ICD-Rotman Directors Education Program (DEP)

The DEP is not an entry-level director education course. It has been developed for experienced directors who wish to hone their skills and be more effective.

The course itself is focused primarily on for-profit governance with an emphasis on the governance of publicly-traded corporations. As such, the course is most appropriate for directors with for-profit governance experience or those directors and professionals with near-term opportunity to serve on for-profit boards.

Eligibility:

Admission into the DEP is granted to those applicants who meet the minimum national experience standard (the ‘bar’). The bar reflects the focus of the DEP on for-profit director effectiveness. The bar represents a combination of business acumen and professional experience, board service and director experience, and other factors such as education and honours, supported by appropriate references. Your application will be reviewed by an admissions committee and it is, therefore, important that you provide as much detail as necessary within this online application form. If you have any questions about your eligibility for the DEP, please email consult@icd.ca.

Board Experience:

Except in exceptional situations all admitted participants will have appropriate experience as a director. Preference is given to DEP applicants who have experience on for-profit boards. Preference is also generally given to those who have held independent board positions, as opposed to executive or ex-officio positions. Crown corporation boards and large non-profit boards that act as oversight boards are preferred over management boards or boards focused primarily on singular activities such as fundraising. While some consideration may also be given to applicants who have not served directly on boards but have extensive experience advising or otherwise working with boards (e.g. professionals who may have been prohibited from serving on boards by virtue of their professional capacity but advise and serve boards extensively), it should be noted that the DEP Admissions Committee does not consider this to be a substitute for experience as a sitting director, but rather as a complementary piece.

Executive Experience:

In addition to board experience, DEP applicants should also have a highly successful track record of senior executive or professional experience and be able to demonstrate significant business acumen. The DEP Admissions Committee is looking for individuals that have shown an ability to lead, innovate and inspire success at the highest professional levels, and have developed both a breadth and depth of experience as a result – the same qualities that will, in turn, serve them well as directors of for-profit corporations and complex organizations.

References:

The DEP Admissions Committee considers references to be an important part of the applicant’s overall admissions package and encourages appropriate referees.Both reference letters must be received by the ICD no later than the application deadline. Applicants are encouraged to provide references from fellow directors, professional peers or superiors, or other senior leaders who can comment on the applicant’s experience, character, and suitability for the program. Preference is given to references from DEP graduates, members of the ICD, and sitting directors who are familiar with the DEP focus and the DEP learning environment. Referees should be free of any material conflict with the applicant and applicants should avoid references from direct reports (which would include, for example, a CEO serving as a referee for a member of his/her board) and suppliers (including a service provider to the applicant - or to the organization of the applicant - serving as a reference, such as lawyers, accountants, auditors, etc.) who may feel encumbered due to the nature of the relationship.

The ICD-Rotman DEP Diversity Scholarship aims to facilitate the development of diverse representation in boardrooms across all sectors of the Canadian economy by providing access to governance education, to advance and strengthen directors' contributions to Canada's boardrooms and beyond.

This scholarship program enables underrepresented individuals to gain a strong governance education through Canada's leading director education program, the ICD-Rotman DEP. Preference is given to those who demonstrate a financial need and belong to one of the following groups: women, Indigenous Peoples, people with visible or invisible/episodic disabilities, members of racialized communities, and those who identify as 2SLGBTQI+.

Click here for additional information on the scholarship, application, and review process.

The scholarship has been made possible by the Institute of Corporate Directors, the Rotman School of Management, and their network of partner business schools across Canada.

Objectives

Directors are continually challenged by information gaps, time squeezes and the behavioural dynamics that can be encountered in the boardroom. The DEP has been specifically designed to help experienced directors overcome these challenges by introducing activities and processes that will assist them in fulfilling their role.

Complemented by some of Canada’s most accomplished and highly respected directors-in-residence, this course is taught by leading governance experts and is delivered in 4 modules, currently consisting of 5-6 half-day online sessions each.

The program offers experiential learning through breakouts and board simulations tailored to meet the needs of directors from public and private companies, Crown corporations, public institutions, co-operatives, and large not-for-profit organizations across Canada.

Benefits

Optimize your governance mission and fully exercise your leadership potential as a board director.

