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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

HEC Montréal
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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

Coordinator and instructor:

Michel Nadeau
Michel Nadeau

Executive Director, Institute for Governance (IGOPP)


Jean-Daniel Brisson
Jean-Daniel Brisson

Founder and President, Groupe conseil Stratexec Inc.
Pascale Gaudreault
Pascale Gaudreault

Partner, Deloitte

M<sup>e</sup> André Laurin
Me André Laurin

Partner, Lavery
Hubert Manseau
Hubert Manseau

Co-Founder, Multiple Capital Inc.

Directors and officers: Good governance practices
Day 1 – Morning

Hubert Manseau

  • 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
  • Board size and composition
  • Key attributes and skills of successful directors and officers
  • Compensation and evaluation of directors and officers
  • Types of directors

Chairing boards and committees
Day 1 – Afternoon

Michel Nadeau

  • Role of chair: Importance, evolution, definition, selection, characteristics
  • Key skill sets of a chair
  • Role of chair vs. role of management
  • Purpose of committees
  • Which committees does your board need?
  • Accountability to the board

Legal and ethical considerations
Day 2 – Morning

Me André Laurin

  • Recap of key concepts
  • General duties, responsibilities and statutory presumptions
  • Responsibility and accountability of directors and officers
  • Duty of care and loyalty: Elements and interpretation
  • Precautions and protective measures at a director’s initiative
  • Integrity and ethics
  • Conflicts of interest
  • Use of closed sessions
  • Duty of confidentiality
  • When and how to express dissent 
  • Under what circumstances, and using what means, should a director step down?
Strategy and risk management
Day 2 – Afternoon
Jean-Daniel Brisson
  • Importance of strategic planning: Approach, methodology and examples
  • Allaire and Firsirotu model: Four pillars
  • Basic strategic options
  • How the board’s role has changed over time
  • Factors that affect the board’s degree of involvement in strategic planning
  • Common strategy errors
  • Long-term vision, regular follow-up and dashboards
  • Understanding and measuring corporate risk management
  • Role and responsibilities of directors in a crisis situation
  • Effective prevention and management of internal conflicts
  • Reaction mechanism

Financial considerations and financial reporting
Day 3 – Morning

Pascale Gaudreault

  • Role and responsibilities of the board in terms of financial reporting
  • Understanding your organization’s financial model
  • Selecting performance indicators specific to your firm
  • Major accounting rules and standards
  • Financial strategy planning and follow-up
  • Managers’ motivation: A source of risk
  • Fraud in financial reporting: Definition, components, response and board’s role
  • Creative accounting: Origins and consequences
  • Internal audits: Why they exist and what they can contribute to the board and its committees

Bringing it all together, case study and wrap-up
Day 3 – Afternoon

Hubert Manseau

  • Board governance: Important takeaways
  • Discussion points: Governance challenges
  • 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.

Attendees will receive a copy of Plaidoyer pour un nouveau capitalisme and La vertu du juste milieu, written by Yvan Allaire and Mihaela Firsirotu.


Former Title :

“Corporate Governance: The New Rules of the Game”

For more information about this program


Pascal-André Allaire
Senior Advisor


514 340-6001 > Executive Education > Our programs > Seminars > Value-creating governance®: key issues and challenges

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