ICSAN Board Dynamics study guide
ICSAN Board Dynamics · Work through your exam, one topic at a time.
The ICSAN Board Dynamics credential is awarded by the Institute of Chartered Secretaries and Administrators of Nigeria (ICSAN) to recognise competence in the governance and behavioural dynamics of corporate boards. It is aimed at company secretaries, aspiring and serving directors, governance professionals, board advisers, and senior executives who support or interact with boards. The ICSAN Board Dynamics study guide has 8 sections and about 2,827 words.
01Board Roles, Responsibilities and Legal Duties
This domain tests whether you can separate the board's direction-and-oversight role from management's execution role, and whether you can apply directors' statutory duties to a messy fact pattern rather than simply recite them. Set strategy, approve budgets and risk appetite, and appoint, monitor and, if necessary, remove the CEO.
385 words, about 2 min02Board Composition, Structure and Independence
Composition questions ask you to build a board that can actually govern: the right size, the right mix of executive and non-executive members, genuine independence, and a structure that prevents one person dominating. Separate the roles of chairman and CEO; the NCCG 2018 treats this as a governance principle, and a company that departs from it must explain and disclose.
387 words, about 2 min03Board Committees and Delegation of Authority
You must know why committees exist, who may sit on them, how they are constituted, and the line between delegation and abdication. The NCCG 2018 expects governance, nomination, audit, risk and remuneration committees, each with written terms of reference, defined membership, a chair who is not the board chairman, and a duty to report to the full board.
368 words, about 2 min04Board Meetings, Agenda and Information Management
Meeting mechanics are easy marks and easy losses: notice, quorum, papers, minutes, and the discipline of decision-focused agendas. Adopt a twelve-month calendar so that strategy, budget, results, risk review, succession and evaluation each appear at the right time rather than drifting.
380 words, about 2 min05Board Effectiveness, Evaluation and Development
Evaluation is a governance requirement, not an HR nicety. Expect questions on what is evaluated, by whom, how often, and what happens to the findings.
311 words, about 2 min06Board Dynamics, Group Behaviour and Decision-Making
This is the behavioural heart of the syllabus: why sensible people on a competent board still make bad collective decisions, and what the chair can do about it. Groupthink (Janis): illusion of unanimity, self-censorship, direct pressure on dissenters, mindguards who shield the leader from bad news, and stereotyping of outsiders.
328 words, about 2 min07Stakeholder Engagement and Board-Management Relations
How the board accounts to owners and other stakeholders, and how it keeps a productive boundary with the executives it oversees. Map stakeholders by influence and interest: shareholders, lenders, employees, regulators, customers, host communities, suppliers and media.
323 words, about 2 min08Risk, Compliance and Ethical Governance
Whether you can connect risk appetite, internal control, compliance and ethics into one board-level system, rather than three separate silos. Set and review risk appetite - the amount and type of risk the company will accept - and translate it into tolerances and limits.
345 words, about 2 min