ILA Certification for Corporate Governance Officers ("CGOs")

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Upcoming available sessions:

Cohort 16 - 07/07/2025 - 11/07/2025

Cohort 17 - 24/11/2025 - 28/11/2025


Target audience

This Certification course is open to ILA Members only with:

  • a  minimum 2 years of experience as CGO in Luxembourg or 
  • to "Aspiring CGO" having followed the CGO Bootcamp and  with 1 year of experience as CGO in Luxembourg

To guarentee the best possible groups of maximum 25 participants.

Benefits of the training 

ILA's new certification includes a comprehensive set of lessons, tools and best practices that today's CGOs must master:

  • Knowledge of the Legal and Regulatory Environment: Gain a comprehensive understanding of key legal and regulatory frameworks, ensuring your organization’s compliance and risk management strategies align with evolving global standards. Engage with practitioners to navigate complex legal landscapes and mitigate governance risks effectively.

  • Advanced Corporate Governance Concepts: Deepen your understanding of complex corporate governance principles and their application to enhance organizational resilience and success.

  • Strategic Insights from Leading Experts: Engage with industry leaders and practitioners to gain strategic advice and solutions for high-level corporate governance challenges.

  • In-depth Analysis of Global Best Practices: Explore and compare corporate governance frameworks and practices on a diversity of topics to improve your organization's corporate governance structure.

  • Enhanced Skills for Board Leadership: Develop advanced skills in board and shareholder management, strategic planning, and effective communication to support and lead stakeholders’ activities.

Overview of the programme



Detailed agenda

Day 1 - The CGO and its Ecosystem

 Module 1 – Overview of Corporate Governance (1h30)

This module covers the definition, importance, and evolution of corporate governance, highlighting its historical milestones and development. Key principles such as accountability, transparency, fairness, and responsibility are explained, along with the roles and responsibilities of boards, shareholders, committees, and other stakeholders in corporate governance structures. 

 Module 2 – Role and Responsibilities of the Corporate Governance Officer (1h45) 

Participants will explore the CGO’s primary role in governance, including key responsibilities like ensuring compliance with legal and regulatory frameworks. The module also discusses the CGO’s relationship with the board and executives, and trends shaping the future of the CGO, such as emerging tools and practices.

           


 






Module 3 – Legal Corporate Knowledge of Luxembourg Companies  (1h30)   

This case study module provides an overview of the common company types in Luxembourg, their incorporation processes, and financing options. It also explains the steps and legal requirements for both voluntary and compulsory liquidation procedures for companies. 

Module 4 – Board Roles and Responsibilities (1h30)  

The module delves into the strategic oversight, risk management, and legal obligations of boards, including fiduciary duties and compliance. Participants will also explore the induction, training, and ongoing development processes for board members, with a focus on case study examples. 


Module 5 – Planning and Scheduling Board Meetings (1h15)

This module focuses on establishing a board meeting schedule by aligning key dates with directors' availability and preferences, and setting clear objectives for each meeting. It also covers logistical arrangements for physical or virtual meetings and the use of virtual tools to facilitate smooth sessions. 

Module 6 – Developing and Distributing Agendas (1h15)   

Participants will learn how to create effective board agendas, prioritizing key issues in collaboration with the chairperson while ensuring regulatory and compliance topics are addressed. Techniques for managing conflicts of interest and meeting legal requirements are also discussed. 

Module 7 – Preparing Board Packs and Documentation (1h)   

This module outlines the process of gathering essential documents like financial reports and strategic plans for board meetings. It also emphasizes ensuring the accuracy and confidentiality of the materials, with secure distribution through board portals. 

Module 8 – Best techniques to document Board meetings (1h)  

Participants will explore the legal importance of taking accurate minutes and best practices for documenting meetings concisely and comprehensively. Minute-taking strategies, including the use of technology for efficiency, are covered to enhance precision and compliance. 

Module 9 – Facilitating Board Discussions and Decision-Making (30m)  

This module covers the CGO’s role in facilitating productive board discussions and ensuring adherence to the agenda. It also discusses methods for recording decisions, assigning action items, and tracking the completion of follow-up tasks.

Module 10 – Soft Skills for Corporate Governance Officers (1h45)  

The module emphasizes essential soft skills such as leadership, communication, and influence, which are critical for assisting board meetings as a CGO. It also provides techniques for conflict resolution, negotiation, and facilitating smooth interactions between board members.


Module 11 – Legal Requirements for Shareholders Meetings (1h30)  

This module outlines the statutory obligations for organizing shareholder meetings, distinguishing between Ordinary General Meetings (OGMs) and Extraordinary General Meetings (EGMs), and the legal requirements for shareholder registers and rights. It also covers shares, voting rights, and key topics such as transferability and pledging of shares.  

 

Module 12 – Planning and Organizing Annual General Meetings (AGMs) (1h45)   

Participants will learn how to prepare compliant meeting notices and draft clear resolutions. The module also covers logistical arrangements for both physical and virtual AGMs, along with ensuring compliance with notice periods, shareholder rights, and proxy voting regulations. 