• DEP Alumni benefit from becoming part of a national network of 7,300 program graduates and  more than 16,500 ICD members across Canada.
• A dynamic learning environment rich with peer-to-peer insights, director dilemmas, board and committee simulations and case studies.
• Benefit from the collective knowledge and experience of an unparalleled faculty - national and local academics, seasoned directors and leading governance experts.
• Expanded networking opportunities with an unparalleled group of professional peers, locally and nationally.
• Flexible scheduling to meet your unique needs - modules may be taken in any of the eleven cities where the DEP is offered.
• The first step towards the ICD.D designation upon completion of a written examination and a board meeting simulation chaired and vice-chaired by some of Canada's most senior directors.
• Non-members of the ICD receive a one-year membership upon application.
• The ICD is a founding member of the Global Network of Director Institutes (GNDI), opening the door to the global director community.

The DEP admissions policy has been developed with a belief that positive learning environments are best achieved when a class is constructed by balancing diversity, experience, and the ability of participants to contribute positively within the board director group.

The DEP is not an open-enrollment program, and has a competitive admissions process. Space is limited and there is no guarantee of admission into the program.

Applications for each program are accepted up until that program’s respective application deadline, after which they are all evaluated collectively by the DEP Admissions Committee. You will receive notification of the Admissions Committee's decision by email about one month prior to the program start date.

Applications are weighed on their own merits, and against one another, and only those applicants that meet the DEP eligibility requirements will be considered for admission into the program.

How to Apply:

Once you’ve reviewed the DEP eligibility requirements and confirmed that you meet all the necessary criteria, fill out the application form for the DEP in the location of interest and submit supplementary documents as per the instructions on the application form.

Pre-Approvals for future DEP Cohorts:

In the event that more applicants meet the DEP’s eligibility requirements than there are spaces in the program, the Admissions Committee will put together a class from the approved applicants that best meets the desired balance described above. Those applicants that are approved for admission to the DEP, but cannot be accommodated in that specific cohort, will be pre-approved for the next DEP cohort in that city.

 The DEP is delivered in four modules, typically consisting of 3 in-person sessions each.

DEP modules consist of 3 days of in-person sessions* each. They are taught by leading faculty of prominent business schools, some of Canada’s most experienced directors, and leading governance experts.

*Module delivery format subject to change.

MODULE I Strategy Oversight & Foresight:

Module I provides a comprehensive overview of the fundamental board tasks and processes including director legal duties and responsibilities, overseeing strategic decisions, as well as managing group dynamics and decision-making in the boardroom.

Key Focus Areas:

• Program and Participant Introductions
• Learn about Board Functions and Duties
• Director Duty of Care & Legal Framework
• Fundamentals of Business Strategy
• Indigenous Governance

MODULE II Financial & Stakeholder Oversight:

Module II focuses on the board’s responsibility to oversee and monitor financial performance, health, and disclosure. Participants take part in group exercises that illustrate how to effectively organize and run audit committees, as well as improve their personal effectiveness in the board meeting context.

Key Focus Areas:

• Overseeing Rights Holders & Stakeholders Issues
• Social Media & Artificial Intelligence
• Financial Reporting & Discretionary Accounting
• Roles & Duties of the Audit Committee
• Shareholder Engagement Issues & Trends
• Crisis Management

MODULE III Value-Added Boards & Organizations:

Module III focuses on the board’s role in enhancing human performance, including the appointing, evaluation, compensation and renewal of the executive team. This module also examines how to structure

boards with the appropriate set of director skills and experiences.

Key Focus Areas:

• Evaluating the CEO & Succession Planning
• The Changing World of Director Liability
• D&O Liability Insurance
• Roles of the Compensation Committee
• Board Effectiveness & Board Evaluations
• Avoiding Decision Failure
• Boardroom Negotiations

MODULE IV Risk Management:

In Module IV, participants integrate their learning across the four modules by employing an enterprise risk management framework that helps directors identify and prioritize the wide range of issues influencing their organizations. Some of the specific risks and issues include mergers and acquisitions, technology investments, operations crises, finance irregularities, human capital failures and governance breakdowns.

Key Focus Areas:

• Enterprise Risk Management & ESG
• IT & Cybersecurity Risk
• M&A
• Ethics & Reputational Risk
• EDI

Application Fee:

Non-Member: $600 plus applicable taxes.*

ICD Individual Member: $150 plus applicable taxes.

ICD Member Board Company: $0

*Non-members: receive a one-year ICD membership on application to the DEP, valued at $450.

Program Fee:

$21,950 plus applicable taxes.

This fee includes tuition, all reading materials, and ICD.D examination fees. The DEP is a tax-deductible expense. A T2202A form will be issued for the payment of DEP tuition fees.

You can find the ICD-Rotman Directors Education Program (DEP) Refund Policy here