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Value-creating governance®: key issues and challenges

In the coming decade, the role of governance is poised to evolve into much more than board oversight of a management team. It will build on solid core values to espouse optimal strategic and financial management and serve as an anchor for good governance practices. The success of this transition will be shaped not only by the skill and commitment of board members, but also by their overall credibility and legitimacy. This seminar addresses the specific needs of directors, officers and business owners interested in spurring the growth of their company and showing shareholders that they have the know-how and integrity to manage even the most complex organizations.

Presented in partnership with:



$2,495 + taxes


Three days – 8:30 a.m. to 5 p.m.

Course given in French

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  • Understand the changing nature of governance.
  • Grasp the essential role of “value-creating governance®” for today’s organizations.
  • Explore various governance models and the strategic, financial, legal and ethical implications of governance.
  • Familiarize yourself with the new rules and best practices of good governance.

Is this for you?

  • Professionals involved in governance
  • Leaders
  • Business owners
  • Board members

Special features

  • Focus on dynamic group discussions, guided and enriched by the instructors’ wide-ranging experience working with boards.

"This is an outstanding program. Three days very well spent."

Renée-Claude Turgeon, Director, Human Resources, Sperian Protection

"Business leaders interested in the value-creating aspect of a good board of directors owe it to themselves to take this course."

Louise Bernard, Vice-President, Distech Controls

"The instructors are all excellent educators, with plenty of real-world experience to draw on."

Richard Starr, CPA, CGA, C.Adm, Finanstarr Gestion Immobilière


François Dauphin
François Dauphin
Chief Executive, Institute for Governance (IGOPP)


Jean-Daniel Brisson
Jean-Daniel Brisson

Founder and President, Groupe conseil Stratexec Inc.
Johanne Brunet
Johanne Brunet
CPA-CGA, MBA, PhD (Industrial and Business Studies)
Professor, HEC Montréal
Pascale Gaudreault
Pascale Gaudreault

Partner, Deloitte

Claude Mc Master
Claude Mc Master
BAA, Ing., M.Ing., ICD.D
President, Avingco Capital inc.
Mirella Pisciuneri
Mirella Pisciuneri
CA - Accounting
Financial Advisor, MP Consulting
André Vautour
André Vautour
Partner, Lawyer, Lavery

Day 1 (morning) – Good governance practices
Claude Mc Master

Good governance practices

  • Allaire and Firsirotu’s “value-creating governance®” model (IGOPP): Four pillars of governance
  • Governance mechanisms
  • Role of the board of directors
  • Information asymmetry
  • Shared governance
  • Independent directors
  • A demanding task
  • Relationship between directors, shareholders, officers and external stakeholders

Day 1 (afternoon) – Strategy and risk management
Jean-Daniel Brisson

The importance of strategic planning

  • Approach to strategic planning
  • Strategic planning methodology
  • Sample planning calendar
  • The purpose of an internal analysis
  • Example of a basic analysis grid
  • Plotting your course: Mission and vision
  • Allaire and Firsirotu’s model: Four market perspectives
  • Basic strategic options
  • Sample action plan

The role of the board member and strategy

  • How the board’s role has changed over time
  • Factors that affect the board’s degree of involvement in strategic planning
  • Board members and strategy
  • The “W” approach
  • Common strategy errors
  • Long-term vision, regular follow-up and dashboards

Risk and crisis management

  • Understanding and measuring corporate risk management
  • Role and responsibilities of directors in a crisis situation
  • Effective prevention and management of internal conflicts
  • Reaction mechanism

Day 2 (morning) – Chairing boards and committees
Johanne Brunet

Chairing boards

  • Role of chair: Importance, evolution, definition, selection, characteristics
  • Key skill sets of a chair
  • Role of chair vs. role of management

Optimizing board performance: The role of committees

  • Purpose of committees
  • Which committees does your board need?
  • General board characteristics
  • Accountability to the board

Day 2 (afternoon) – Integrity and legal/ethical considerations
André Vautour

Recap of key concepts

  • Legal entity, act of incorporation and additional legislative and regulatory framework
  • Board of directors
  • Board members

Board member duties

  • General duties, responsibilities and statutory presumptions
  • Interpreting the duty of care
  • Interpreting the duty of loyalty

Legal and ethical considerations: Board member responsibilities

  • Potential liability and insurance
  • Governance
  • Ethics and integrity

Meeting management and board dynamics

  • How to streamline board discussions
  • Members’ roles and responsibilities
  • Confidentiality of board discussions
  • Consensus in decision-making
  • Use of in camera sessions
  • Seeking out external experts

Day 3 (morning) - Financial considerations and financial reporting
Pascale Gaudreault and Mirella Pisciuneri

Role and responsibilities of the board in terms of financial reporting: Understanding the organization’s financial model

  • Roles of board members
  • Role of the audit committee
  • Internal and external auditors
  • Managers’ motivation: A source of risk

Creative accounting: Origins and consequences

  • Generally Accepted Accounting Principles
  • Typical financial goals
  • Creative accounting strategies
  • Formulating accounting policy
  • Accounting estimates
  • Fraud

Creative accounting strategies and detection

  • Structuring transactions for earnings-management purposes
  • Detecting creative accounting

Day 3 (afternoon) – Key takeaways, topics for discussion and conclusion
Claude Mc Master

Board governance: Highlights

  • Allaire and Firsirotu’s “value-creating governance®” model (IGOPP): Four pillars of governance
  • 10 tips to remember

Topics for discussion: Governance challenges

  • Discussion with participants about their governance concerns
  • Discussion with participants about contemporary issues in governance
  • Introduction to a reference framework
  • Hands-on workshops and case studies
  • Interactive discussions

Participants in all of our seminars will receive a certificate of completion from Executive Education HEC Montréal.

On Becoming An Activist Board

Black Markets And Business Blues

Attendees will receive a copy of On Becoming An "Activist" Board and Black Markets And Business Blues.


Former Title :

“Corporate Governance: The New Rules of the Game”

For more information about this program

 Make an appointment with:

Émilie Mazet

Émilie Mazet
Program Manager

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