Module 13 – Preparing and Distributing Meeting Notices and Materials (1h30)   

This module focuses on the legal requirements for meeting notices, ensuring their content meets compliance standards. Timing, distribution methods, and strategies for ensuring receipt of these notices by shareholders are also discussed. 

Module 14 – Managing Proxy Voting and Shareholder Communications (1h45)   

Participants will gain insights into the proxy voting process, from preparing proxy materials to reporting proxy votes accurately. The module also addresses meeting procedures, including quorum and majority requirements, and strategies for maintaining effective communication and engagement with shareholders.  


Module 15 – Corporate Accounting and Financial Reporting (2h30)  

This module introduces the basics of corporate financial statements, explaining their key components such as balance sheets, income statements, and cash flow statements, along with the audit process and stakeholder roles. It also highlights the CGO's role in financial reporting, emphasizing legal, regulatory, and reporting duties related to accounting and taxation.









Module 16 – Special Purpose Vehicles (SPVs) and Complex Corporate Structures (1h)  

Participants will explore the purpose, benefits, and governance of SPVs, focusing on their use in project finance and risk management. The module also covers the complexities of managing multinational corporate structures, including legal and regulatory challenges, governance strategies, and intercompany transactions.









Module 17 – Contracts and Legal Agreements (1h30)   

This module provides an overview of key clauses in various contracts, such as confidentiality, indemnity, and termination, while highlighting the CGO’s oversight responsibilities in ensuring compliance. Through case studies, participants will examine agreements such as shareholder agreements, loan agreements, SPAs, NDAs, and directorship agreements, focusing on their critical provisions and management.









Module 18 – Tax Fundamentals (1h45)  

The module covers key tax concepts such as substance requirements for corporate structures and SPVs. It also provides an overview of DAC 6, 7, and 8 regulations and the Anti-Tax Avoidance Directive (ATAD), discussing their impact on corporate tax planning, reporting obligations, and compliance strategies for international structures.


  Module 19 – Data Protection and Confidentiality (1h30)  

This module covers the legal principles of confidentiality, data handling, and e-archiving, focusing on interactions with authorities such as the RBE and RCS. It also highlights GDPR compliance, including key requirements, reporting obligations to CNPD, and a case study on GDPR best practices.









Module 20: AML / KYC framework (1h45)   

Participants will explore the critical components of an effective AML/KYC framework, including Luxembourg-specific AML regulations and policy development. The module also covers setting up compliance committees, monitoring mechanisms, and the roles of the RR and RC, along with reporting obligations and continuous improvement strategies.

 








Module 21: Developing and Implementing a Corporate Governance Framework (1h30)   

This module outlines the essential components for creating a robust corporate governance framework, emphasizing policy development and integration into organizational culture. It also examines how to establish corporate governance committees and monitoring systems for effective oversight and accountability.

 

Module 22: Investment Funds in Luxembourg (1h45)  

The module provides an overview of UCITS and AIFs, detailing their key features and differences, along with the roles of fund managers and other key actors like custodians and auditors. Participants will learn about the life cycle of investment funds, from formation to winding up, focusing on compliance, reporting, and governance throughout each phase.

 

Online exams will validate the Certification program.

Practical details

Duration

40.00 hours

Fees

3,950€ for ILA members only (+VAT 3%)

More information?

Please reach us at  [email protected] .

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Individual training leave 

The certification programmes organised by ILA are eligible for individual training leave granted by the Luxembourg Ministry of Education (MENEJ).  

Please note that the information provided below can be subject to changes at any time. The website of the MENEJ is to be considered as the official source of information related to the Individual Training Leave. Please refer to it for any question you may have.

What is the Individual Training Leave

Individual training leave is a special type of leave that is granted to allow applicants to: 

  • attend training courses, and prepare for and sit exams; or 
  • engage in any other activity undertaken as part of an eligible training course.

The following people who work in the private sector are eligible for individual training leave: 

  • employees; 
  • self-employed workers; 
  • freelancers.

Individual training leave is paid for: 

  • by the employer, if the applicant is employed; 
  • by the State, if the applicant is self-employed. 

The request must be submitted 2 months before the start of the leave requested.

Here is the list of the training-related documents that are required, among other things, to apply for training leave from the MENEJ :  

  • The training registration certificate with the total number of hours (course, exam, etc.). This document is not provided automatically; please send your request by email to [email protected] to obtain it.  
  • The training programme is included in the ILA Certification Policy CoSec 2024. These details are also included in the registration confirmation emailed to the registrant.
  • The invoice for the training which will be sent by email to the participant and/or to the company's contact person once the registration has been confirmed.
  • The certificate of attendance of each module will be sent via an automated email from our LMS platform once the module has been attended. 

Please refer to the following websites for further information and submission instructions.