Séminaire de formation en gouvernance :
l'essentiel des nouvelles règles du jeu

Governance models, strategy and finance

• Historical overview of governance models and standards: Three main periods
• Scandals and poor governance
• Governance as a means of sharing power: Balance between three forces
• Corporate governance models: Fiduciary obligations, shareholders' rights and value creation
• Aligning growth, performance and governance
• Importance of corporate strategy
• Three levels of strategy: Organizational, operational and functional
• Understanding and analyzing a strategic plan
• Processes, tools and frameworks used in strategic planning
• Implementing and monitoring corporate strategy
• Choosing the right performance indicators for your business
• Finding out which financial information your board of directors requires
• Following up on the planning of financial strategies
• New civil liability obligations of board members regarding the publication of financial information by publicly traded companies
• Fraud and financial information: Definition, components, treatment and role of the board
• Organizing, supervising and evaluating external audits; role of the audit committee; understanding the role and information issued by external auditors
• Internal audits: Purpose and structure; benefits for the board and its committees

Legal and ethical considerations

• Key legal provisions in Canada, the U.S. and around the world
• Main accounting rules and standards
• Supervisory authorities and major regulatory agencies
• Conflicts of interest
• Responsibility and accountability of officers and directors
• Understanding and measuring enterprise risk management (ERM)
• Importance of internal controls
• Disclosure and certification
• Complex issues (e.g., M&A, poison pills)
• Roles and relationships with external auditors, consultants and legal advisors
• Governance vs. ethics
• Integrating ethical values into day-to-day practices (codes, training, complaint processing, etc.)
• Ethics-related structures (committees, ombudsman, compliance officers, etc.)
• Need for solid, credible mechanisms to report wrongdoing (whistle-blowing)
• Social and environmental governance

Directors and officers: Best practices in governance

• Shareholders: Shareholders' meeting, accountability of the board toward shareholders, multiple voting rights and issues of particular interest
• Board models and structures
• Composition and appointment: Board of directors, board committees and management team
• Key qualities and skills of effective directors and officers
• Main and secondary responsibilities of directors and officers
• Use of independent board members
• Purpose and structure of main board committees (audit, governance, pension, human resources and compensation, scientific, information technology, etc.)
• How boards and management can work well together
• Compensation and evaluation of directors and officers
• Length of appointments and renewal conditions
• Board meetings and dynamics
• Available documents and information (agenda, minutes, resolutions, approvals, etc.)
• Relations between directors, shareholders, officers and external stakeholders
• New issues

Leadership, risk management and board leadership

• Selection of the board chair
• Importance of the role of the board chair
  • Role within the board
  • Role on committees
  • Importance of information
  • Evaluation of the role of chair
  • Evolution of the role of chair
  • Empowerment of individuals at every level
  • Developing the skills to recognize various styles of thinking, decision-making and conflict management
  • How to lead an effective meeting
  • Crisis and reputation management
  • Role of the board chair vs. role of the management team
• Leadership
  • Understanding, analyzing and honing leadership skills and styles
  • CEO vs. Chair: Effective teamwork and mutual respect
  • Emotional intelligence and leadership
  • Communicating with employees, shareholders, financial professionals, clients and the community
  • Fostering trust, support, open-mindedness and engagement
  • Promoting a culture of good governance

Board governance: Practical pointers

• Taking your place on the board
• Actively participating in strategic decisions
• Holding effective meetings and promoting positive interaction
• Which governance practices are right for your organization? (family controlled, no major shareholder, etc.)
• Facing new challenges: Sustainable development, various stakeholders' interests
• Discussions about certain grey areas in governance matters
• Globalization and the future of boards
• Case study: Simulation of a board meeting

This program aims to familiarize participants with new corporate governance rules and practices and provide them with an opportunity discuss the following topics: leading governance models; the importance of strategy; major legal, financial and ethical considerations; the roles and responsibilities of boards, directors, executives and committees; the personal liability of officers and directors; the importance of the role of the chair; and certain "grey areas" of governance.

Participants will build on their own experience to develop the management skills required to ensure solid governance adapted to the environment of their respective organizations.

The main goal of this seminar is to show participants how far governance has come over the years and where it is headed, having moved beyond a strictly fiduciary function into one that is essential to creating value and securing an organization's prosperity.

This program is of interest to all private- and public-sector board members, executives and professionals involved in governance matters.

1.9 continuing education unit (CEU) is awarded for this program