Value-creating governance^®: key issues and challenges

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) – 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 (morning) – 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 2 (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 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

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”