Foundations of Governance - Two and Half day Course

The Foundations of Governance Course consists of two and a half days covering key areas of governance, which include: the role of the governance professional, director management, advising the board, board dynamics, effectiveness, culture, relationships and conflicts.




Day 1 - Core of Governance and the role of the governance professional

This session sets out the expectations and growing role and responsibilities of the Governance Professional.  It will examine the legal commonalities and differences among various kinds of organizations and how they impact oversight, strategic and operational functions.

Participants will explore the following topics in depth:

  • What is a Governance Professional – Job description
  • The legal, regulatory and public policy basis of governance for not-for-profits, state-owned organizations, private and public corporations;
  • How the principles of accountability, transparency and independence can be practiced effectively in different organizational contexts;
  • Practical tools for developing effective governance practices under different organizational cultures
  • Legal Entities/structures (differences and similarities)
  • Duty of the corporate secretary
  • Director responsibilities, Mandate and fiduciary duties
  • Regulators and Laws
  • NFPs, Crowns, Co-ops, partnerships
  • Officers (role of CEO, Directors, CO), D&O Liability and Integrity agreements
  • Ethics, confidentiality , privacy, Conflicts of Interest, up-the-ladder reporting duties
  • Accountability, Transparency, Independence
  • Policy Management
  • Monitoring governance best practices sponsored by stakeholders

Day 2 – Director Management – Driving Board Effectiveness throughout the Director Life Cycle

The purpose of the session is to provide the tools for developing critical processes to enhance Board effectiveness from before directors join the Board, through their tenure and until they leave – with the objective of improving the Board’s decision-making processes

Participants will explore the following topics in depth:

  • The legal, regulatory and best practice requirements for key director processes
  • The role of the Governance Professional in supporting and encouraging good governance practices with regard to recruiting, orienting, education, evaluating and removing directors

Board Committees Framework

The purpose of this session is to provide information on the tools and framework for the purpose of committees, relationship to the board, roles and responsibilities, board delegation along with committee rights and authority.

Participants will explore the following topics in depth:

Committee focus and work

  • Types of Committees
  • Committee mandate template
  • Committee reporting process and template
  • Structuring the Committee

Day 3 – Soft Skills – Managing and Influencing Board Dynamics, Culture, Relationships & Conflicts

Boardroom dynamics have a significant yet largely unrecognized impact on good governance.  The governance professional has a critical role in supporting their board in fostering a more conducive boardroom culture by mastering the required soft skills to do so.


  • Janis Riven, BCL, LLB, MBA, FCIS, Acc.Dir (bio)
  • Heather Laxton, Chief Governance Officer & Corporate Secretary, Wesdome Gold Mines Ltd. (bio)

  • John Dinner, President, John T. Dinner Board Governance Services (bio)

Important Note:

This Event is one of three courses that make up the full GPC-EP education program and which leads to the GPC.D (Governance Professionals of Canada Designation). 

You have the option to register and attend this event without committing to the full Education program, however, you will not be eligible to the professional designation (GPC.D), unless you complete all 3 modules as well as their individual exams and the final evaluation. 

Participants who are registered for the Education program (GPC-EP) will be required to write an exam after the completion of this module. 

If you wish to enroll in the entire designation program to obtain the GPC.D designation (and save on the cost of the entire program), you can change your registration here: Education program on this link.

3/25/2022 8:30 AM - 3/27/2022 12:00 PM
Pacific Daylight Time
Online registration not available.

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The Governance Professionals of Canada (GPC) was created in 1994, shortly after the Dey Report was published by the TSX on ‘Where Are the Directors’. GPC‘s mandate is to be the voice of governance professionals in Canada. Its members deal with all matters affecting corporate governance, from board and committee processes, management and structure, disclosure, stakeholder engagement, legal and corporate compliance, as well as issues crucial to boards, their accountability and oversight.