to Directors and will give an overview of the main opportunities and challenges that Social Media brings.
Roles and responsibilities of Fund Directors (level 2)
This course targets exclusively the past alumni of the Role & responsibilities of Fund Directors : Level 1 course and follows on from that seminar providing updates, deeper dives and further learning opportunities regarding the most relevant current topics for fund directors.
The content of this seminar covers important new regulations, best practice, guidelines, research and reports that are continuing to change the way fund directors are practicing their governance duties.
Masterclass for Fund Directors
The overall objective of this Masterclass is to help experienced Directors in asset management to develop a mindset which helps them to react to challenging and abnormal situations that they may face from time to time.
During this Masterclass, Directors are faced with challenging crisis situations which test Board cohesion and competence.
The Masterclass is run as a series of case studies reflecting real life examples of crisis situations in a “role play” format.
There will be no perfect solutions offered, but good practices will be identified in debrief discussions.
The case studies are based on the board of a super ManCo located in Luxembourg managing multiple funds across a variety of different asset classes. s in investment decisions
This Masterclass focuses mainly on alternative asset management, taking the perspectives of Alternative Investment Fund Managers (AIFMs) and Management Companies, Alternative Investment Funds (AIFs) and their General Partners.