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Quest Training

Directors’ Duties, Liabilities & Fiduciary Responsibilities Training Course

Clarifies the legal duties, fiduciary obligations and potential liabilities of directors and how to exercise sound, compliant judgment on the board.

CG · Corporate GovernanceAll Levels#2951ClassroomEnglish , Arabic
Duration
5 Days
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Free substitution at any time · 30+ days' notice: full refund minus 10%. Cancellation policy

Sectors:Risk, Compliance & GovernanceCategories:Corporate Governance

Course Overview

This course provides a practical understanding of the legal duties, fiduciary obligations, and potential liabilities of directors within modern corporate governance frameworks. It examines how directors can fulfil their responsibilities, exercise sound judgment, protect organizational interests, and make informed decisions while complying with applicable laws, regulations, and governance requirements. Participants will explore directors’ duties of care, loyalty, good faith, confidentiality, and independent judgment, alongside their responsibilities for strategic oversight, financial integrity, risk management, compliance, and stakeholder interests. The course also addresses conflicts of interest, related-party transactions, disclosure obligations, insolvency-related risks, collective board responsibilities, and the circumstances in which directors may face civil, regulatory, or other legal consequences. Through practical case studies and boardroom scenarios, participants will learn how to identify potential breaches of duty, document decisions appropriately, manage conflicts, and strengthen personal and collective accountability. The programme supports directors and senior executives in improving governance practices, reducing legal exposure, and promoting responsible corporate decision-making.

Learning Objectives

  • Explain the principal legal duties and fiduciary responsibilities of company directors.
  • Distinguish individual director responsibilities from collective board responsibilities.
  • Apply the duties of care, loyalty, good faith, and independent judgment to corporate decisions.
  • Identify and manage conflicts of interest and related-party transactions.
  • Understand directors’ responsibilities for financial reporting, risk oversight, and regulatory compliance.
  • Evaluate potential civil, regulatory, and other liabilities arising from breaches of directors’ duties.
  • Apply appropriate disclosure, documentation, and recordkeeping practices to support accountable decision-making.
  • Recognize governance risks associated with financial distress, insolvency, and creditor interests.
  • Strengthen boardroom conduct, ethical judgment, and compliance with governance requirements.
  • Develop practical measures to reduce legal exposure and improve director accountability.

Who Should Attend

Members of boards of directors and supervisory boards. Board chairpersons and members of board committees. Chief executive officers and senior executive management. Company secretaries and corporate governance professionals. Legal counsel and corporate legal affairs professionals. Compliance officers and regulatory affairs specialists. Chief financial officers and finance leaders responsible for corporate reporting. Risk management, internal audit, and internal control professionals. Directors of subsidiaries, joint ventures, and privately held companies. Governance consultants and advisers supporting board effectiveness and director development.

Learning Outcomes

  • Interpret the core legal and fiduciary duties applicable to company directors.
  • Identify the boundaries of director authority and the responsibilities associated with board membership.
  • Evaluate corporate decisions against duties of care, loyalty, good faith, and proper purpose.
  • Recognize actual, potential, and perceived conflicts of interest and determine appropriate responses.
  • Assess directors’ oversight responsibilities for financial statements, internal controls, and enterprise risks.
  • Identify circumstances that may expose directors to personal liability or regulatory action.
  • Apply appropriate procedures for disclosure, abstention, escalation, and documentation of sensitive decisions.
  • Evaluate the implications of financial distress and insolvency for directors’ responsibilities.
  • Improve the quality of board deliberations, decision records, and governance reporting.
  • Develop an action plan to strengthen compliance with directors’ duties and reduce governance-related legal risks.

Course Outline

Day 1

Legal Foundations and Core Duties of Directors

  • The legal position of directors within corporate governance and company law.
  • Sources of directors’ duties, including legislation, regulations, constitutional documents, and applicable governance codes.
  • Duties of care, skill, diligence, loyalty, and good faith.
  • Acting within delegated authority and exercising powers for proper purposes.
  • Individual director responsibilities compared with collective board accountability.
  • The relationship between directors, the company, shareholders, and other relevant stakeholders.
  • Practical Exercise: Analyze a board decision scenario and identify the duties, authority limits, and accountability considerations applicable to each director.
Day 2

Fiduciary Responsibilities, Conflicts of Interest, and Ethical Conduct

  • Understanding fiduciary duties and the obligation to act in the interests of the company.
  • Identifying actual, potential, and perceived conflicts of interest.
  • Managing related-party transactions, personal interests, and corporate opportunities.
  • Disclosure requirements, abstention from decisions, and approval procedures.
  • Confidentiality, appropriate use of corporate information, and restrictions on misuse of position.
  • Ethical decision-making, independence of judgment, and maintaining professional integrity.
  • Practical Exercise: Evaluate a hypothetical conflict-of-interest case and prepare a response covering disclosure, recusal, approvals, and documentation.
Day 3

