Customized Governance Programs | Course Descriptions

Board Evaluation

This session focuses on the principles underlying board assessment and development and understanding the risks of assessment if not properly done. In addition to the risks, an assessment of the benefits of board evaluation will be done. This session examines approaches to board evaluation and reviews the 360 degree evaluation process and board self-assessments. It also touches on providing feedback of the results to the full board versus to individual directors.

Optional: For an additional cost, NAMIC can administer a confidential board evaluation and present a facilitated discussion of the evaluation results, including a comparison to industry benchmark data. This insightful tool can be offered during a board retreat or in conjunction with customized board education

Board Succession Planning

This session focuses on understanding the importance of board succession planning as part of a director’s fiduciary duty to the organization and the benefits of a well-defined/orchestrated succession plan; structuring the board to help achieve strategic goals and become future oriented; utilizing a skills assessment to focus recruitment efforts; and creating a process to recruit and attract new board members.

CEO Succession Planning

This course provides an overview of the board’s role in the succession process for the chief executive officer. The session will focus on the key aspects of succession planning including timing, candidate consideration and screening, and selectee onboarding. Faculty will focus on industry practices/examples within mutual insurance companies.

Corporate Governance and Role of the Board

This course serves as the foundation for mutual director education, introducing the fundamentals of corporate governance for mutuals including the roles and responsibilities of board members. The session will focus on the role of management versus the role of directors, term limits, qualifications of board positions, and the importance of independent directors. Faculty will provide a best practices approach and discuss ways to implement that approach.

Cybersecurity

This course introduces directors to their oversight role in the protection and safeguarding of company data and consumer personally identifiable information (PII). The session will provide an overview of federal data security and breach standards, the elements of the Cybersecurity Model Law, and examples of company governance processes and structures.

Emerging Issues for Boards of Mutuals

This session covers emerging issues being addressed by boards of mutuals, such as options for mutuals in changing competitive landscape focusing on mergers/affiliations, Mutual Holding Company (MHC) formation, navigating a fight from a policyholder activist, focusing on appropriate matters in the changing regulatory environment, and engaging policyholders.

Emerging Legislative and Regulatory Issues

This course introduces directors to emerging legislative and regulatory issues that continue to influence company strategy and operations. Issues covered will include consumer access to insurance, restrictions to underwriting, and increased regulatory focus on company environmental, social and governance (ESG) activities. In addition, the session will include additional topics including the emergence of social inflation through the growth of litigation financing and other vehicles inflating plaintiff awards.

Enterprise Risk Management

This course provides an overview of the director’s role in the oversight of enterprise risk management, including the role of the board in ERM governance, the connection between ERM and strategic planning, and the role of rating agencies and regulators in monitoring and assessing company’s risk management processes and maturity.

Executive Compensation

Today’s insurance landscape is multidimensional, with issues ranging from virtually nonexistent unemployment and succession to diversity and inclusion, artificial intelligence, and the future of work. In this evolving marketplace, crafting a forward-looking, comprehensive executive compensation strategy requires a fresh perspective. Recognizing the board’s critical role in securing high-performing leadership and ensuring fair, competitive, and meaningful compensation must be spotlighted. Exploring compensation strategies and practices for the company, particularly for its executives, is a mandate. Stakeholders, whether policyholders or shareholders, demand the board of directors actively monitor executive pay and maintain sound salary administration with a pay-for-performance approach.

Investments

This course provides an overview of the board’s role in the oversight of investments focusing on the role investments play in company operations, solvency, and profitability. The session will emphasize the board’s responsibility for investment philosophy and the investment policy statement, regulatory requirements for investments, and the board governance process focusing on investment committee and board actions.

Regulatory Framework

This course introduces legislative and regulatory environments and their implications for operating an insurance company and provides a general overview of the legislative and regulatory processes in the states and Congress, including current legislative and regulatory issues and trends.

Reinsurance

This course provides an overview of the board’s role in the oversight of a company’s reinsurance including the fundamental role reinsurance plays in managing company risk exposures, adding capacity for new products and new markets, and ensuring the solvency of the company. The session will also cover the reinsurance market including the roles of brokers, reinsurers, and advisors (catastrophe modelers, analytics providers, etc.).

The Board’s Role in Strategic Planning

This course provides an overview of the strategic planning process and discusses the roles of directors and management in developing, implementing, and monitoring a company’s strategic plan to ensure alignment with the organization’s mission, vision, and corporate purpose.

The Role of the Board in Setting Culture

Peter Drucker once said that “culture eats strategy for breakfast.” If culture is that important to organizational success, it makes sense for every leader to explore this invisible asset in more depth. Every organization has a culture, and whether it is positive or negative is up to the leaders to determine. This session examines what culture is, how it is formed, and how to know if it is not positive. Examples of good and bad cultures and how culture can impact the bottom line will be provided. This session also explores the roles that management and the board play in corporate culture as well as how leadership impacts culture.

Understanding Company Financials and Key Metrics

This course introduces concepts covering property/casualty insurance company financials, to include review of statutory accounting principles versus generally accepted accounting principles and the relationships between balance sheet, income statements and statement of cash flows. The session will also focus on common metrics used to evaluate profitability, solvency, and growth to provide the tools directors will need in evaluating company financials.