1. International Leadership and Management - 2nd & 3rd Dec 06 in Bahrain 1 Corporate Governance and Leadership Quantitative verses Qualitative International Leadership and Management Conference 2nd & 3rd Dec 2006 – In Bahrain by : Saleh Hussain Organized by: Bahrain Management Society

2. International Leadership and Management - 2nd & 3rd Dec 06 in Bahrain 2 AGENDA What Leadership is about? Who is a leader? Corporate Leadership About Corporate Governance Corporate Quantitative issues Quality Governance Principles Directors’ Duties – Qualitative issues Qualitative issues – Questions Corporate Governance and Leadership - Conclusion

3. International Leadership and Management - 2nd & 3rd Dec 06 in Bahrain 3 What Leadership is about? Vision Strategy Building right team Building trust, transparency & accountability Ability to make hard unpopular decisions Providing support and inspiration Celebrating and reward performance

4. International Leadership and Management - 2nd & 3rd Dec 06 in Bahrain 4 Who is the leader? …’’A true leader has the confidence to stand alone, the courage to make tough decisions and the empathy to listen and understand the needs of others. He does not usually set out to be a leader, but becomes one by the quality of his actions and the integrity of his intent’’…..

5. International Leadership and Management - 2nd & 3rd Dec 06 in Bahrain 5 Corporate Leadership? Shareholders Board Chairman / CEO Management / employees Other Stakeholders OR All of the above?

6. International Leadership and Management - 2nd & 3rd Dec 06 in Bahrain 6 About Corporate Governance Dynamic activity. A Journey not a Destination Acting in the best interest of the corporate Acting responsibly and responsively Quantitative Versus Qualitative “ Process to discharge and be seen to be discharging responsibilities created by duties.. Marvyn King

7. International Leadership and Management - 2nd & 3rd Dec 06 in Bahrain 7 Governance Quantitative issues Laws, regulation best practice code Board – one or more – advisory Composition of Board – Ex, NE, Independent Board charter, duties and responsibilities Board Committees and meetings Remuneration Monitoring and Control over the company Succession plans Risk management Performance indicators Reporting and communication

8. International Leadership and Management - 2nd & 3rd Dec 06 in Bahrain 8 Quality Corporate Principles Pillars - Fairness - Accountability - Responsibility - Transparency

9. International Leadership and Management - 2nd & 3rd Dec 06 in Bahrain 9 Directors’ Duties – Leading Qualitative issues Good faith Care Skill Diligence These are human competencies…which lead to a leader being able to act independently, responsibly and responsively and act as a decent citizen…

10. International Leadership and Management - 2nd & 3rd Dec 06 in Bahrain 10 Duty of Good Faith Reliance Trust Integrity Not acting in conflict of interest with company* Acting in the interest of the company only* Not seizing corporate opportunities for self interest* * Corporate Sins

11. International Leadership and Management - 2nd & 3rd Dec 06 in Bahrain 11 Duty of Care Serious attention to matters at hand Stewardship Transparent communication Protection of the reputation of the company and its assets

12. International Leadership and Management - 2nd & 3rd Dec 06 in Bahrain 12 Duty of Skill How to evaluate information Honest application of mind Selecting most appropriate way of conduct

13. International Leadership and Management - 2nd & 3rd Dec 06 in Bahrain 13 Duty of diligence Industry Knowledge Attention to details Company relationship with stakeholders Impact of company’s business and decisions on others

14. International Leadership and Management - 2nd & 3rd Dec 06 in Bahrain 14 Qualitative Issues Questions Do I have any conflict with Corporate interest? Do I have all the facts to enable me to make a decision? Is this a rational business decision based on facts? Is the decision in the best interest of the company? Is this communication to stakeholders transparent? Will the decision result in the company being seen as good corporate citizen? Will it protect the assets of the company? Have I exercised intellectual honesty?

15. International Leadership and Management - 2nd & 3rd Dec 06 in Bahrain 15 Conclusion Quantitative issues are mostly requirements of law and regulation. Qualitative issues are the spirit and soul of the corporate. The qualitative issues mentioned are basis for leadership. The Board is the major leadership of the company which enforces corporate governance good practices The chairman is the leader of the board and CEO is the leader of management.

16. International Leadership and Management - 2nd & 3rd Dec 06 in Bahrain 16 The End THANK YOU