Financial Oversight, Risk Management, and Compliance Responsibilities

  • Directors’ responsibilities for financial reporting integrity and oversight of material accounting judgments.
  • Reviewing budgets, financial performance, significant transactions, and financial disclosures.
  • Oversight of enterprise risk management and internal control frameworks.
  • Regulatory compliance, statutory obligations, and monitoring significant legal developments.
  • Fraud risks, misconduct indicators, whistleblowing arrangements, and escalation procedures.
  • Documenting board deliberations, challenge, approvals, and follow-up actions.
  • Practical Exercise: Review a hypothetical financial and compliance risk scenario and identify the questions, controls, and follow-up actions expected from the board.
Day 4

Directors’ Liabilities, Enforcement, and Financial Distress

  • Types of potential director liability, including civil, regulatory, and other liabilities under applicable law.
  • Circumstances that may constitute breach of duty, negligence, misconduct, or improper exercise of authority.
  • Regulatory investigations, enforcement proceedings, and the importance of accurate governance records.
  • Directors’ responsibilities when an organization experiences financial distress or faces insolvency risks.
  • Creditor interests, cash-flow pressures, and decisions affecting organizational solvency.
  • Understanding the role and limitations of indemnification arrangements and directors’ and officers’ liability insurance (D&O).
  • Practical Exercise: Analyze a hypothetical corporate distress case and identify potential director exposure, immediate governance priorities, and appropriate escalation measures.
Day 5

Board Decision-Making, Accountability, and Risk Prevention

  • Applying structured decision-making practices to complex and sensitive board matters.
  • Strengthening board papers, meeting procedures, minutes, and decision documentation.
  • Establishing effective conflict-of-interest registers and disclosure procedures.
  • Evaluating governance controls that support compliance with directors’ duties.
  • Developing board education, director induction, and ongoing professional development arrangements.
  • Preparing a practical framework for monitoring compliance, reviewing incidents, and preventing recurring breaches.
  • Practical Exercise: Develop a directors’ duties compliance and risk prevention plan covering key obligations, responsible parties, documentation standards, monitoring indicators, and periodic review arrangements.

Upcoming Dates

Selected date

Amsterdam · 12 – 16 Jul 2027 · Classroom

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CityDatesPrice per ParticipantEarly Bird
ErbilScheduled
8 – 12 Nov 2026€3,100—
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GenevaScheduled
16 – 20 Nov 2026€6,300—
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IstanbulScheduled
16 – 20 Nov 2026€4,700—
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JeddahScheduled
22 – 26 Nov 2026€4,200€3,780until 2 Nov
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KigaliScheduled
30 Nov – 4 Dec 2026€5,100€4,590until 9 Nov
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Kuala LumpurScheduled
30 Nov – 4 Dec 2026€4,400€3,960until 9 Nov
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LisbonScheduled
7 – 11 Dec 2026€5,400€4,860until 16 Nov
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LondonScheduled
14 – 18 Dec 2026€5,600€5,040until 23 Nov
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MadinahScheduled
14 – 18 Dec 2026€4,200€3,780until 23 Nov
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MadridScheduled
21 – 25 Dec 2026€5,400€4,860until 30 Nov
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MakkahScheduled
28 Dec 2026 – 1 Jan 2027€4,200€3,780until 7 Dec
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ManamaScheduled
28 Dec 2026 – 1 Jan 2027€4,700€4,230until 7 Dec
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MarbellaScheduled
4 – 8 Jan 2027€5,400€4,860until 14 Dec
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MuscatScheduled
11 – 15 Jan 2027€5,300€4,770until 21 Dec
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OnlineScheduled
17 – 21 Jan 2027€1,700€1,530until 28 Dec
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ParisScheduled
18 – 22 Jan 2027€5,700€5,130until 28 Dec
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SingaporeScheduled
25 – 29 Jan 2027€6,700€6,030until 4 Jan
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AbujaScheduled
1 – 5 Feb 2027€5,100€4,590until 11 Jan
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AccraScheduled
1 – 5 Feb 2027€5,100€4,590until 11 Jan
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AmmanScheduled
7 – 11 Feb 2027€3,100€2,790until 18 Jan
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AmsterdamScheduled
15 – 19 Feb 2027€5,400€4,860until 25 Jan
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BakuScheduled
15 – 19 Feb 2027€4,800€4,320until 25 Jan
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BarcelonaScheduled
22 – 26 Feb 2027€5,400€4,860until 1 Feb
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BeirutScheduled
28 Feb – 4 Mar 2027€4,000€3,600until 8 Feb
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CairoScheduled
7 – 11 Mar 2027€3,300€2,970until 15 Feb
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Cape TownScheduled
8 – 12 Mar 2027€5,100€4,590until 15 Feb
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CasablancaScheduled
15 – 19 Mar 2027€4,300€3,870until 22 Feb
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DammamScheduled
21 – 25 Mar 2027€4,200€3,780until 1 Mar
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DohaScheduled
21 – 25 Mar 2027€4,400€3,960until 1 Mar
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DubaiScheduled
28 Mar – 1 Apr 2027€4,400€3,960until 8 Mar
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AmsterdamScheduled
12 – 16 Jul 2027€5,400€4,860until 21 Jun
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Available in: Istanbul · Dubai · London · Doha · Amsterdam

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