You’ll learn how governance is defined, rules and practices, the characteristics of effective directors and high-performing boards, and valuable communications strategies for group interaction. This module uses case studies and role-play simulations with actors to help you explore constructive solutions for challenging board situations.

In summary:

• Understand the roles, responsibilities, and accountabilities of the board as a whole—the chairperson, management, and committees.
• Learn about the different models, theories, and principles of governance.
• Understand the legal and fiduciary responsibilities of boards and directors, and how to recognize indications of fraudulent activities.
• Discuss board and director independence.
• Learn how to contribute, encourage, and benefit from independent thought and effective dialogue.

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This module will help you hone your strategic thinking skills, understand the difference between strategic planning and operational effectiveness, and develop your own strategic leadership style that fosters planning, measurement, accountability, and communication. You’ll learn how to evaluate and set effective board and director expectations, plan CEO succession and balance stakeholder relationships. You’ll also review strategic planning for risk governance and compensation committees.

In summary:

• Learn how to collaborate with management to establish a clear, deliverable corporate strategy in which all board decisions can be anchored.
• Understand which information boards require to identify corporate risk and then to control, mitigate or translate it into opportunity.
• Learn how to select the best mix of board members who understand the scope and requirements of the job.
• Learn how the board and CEO relationship works and the value of an effective succession-planning process.
• Understand how the board and human resource/compensation committee work to achieve appropriate CEO and director compensation.
• Learn how to incorporate stakeholder interests into your corporate strategy and operations.
• Learn how to capitalize on the individual strengths of your board team in tackling problems and issues.
• Learn how to introduce design thinking into the boardroom and practice some of the principles learned over the course of the module.

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You’ll learn how to measure performance and align strategic objectives with financial results and overall success. We’ll explore board performance scorecards, as well as the details of internal audits, including the relationships and roles of the audit committee, the internal auditor, and the management team. We’ll also cover risk oversight, learning from past governance failures and anticipating future governance challenges. You’ll see how board directors can oversee the performance of the corporation and its management team.

In summary:

• Ensuring directors understand what is meant by financial literacy and have the requisite knowledge and skills to contribute to board and committee discussions regarding the oversight of financial performance and risk.
• Understanding the roles, responsibilities, and relationships between the board and the audit committee, the internal audit, and the external auditor.
• Clarifying key questions directors can ask about risk management in their oversight role.

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(formerly Communication and Social Responsibility)

Module 4- Effective Governance Under Complex Circumstances focuses on overcoming “knowing-doing” gaps in board performance—why we often fail to do what we know is best practice. You’ll explore trending situations that require new approaches to governance in areas such as environment, social governance (ESG), innovation governance, and ethical decision-making. You’ll reflect on your own emotional skills as you address governance cases dealing with reputation and crisis management.

In summary:

• Emotional intelligence in the boardroom.
• Group decision-making skills.
• Navigating ethical dilemmas.
• Considering the link between governance and ESG.
• Learning about innovation governance.
• Governing under special circumstances – mergers, acquisitions, and takeovers.
• Crisis identification, and reputation management.
• Understanding D&O insurance and corporate indemnification.
• Effective board meetings to accomplish set objectives.

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Unique to The Directors College, this final module lets you experience realistic board situations, complete with professional actors to bring the simulation to life. Our alumni rate this module as the highlight of the program, providing a dynamic opportunity to bring together all the lessons and behavioural strategies you’ve learned throughout the four previous modules.

In summary:

• Put into practice all your experiences and lessons from the previous four modules.
• Participate as a board member at board and committee meetings as you experience a “day on the board” of our simulated corporation.
• Gain personal insight on how your board behaviour, and that of others, affects board processes and productivity.
• Evaluate other participants and provide valuable feedback.

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