1. TI SCHOOL ON INTEGRITY, 9 JULY 2015 Stan Cutzach, Governance Director, Transparency International

2. Strategy Oversight/ fiduciary responsibility Policy Appointing top management Representation? ROLE

3. Size Skills Legitimacy (way of appointment, by-laws) Independent members? Executive vs Non-Executive members? Committees COMPOSITION

4. Tripple Bottomline Liability ACCOUNTABILITY

5. GROUP DISCUSSIONS

6. Define the ideal size, profile of Board members (including skills, age, Independent/ Non-Executive/ Executive) and list relevant committees for: - A multinational bank (Group A) - An international environmental NGO with 50,000 members worldwide (Group B) - A small national foundation for the promotion of ethnic art (Groups A and B) GROUPS A & B

7. You are the Chair of a Board of Directors which is unsatisfied with the top executive leadership of your small NGO. Describe how you handle the situation. GROUP C

8. You are the Managing Director of a small NGO and have major problems with your Board. Describe how do you handle the situation GROUP D

9. GROUP DISCUSSIONS Define the ideal size, profile of Board members and committee structure for: o A multinational bank (A) o An international environmental NGO with 50,000 members worldwide (B) o A small national foundation for the promotion of ethnic art (A and B) You are the Chair of a Board of Directors which is unsatisfied with the top executive leadership of your small NGO. Describe how you handle the situation. (C) You are the Managing Director of a small NGO and have major problems with your Board. Describe how do you handle the situation (D)

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