By the end of the programme, directors will be able to:

• Understand and apply their legal and fiduciary duties
• Strengthen ethical decision-making at board level
• Implement effective governance structures and oversight
• Identify and manage risk, conflicts of interest, and compliance failures
• Apply governance principles to conservation and non-profit realities
  
  

DAY 1: FOUNDATIONS – DIRECTOR DUTIES, ETHICS & GOVERNANCE

Session 1: The Role of a Director in Botswana (Context Setting)
Key Topics:

• What it means to be a director (legal vs practical reality)
• Board vs management roles
• Accountability to stakeholders (government, donors, community)

Legal Context:

• Directors manage and oversee company affairs and strategy
• Board is the “directing mind” of the organisation

Practical Exercise:

• Scenario: “Board overstepping into operations at a conservation park”
• Group discussion: Where is the line?

Session 2: Fiduciary Duties & Legal Responsibilities
Key Topics:

• Duty of care, skill, and diligence
• Duty to act in good faith
• Acting in the best interest of the organisation
• Solvency and reckless trading risks
  

Law Focus:

• Botswana Companies Act (Section 130 duties)
• Personal liability risks
  

Practical Tools:

• Director decision-making checklist
• “Am I compliant?” quick test
  

Case Study:

Director approves funding despite known financial risk

Session 3: Ethics & “Tone at the Top”
Key Topics:

• Ethical leadership vs legal compliance
• Building an ethical culture
• Conservation-specific ethical dilemmas:

• Wildlife protection vs commercial tourism
• Donor influence vs independence

Governance Principle:

• Ethical leadership is foundational to governance frameworks

Interactive Exercise:

• “Grey zone decisions” (no clear right answer)

Ethical dilemma workshop

Session 4: Corporate Governance Frameworks in Botswana
Key Topics:

• What is corporate governance?
• Key principles:

• Accountability
• Transparency
• Fairness
• Responsibility

Botswana Context:

• Alignment with King Code principles
• Governance expectations for public interest entities

Structures:

• Board composition
• Independence of directors
• Separation of Chair & CEO roles
  

Practical Exercise:

Assess Khama Rhino Sanctuary’s current governance structure

Session 5: Board Structures & Committees
Key Topics:

• Audit, Risk, and Remuneration Committees
• Role of the Chairperson
• Role of the CEO
• Role of Company Secretary
  

Practical Focus:

• How committees improve oversight and accountability
• Avoiding “rubber-stamping”
  

Exercise:

• Design an ideal committee structure for a conservation entity

DAY 2: APPLYING GOVERNANCE – RISK, COMPLIANCE & REAL SCENARIOS

Session 6: Risk Management & Internal Control
Key Topics:

• Strategic vs operational risk
• Conservation-specific risks:

• Poaching
• Funding instability
• Reputational damage

Governance Link:

• Risk, performance, and sustainability are interconnected

Practical Tool:

• Risk register template (tailored to sanctuary operations)

Session 7: Compliance & Regulatory Landscape (Botswana)
Key Laws & Frameworks:

• Botswana Companies Act
• Financial Intelligence requirements (AML/CFT)
• Environmental and wildlife legislation
• Reporting obligations to regulators (CIPA)

New Developments:

• Increased transparency and disclosure requirements

Practical Exercise:

• Identify compliance gaps in a sample organisation

Session 8: Conflicts of Interest & Boardroom Conduct
Key Topics:

• Identifying conflicts (financial, relational, political)
• Disclosure and recusal processes
• Managing donor and stakeholder influence

Practical Scenario:

• Board member linked to a supplier bidding for a contract

Tool:

• Conflict of interest declaration template
  
  

Session 9: Accountability, Reporting & Stakeholder Engagement
Key Topics:

• Financial oversight responsibilities
• Integrated reporting (financial + impact)
• Stakeholder communication:

• Government
• Donors
• Local communities

Practical Exercise:

• Review and critique a sample board report

Session 10: When Things Go Wrong (Consequences & Liability)
Key Topics:

• Director liability (civil and criminal)
• Reputational consequences
• Governance failures in practice

Scenario-Based Learning:

• Misuse of donor funds
• Failure to act on risk warnings

Practical Tool:

• “Red flag” checklist for directors

Session 11: Building a High-Performing Board
Key Topics:

• Board effectiveness
• Performance evaluations
• Skills matrix
• Continuous development

Practical Exercise:

• Board self-assessment tool

Session 12: Action Planning & Implementation
Output:
Each director develops:

• Personal governance improvement plan
• Board-level action plan for Khama Rhino Sanctuary

PRACTICAL VALUE-ADD MATERIALS (INCLUDED)
Participants will receive:

• Director duties quick reference guide (Botswana-specific)
• Conflict of interest declaration template
• Risk register (conservation-focused)
• Board meeting agenda & minutes template
• Governance self-assessment checklist
• Ethical decision-making framework
  
  

KEY TAKEAWAY

This programme ensures that directors move from:

• “Understanding governance in theory”
• to“Applying governance confidently in real boardroom decisions”