Corporate Governance

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Are Canadian Companies Undermining U.S. Climate Action?

Would you be surprised if I told you that Canadian corporations are contributing to a legal challenge against the U.S. government's foremost program to tackle climate change? That they are helping to fund an army of lawyers and lobbyists aggressively challenging climate regulations south of the border?
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Why Canada is an Activist Investor's Paradise

Over the past several years, Canada has seen an increasing number of high profile U.S. activist campaigns: Pershing Square's successful action against Canadian Pacific Rail; Jana Partners campaign against Agrium Inc.; Highfields Capital and Scout Capital's pressuring of Tim Hortons; and Orange Capital's campaign against InnVest REIT, among others.

How Long Should a Board Director Serve?

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.
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What Award-Winning Companies Do Right

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.

How to Get More Women on Canadian Boards

The Ontario Securities Commission (OSC) should be congratulated for addressing gender diversity last week. Other than Quebec, the addressing of boardroom and senior management diversity (beyond gender) has been long overdue in Canada.

Corporate Directors: "You Hold Much of Our Future in Your Hands"

Boards should revitalize, as the American economy (and the world) is dependent on it. But they need to do so in a way that puts their own interests and reputations at risk. They need to be ruthless in recreating - and think only of the best interests of their enterprises. They need to "person proof" in other words, which is the theme of the NACD conference.

Incentive Pay That Works

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:
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38 Ways to Make Boards Better

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.

Does Your Audit Committee Need a Reset?

There is a strong bias for audit committees to oversee many risks, not just financial. No regulation mandates this however. Audit committees should not oversee risks that they are not qualified to oversee. Here are a dozen broader questions to determine whether your Audit Committee needs a reset.

What the Board and Management Want From Each other

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.

Should Governance Lawyers Be Independent?

When interests between management and shareholders become adverse, even through the regular course of events, it is important for boards to have their own set of lawyers who are independent from management and seen as objective and willing to act in the interests of directors, not management, and ultimately shareholders.

How to Conduct a Proper Workplace Investigation

the new Securities and Exchange Commission (SEC) "whistle-blowing" rule that permits employees now to go directly to the regulator with a complaint and completely bypass the company's internal processes. The practical effect of this new rule is to put the heat on many companies and corporate boards to reexamine their workplace investigations of potential wrongdoing -- and that is a welcome development. Where do investigations go wrong?

The Recipe for Contaminated Beef? Shoddy Governance

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.
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When It Came to Penn State's Punishment, the NCAA Got it Just Right

In the wake of the Penn State child abuse scandal, many in the media were outraged by the NCAA's decision to instantly vacate the university's win record from 1998 through 2011. As two ethicists with a combined 40+ years working in the trenches with organizations and their cultures, we'd like to offer the opposite view: the NCAA got it exactly right. What's needed at Penn State is a complete blood transfusion of good culture for bad.