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Syllabus

Issues and Challenges of a Value-Creating Governance®

September 24, 2020

Best Practices in Governance — Hubert Manseau

8:30 – 9:00 PRESENTATION OF THE PARTICIPANTS AND INTRODUCTION
9:00—10:30

BEST GOVERNANCE PRACTICES

  • Allaire And Firsirotu’s Model: Toward a “Value-Creating” Governance—the Four Pillars Of Governance (IGOPP)
  • The Mechanisms of Governance
  • Role of the Board of Directors
  • Information Asymmetry
  • Shared Governance
  • Reliance on Independent Directors
  • A Demanding Career
  • Relationship Between Directors, Shareholders, Managers and Stakeholders
10:30—10:45 COFFEE BREAK
10:45—11:45 

AN EFFECTIVE BOARD OF DIRECTORS

  • The Size and Composition of the Board
  • Qualities and Key Skills of Effective Directors and Managers
  • Compensation and Performance Evaluation of Directors and Managers
  • The Role of Psychology Within Boards
  • Typology of Directors (Inside the Boardroom—Richard Leblanc)
11:45—12:00 DISCUSSION AND CONCLUSION

October 1, 2020

Understanding the Strategic Component and the Major Issues — Jean-Daniel Brisson

8:30 – 9:00 INTRODUCTION
9:00—9:45

THE IMPORTANCE OF STRATEGIC PLANNING

  • The Process of Strategic Planning
  • The Methodology of Strategic Planning
  • An Example of a Strategic Planning Calendar
  • The Objectives of an Internal Diagnostic
  • An Example of a Simple Diagnostic Matrix
  • Guideline: The Mission and the Vision
  • Allaire And Firsirotu’s Model: the Four Perspectives of the Market
  • Basic Strategic Options
  • An Example of an Action Plan
9:45—10:15 CASE STUDY
10:15—10:30

COFFEE BREAK

10:30—11:15

THE ROLE OF THE ADMINISTRATOR AND STRATEGY

  • Evolution of the Role of the Board of Directors
  • The Degree of Involvement of the Board of Directors in the Process of Strategic Planning Depends on Many Factors
  • The Director and the Strategy
  • The ‘’W“ Approach
  • The Most Common Mistakes in Strategy
  • Long-Term Vision, Regular Monitoring and Dashboard
11:15—11:45

RISK AND CRISIS MANAGEMENT

  • Understanding and Measuring Corporate Risk Management
  • Role and Responsibilities of Directors in Crisis Management
  • Prevention and Effective Management of Conflicts Within the Organization
  • Reaction Mechanism
11:45—12:00 CONCLUSION—DISCUSSION

October 8, 2020

Understanding Your Legal Duties, Risks and Responsibilities — André Laurin

8:30 – 9:00 INTRODUCTION
9:00—9:30

AN INTRODUCTION TO THE CONCEPTS

  • Legal Person, Constituent Act, Legislative and Additional Regulatory Framework
  • The Board of Directors
  • The Directors
9:30—10:00

DUTIES OF ADMINISTRATORS

  • General Duties, Responsibilities and Statutory Presumptions
  • Understanding the Duty of Diligence
  • Understanding the Duty of Loyalty
10:00—10:30

LEGAL AND ETHICAL ASPECTS: RESPONSIBILITIES OF DIRECTORS

  • Potential Responsibilities and Liability Insurance
  • Governance
  • Integrity and Ethics

 

10:30—10:45

COFFEE BREAK

10:45—11:15

CASE STUDIES

11:15—11:45

MEETING MANAGEMENT AND BOARD DYNAMICS

  • How to Optimize the Discussions During Board Meetings
  • Roles and Responsibilities of Directors
  • Confidentiality of Discussions
  • Solidarity of Decisions
  • The Usage of Closed Meetings (“In Camera Session”)
  • The Reason Behind the Use of External Experts
11:45—12:00 CONCLUSION

October 16, 2020

The Chairman of the Board of Directors: Issues and Challenges—Johanne Brunet

8:30 – 10:45

CHAIRING THE BOARD

  • The Importance of the Role of the Chair of the Board of Directors: Evolution, Definition, Selection and Qualities
  • The Key Skills of the Chair
  • Role of the Chair VS. the Management
10:45—11:00

COFFEE BREAK

11:00—11:45

OPTIMIZING THE FUNCTIONING OF THE BOARD OF DIRECTORS: THE ROLE OF THE COMMITTEES

  • Objectives of Committees     
  • The Different Committees for the Board
  • General Features of Committees
  • Reporting to the Board of Directors
11:45—12:00 CONCLUSION - DISCUSSION

October 22, 2020

Understanding the Financial Model: What Are the Issues? —Pascale Gaudreault & Mirella Pisciuneri

8:30 – 9:00 INTRODUCTION
9:00—9:30

ROLES AND RESPONSIBILITIES OF THE BOARD OF DIRECTORS IN THE FINANCIAL REPORTING

  • Roles of the Board of Directors
  • Roles of the Audit Committee
  • The External and Internal Auditors
  • The Motivation of Managers — A Source of Risk
9:30—10:30

CREATIVE ACCOUNTING—ORIGINS, CONSEQUENCES

  • Generally Accepted Accounting Principles
  • Typical Financials Objectives
  • “Creative Accounting” Strategies
  • Choice of Accounting Policies
  • Accounting Estimates
  • Fraud
10:30—10:45 COFFEE BREAK
10:45—11:15

CASE STUDIES

11:15—11:45

CREATIVE ACCOUNTING AND DETECTION STRATEGIES

  • Transactions Made to Manage Performance Results
  • Detecting Creative Accounting
11:45—12:00 DISCUSSION & CONCLUSION

October 29, 2020

Discussion Points and Conclusion — Hubert Manseau

8:30 – 9:00

NTRODUCTION

9:00—10:30

GOVERNANCE OF THE BOARDS OF DIRECTORS: POINTS   TO REMEMBER

  • Allaire And Firsirotu’s Model: Toward a “Value-Creating” Governance—The Four Pillars of Governance (IGOPP)
  • Ten Tips to Remember
10:30—10:45

COFFEE BREAK

10:45—11:45

DISCUSSION POINTS: GOVERNANCE ISSUES

  • Discussion with the Participants on their own Governance Issues
  • Discussion with the Participants on Contemporary Governance Issues
11:45—12:00 CONCLUSION - DISCUSSION
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