ICD-Rotman Directors Education Program (DEP)

The ICD-Rotman Directors Education Program is Canada’s leading certificate program for board directors and the pre-requisite to qualifying for the esteemed ICD.D designation.

Individuals who successfully achieve the ICD.D designation have demonstrated their board expertise and leadership competency to serve as a highly qualified and effective director.

The in-person 12 day-4 module program is delivered in partnership with the Rotman School of Management, University of Toronto the internationally recognized and the top ranked business school in Canada and through Rotman’s network of leading business school partners across Canada.

Delivered over 20 years, the DEP curriculum is uniquely focused on dynamically educating accomplished directors on the role, accountabilities, knowledge and competencies required of a highly effective board director.

The program attracts directors who want to advance their contributions to the boards they serve. They recognize that experience is often the best teacher. This is why the program places a strong emphasis on guest lecturers who provide real world director level expertise on issues relevant to today’s decision making. Participants also benefit from learning from the breadth and depth experience of their class peers, in a small working environment which emphasizes “director dilemma” case dialogue.

Upon successful completion of the ICD-Rotman DEP, candidates undergo a comprehensive exam of governance acumen and competencies deemed essential for directors, administered by the Institute of Corporate Directors. Individuals who pass the exam, are awarded the ICD.D designation. ICD.D leaders are then expected to maintain their annual standing and remain current through continued knowledge acquisition, vital to the high demand role directors play.

Each year the ICD offers up to 15 course starts in locations across Canada. Entrance into the program is competitive. Candidates are required to provide two letters of recommendation at the time of application, citing their relevant board and leadership experience.

Individuals who have a demonstrated track record in directorship on comprehensive boards will be considered for the program. Given the growing complexity of board governance, candidates are expected to have a strong baseline knowledge of governance, have several years experience on for profit or complex boards and be able to contribute meaningfully to the class dialogue.

The DEP Admissions Committee comprises individuals from Rotman and the ICD. Admission into the program rests on the candidate’s board director experience business acumen, professional track record of success, leadership profile and other notable accomplishments.

Individuals whose board experience may be limited to not-for-profit or who are early in their board governance education, may opt to apply to the open enrollment ICD-Rotman Governance Essentials Program.

 Applications for any given program up are accepted up and until one-month prior to the course start, to accommodate the curation of the class and to provide participants with the required pre-work in advance of the class start date.  There is a $600 fee to apply, which includes membership in the Institute of Corporate Directors for a 15-month period.

Applications are taken on-line, and candidates are asked to indicate their first, second and third preferences of location and start dates. The ICD recognizes that this program is taken while individuals are in high-demand roles. As such a virtual offering is available and accommodations are considered. Accepted candidates will be expected to stay with the class cohort that they begin the program with, as one of the values of the program is building meaningful relationships within the cohorts and director community.

References are an important factor in determining who is accepted into the program. Ideal referees are fellow board directors, professional peers or superiors, or other senior leaders who can comment on the applicant’s experience, character, and suitability for the director-level program.  Please note that LinkedIn profiles will also be reviewed during the admissions process.

The DEP is a comprehensive, highly interactive program, delivered over 4 modules of 3 days in length, over a 9-month period.  This allows for participants to apply what they are learning in the classroom to their board work.

The core curriculum remains standard, to ensure participants have a sophisticated grounding in board governance. Variable curriculum is added to meet the changing demands of board governance or to provide specialist areas of study in select markets.

The program is a combination of lectures, classroom dialogue and director dilemma case study breakouts. Social gatherings with the class cohort add to the experience.

Consults with the ICD, are available to provide further insight into the program. Consult@icd.ca.

MODULE I Strategy Oversight & Foresight:

Module 1 is a comprehensive overview of the core 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:

• Board Director Competencies
• Director Duty of Care & Legal Framework
• Fundamentals of Business Strategy
• Indigenous Governance

Module 1 also provides the opportunity for participants to meet and to gain an appreciation for the depth of experience in the room.

MODULE II Financial & Stakeholder Oversight:

Module II focuses on the board’s responsibility to oversee and monitor financial performance, organizational 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
• Financial Reporting & Discretionary Accounting
• Roles & Duties of the Audit Committee
• Shareholder Engagement Issues & Trends
• The implications of AI
• Crisis Management
• Social Media

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
• IT & Cybersecurity Risk
• M&A
• Ethics & Reputational Risk
• The role of DEI

Module IV concludes with class dinner, mock-boardroom simulation, followed by the class graduation.

Application Fee:

ICD Individual Member: $150 plus applicable taxes. Non-refundable.

Members through a Member Board Company: $0

Non-Member: $600 plus applicable taxes. With application, non- ICD members receive a 15-month membership valued at $450. Non-refundable (unless accepted as a scholarship recipient).

All applications must be accompanied with two letters of reference before being considered for entrance into the program.

Program Tuition Fee:

DEP classes starting in 2025: $21,950, plus applicable taxes.

DEP classes starting in 2026: $23,050, plus applicable taxes. 

Fees include tuition, all reading materials, where applicable meals during the program, and the ICD.D administered examination fee to be accredited.

A T2202A form will be issued for the payment of DEP tuition fees portion. If you intend to claim this program for tax purposes, please check with your financial advisor on any tax-related implications.

Cancellation Policy:

The ICD recognizes that there may circumstances when the candidate cannot attend the ICD-Rotman DEP.

Please refer to the education refund policy.

^{*The city listed refers to the location of the business school out of which the program will be delivered.}

^{*The Montreal offering of the ICD-Rotman Directors Education Program (DEP) is delivered bilingually.}

The ICD-Rotman DEP Diversity Scholarship aims to facilitate the development of diverse representation in boardrooms by providing access to advanced governance education. Canada.
Each year there are up to 15 scholarships available, representing one scholarship per DEP cohort. The scholarship provides entry into the ICD-Rotman DEP, the ICD.D examination fee and a complimentary membership in the ICD of 15 months for non-ICD members. Scholarship recipients will receive a refund of the DEP application fee upon acceptance. ICD and Rotman are committed to ensuring the confidentiality of scholarship recipients.

Scholarship Eligibility

Consideration for ICD-Rotman DEP Diversity Scholarship is founded on:

1. Completed DEP application and being accepted into the program.

2. Demonstration of financial need.

3. Self-identification within the diversity eligibility criteria:

• Women

• Indigenous Peoples

• Persons with visible or invisible/episodic disabilities

• Members of racialized communities

• Those identifying as from the 2SLGBTQI+ community

*IMPORTANT: Your Scholarship application will only be considered complete once you have submitted your DEP course application and paid the application fee.

Application and Review Process

Interested candidates must first apply to the ICD-Rotman DEP and pay the application fee and simultaneously apply within the ICD- Rotman DEP Diversity Scholarship during the three application intakes deadlines. Scholarship applications are evaluated and conferred by the ICD-Rotman DEP Admissions Committee and the ICD-Rotman DEP Scholarship Review Committee. The decisions of the committee are final. Candidates will receive a notification of the Committees’ decisions by email approximately one month before their preferred program start date.

ICD-Rotman Diversity Scholarship Application Deadlines:

Note: DEP course deadlines vary for those not applying to the ICD-Rotman Diversity Scholarship. For any questions related to the scholarship please email education@ ica.ca.