ILA Certification for Corporate Governance Officers (CGOs)

 Module 1 – Introduction to the CGO function (1h30)

This module covers 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. Participants will explore the CGO’s primary role in governance, including key responsibilities like ensuring compliance with legal and regulatory frameworks. 

 Module 2 – Communication in practice for CGOs (1h45) 

This practical session helps participants strengthen clear, concise, and professional communication. Through short exercises and examples, they will learn to adapt their message to different audiences and convey information effectively and confidently.  

           

 

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 8 – Legal Requirements on Shareholders Meetings (1h)  

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 9 – Shareholders meetings: preparatory work and process (30m)  

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 10 – Shareholders meetings: legal do's and don'ts (1h45)  

 
This module provides a practical overview of the legal essentials for organizing shareholders’ meetings. It covers how to manage proxy voting and reporting and apply quorum and majority rules. Participants will also learn best practices for conducting meetings smoothly and maintaining transparent, effective communication with shareholders.

 

Module 11 – 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.  

 

Module 12 – Special Purpose Vehicles (SPVs) and Complex Corporate Structures  (1h45)   

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 13 – Tax Fundamentals (1h30)   

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 14 – Contracts and Legal Agreements (1h45)   

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 15 – Data Protection and Confidentiality (2h30)  

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 16 – AML / KYC framework (1h)  

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 17 – Corporate Accounting and Financial Reporting (1h30)   

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 18 – Soft Skills for CGOs (part 2) (1h45)  

 The module provides techniques for conflict resolution, negotiation, and facilitating smooth interactions between board members.

 

  Conclusion – Conclusion and exchange with committee members

 

Online exams will validate the Certification programme.