Board of Directors

Canada's Corporate Governance Guidelines Are Out of Date

Richard Leblanc | Posted 10.28.2014 | Canada Business
Richard Leblanc

In my teaching, research and consulting, I no longer use "NP-58201 Corporate Governance Guidelines," June 17, 2005 ("Guidelines"), that apply to publicly traded companies in Canada, as an example of exemplary corporate governance. Here are the ten deficiencies to the guidelines as I see them.

Why Board Training Needs To Be Part of the Business Curriculum

Eric Quon-Lee | Posted 07.01.2014 | Canada
Eric Quon-Lee

Not only is the millennial generation changing the meaning of corporate, they are also changing how corporations are run. Increasingly, corporations are changing their mission statements to better reflect the "triple bottom line," which emphasize their corporate social responsibility initiatives as a means to better appeal to the next generation of employees.

Activists Need to Get Out of the Street and into the Boardroom

Eric Quon-Lee | Posted 03.16.2014 | Canada Business
Eric Quon-Lee

Strikes, picket lines and other forms of protest that require significant labour resources are ineffective against corporations that can use automation or outsourcing as significant bargaining chips. If this is the case, how are activists meant to effect real change? One way is in the corporate boardroom.

Ten Corporate Governance Trends for 2014

Richard Leblanc | Posted 03.15.2014 | Canada Business
Richard Leblanc

1. Active owners focused on performance. Expect pressure by activists and institutions for boards to control under-performing management to continue u...

How Long Should a Board Director Serve?

Richard Leblanc | Posted 11.19.2013 | Canada Business
Richard Leblanc

Many directors hang on to directorships for far too long. I counted several directors who have been on corporate boards for 10, 15, 20 and 25 years. Many directors hang on to directorships for far too long. I counted several directors who have been on corporate boards for 10, 15, 20 and 25 years.

What Award-Winning Companies Do Right

Richard Leblanc | Posted 11.17.2013 | Canada Business
Richard Leblanc

I recently served on a governance awards judging panel assembled by the Canadian Society of Corporate Secretaries (CSCS). Winners of the awards were announced at this organization's annual conference in Halifax last month. I participated in a plenary discussion to discuss some of the winning practices.

10 Questions to Ask Before Joining a Non-Profit Board

Greg Vermeulen | Posted 10.23.2013 | Canada Business
Greg Vermeulen

Here are 10 Questions you should cover off before signing up as a Director with a non-profit Board. As a Director, ignorance is not bliss; it is your job to know about risks. You will demonstrate a lot of sophistication if you ask these questions before agreeing to join.

Director Training Is 20 Years Behind the Times

Greg Vermeulen | Posted 09.12.2013 | Canada Business
Greg Vermeulen

Non-profit organizations (NPOs) are governed by a board of highly skilled directors. While significant advances in technology and education have taken place over the past few years, director training has essentially remained the same for the past 20 years.

Incentive Pay That Works

Richard Leblanc | Posted 09.08.2013 | Canada Business
Richard Leblanc

It is hardly surprising that boards do not focus on value creation, strategic planning, or maximizing company performance, survey after survey, as much as they do on compliance. Their compensation structure does not incent them to. Here is what is needed to align director pay with shareholder interests:

Starting a New Business? Get On Board

Sulemaan Ahmed | Posted 09.07.2013 | Canada Business
Sulemaan Ahmed

One of the best pieces of advice I've ever received as it relates to starting or building a business is this: Get a board of directors. Why would someone running a business want a board of directors? That's a great question and here is my humble opinion: Starting and running a company is hard work and at times it can be damn lonely.

38 Ways to Make Boards Better

Richard Leblanc | Posted 08.08.2013 | Canada Business
Richard Leblanc

What follows is a series of recommendations that could apply to any public board to: make it more focused on value creation; to strengthen real director independence, including from management; to strengthen management accountability to the board; and to strengthen board accountability to shareholders.

Short Termism and the Danger to the Canadian Economy and Companies

Errol P. Mendes | Posted 05.27.2013 | Canada Business
Errol P. Mendes

There is a concept, called short-termism, which could devastate finances in the future, and has in the past devastated the millions who rely on their paycheques or pensions in the corporate world.

What the Board and Management Want From Each other

Richard Leblanc | Posted 03.30.2013 | Canada Business
Richard Leblanc

I recently trained a group of directors and CEOs from the banking and agricultural sectors in Texas and Arizona. We discussed mutual expectations on the part of the board and management. The following represents the output of these discussions, which could apply to a variety of boards.

Why You Need Trust in the Boardroom

Deborah Nixon | Posted 12.29.2012 | Canada Business
Deborah Nixon

Trust at the board level is necessary at three intersection points: board and CEO, board member to board member, and CEO to C-suite. Why does trust matter? Think about the transactional costs of a low-trust relationship. In low trust relationships, suspicion abounds and parties feel compelled to paper every decision and every discussion. What can boards and executives do about this? Here is some advice.

The Benefits of Carbon Shadow Pricing

Tyler Elm | Posted 12.22.2012 | Canada Business
Tyler Elm

Placing a price on carbon of anywhere from $10 to $80 a tonne can have a profound effect on business planning. It can help a company cut costs, while dramatically reducing its risk and exposure to rising energy prices and a price being put on carbon. Which brings us to an important question...

Four Steps to a More Diverse Corporate Board

Deborah Nixon | Posted 12.12.2012 | Canada Business
Deborah Nixon

Only 150 out of 1000 Canadian companies had any diversity on boards. What is the business case for diversity on boards? There is no clear evidence that diverse boards create greater shareholder value. There is, however, evidence that diverse groups make better decisions and mitigate group-think.

The Recipe for Contaminated Beef? Shoddy Governance

Richard Leblanc | Posted 12.03.2012 | Canada Business
Richard Leblanc

The management of XL Foods Inc., which has been in the news for causing the biggest beef recall in Canadian history, has not figured out the most important issue is how the company governs food safety. Neither XL foods or its parent company appear to have any independent directors, who are essential to ensuring internal management does not cut corners. No one likes to be controlled, least of which entrepreneurial employees. However, ask yourself if defective internal controls are worth the price, in terms of reputation and financial loss. It can indeed be a run on the bank if consumers don't have confidence, and it can get worse unless governance checks are put in place.

Are Advisory Firms Conflicted in this New Governance Normal?

Deborah Nixon | Posted 10.02.2012 | Canada Business
Deborah Nixon

When boards engage law firms, should they use the same firm that management uses? We don't think so. Law students are taught that you cannot act for two clients whose interests are, or could be, adverse, e.g., a husband and wife in a divorce, a purchaser and vendor of a home, and so on.

Dealing With Shareholder Activists

Richard Leblanc | Posted 11.19.2012 | Canada Business
Richard Leblanc

Recently, there have been some examples of shareholder activism, at Yahoo, Research in Motion and CP Rail. What does not seem to dawn on people (at least not completely) is that if public company boards really understood and did their jobs, there would be no need for "shareholder empowerment." The only question in responding to a "concerned" or activist shareholder is: what is in the best interests of the company and its shareholders?

Starting Fresh After a Scandal

David Gebler | Posted 07.29.2012 | Canada Business
David Gebler

Think of it as walking into a neighbourhood leveled by a tornado. That pretty much sums up what a special type of CEO faces -- one who's been brought on after the termination or resignation of a scandal-ridden predecessor. A CEO version 2.0 has a lot to contend with in that kind of wake. Here are some tips...