Governance

The Corporate Governance Game Changer That Needs to Come to Canada

Richard Leblanc | Posted 09.29.2014 | Canada Business
Richard Leblanc

I teach my students and counsel board clients that shareholders elect directors; directors appoint managers; directors are accountable to shareholders; and managers are accountable to directors. This is largely theoretical.

Extending the Powerful Impact of Public-Private Partnerships in Canada

Joseph Soares | Posted 09.20.2014 | Canada Business
Joseph Soares

Since their overall objective should be to find ways to deliver better services more efficiently to Canadians, and given their remarkable record of success, shouldn't Canada forge ahead with a stronger agenda for more Private-Public Partnerships?

Ten Reasons Why Pay Governance is Not Working

Richard Leblanc | Posted 03.26.2014 | Canada Business
Richard Leblanc

In the public sector in Ontario, there have been several governance scandals, including Ontario Power Generation, eHealth, Ontario Lottery and Gaming Corporation, and Ornge, that have included compensation and spending. What this reveals is defective oversight. Governance is not government.

The Canada and Hong Kong Advantage: The Rule of Law

Mark Milke | Posted 02.01.2014 | Canada Politics
Mark Milke

One critical difference between a well-functioning city-state on the periphery of East Asia -- or a country like Canada -- and China, is the degree to which rules are predictable and enforced. Obvious or not, those tempted to bend or break the rules should recall such distinctions, as should the rest of us.

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.

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

Richard Leblanc | Posted 09.29.2013 | Canada Business
Richard Leblanc

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.

Why Do Canadians Still Tolerate Political Scandals?

Gerry Som | Posted 08.13.2013 | Canada
Gerry Som

Last December, I wrote a blog post about my thoughts on how to prevent political scandals in 2013. Yet, I read the newspapers or online news in Canada...

Barrick Gold's $17-million Executive Pay Packages Make Sense

Richard Leblanc | Posted 06.26.2013 | Canada Business
Richard Leblanc

There is merit to Peter Munk's position. If shareholders truly believe in pay for performance, then it is equally important to attract and motivate executive talent in a downturn as it is in an upturn. This means, paradoxically, that a compensation committee will pay out more, in spite of low stock price, and rein in executive pay during an upturn.

The Demise of the Blue Chip Director

Richard Leblanc | Posted 05.18.2013 | Canada Business
Richard Leblanc

These are disguised but true stories. A director who has never operated a plant or worked in the company's industry chairs the board's health and saf...

Does Your Board Chair and Governance and Nominating Committee Need A Reset?

Richard Leblanc | Posted 05.08.2013 | Canada Business
Richard Leblanc

I am currently interviewing shareholder activists, hedge funds and private equity leaders on changes to public company boards to make them more focuse...

Does Your Compensation Committee Need A Reset?

Richard Leblanc | Posted 05.01.2013 | Canada Business
Richard Leblanc

Executive pay practices are in the news on a regular basis. Just in the past few weeks, after meeting with investors, the performance metrics for Citi...

Does Your Audit Committee Need a Reset?

Richard Leblanc | Posted 04.27.2013 | Canada Business
Richard Leblanc

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

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.

B.C. Independent Officers Should Never Be Re-Appointed

Jordan Bateman | Posted 03.12.2013 | Canada British Columbia
Jordan Bateman

B.C. taxpayers should be grateful to John Doyle for his persistent, hard-nosed work over the past six years. And perhaps six years is too short of a term, but renewal should not be an option. Now it's time for another watchdog to come in and give issues fresh eyes and a fresh voice, just as Doyle built on the work of previous auditors general.

Should Governance Lawyers Be Independent?

Richard Leblanc | Posted 12.21.2012 | Canada Business
Richard Leblanc

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.

imagineCalgary: Calgary's Open Government Initiative Betrayed by Bureaucrats

Paul Hughes | Posted 01.30.2013 | Canada Alberta
Paul Hughes

We'll drive, copilot, change the tunes, serve up the beverages, adjust the heat and ensure government doesn't fall asleep... but someone has to open the doors so we can get in the car. Unlock the doors of government and let citizens in, that is the mantra of imagineCalgary, now firmly in the hands of hardened bureaucrats. The language of imagineCalgary is not their mother tongue and they are struggling with just the basic translation, let alone the incredibly lofty and epic targets found within the imagineCalgary tome.

Where the Conversation About Egypt Should Go

Bessma Momani | Posted 01.14.2013 | Canada
Bessma Momani

There is a civil discussion that is transparent and being debated publicly in Egypt. That is a case for celebration after decades of an autocracy. Nevertheless, there has been too much conversation on the role of Islam and not enough on the prerogatives of political powers. Not to belittle the problems, here are some of the issues of current debate.

Having Coffee with Kofi Annan

Hina P. Ansari | Posted 12.25.2012 | Canada
Hina P. Ansari

I was one of the lucky few who was invited to attend a rare opportunity to have a roundtable discussion with former UN Secretary General Kofi Annan who was in Toronto for an exclusive speaking engagement as part of an ongoing speakers series. Annan answered our questions which covered various hot button topics including the ways towards a successful society, Iran, Romney and China. Here is what he said.

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?

How to Avoid Corporate Scandal

David Gebler | Posted 08.29.2012 | Canada Business
David Gebler

Make no mistake about it. For companies that want to be perceived as operating "by the book," it's critical for their goals and standards to align with integrity. As Dan Ariely points out, none of us are above temptation. That's why organizations need to be. Here are my tips to CEOs for making their workplace -- both in and out of the office -- as free of scandal-causing temptations as humanly possible.

4 Ways Boards of Directors Can Save Their CEOs

David Gebler | Posted 08.01.2012 | Canada Business
David Gebler

You can't let board members off the hook simply because they're not full-time employees of the company, or that on just one day per quarter they're presented with information on which they can't always get feedback. And that's why Richard Schulze has been forced to step down from Best Buy's board.

Vancouver Bureaucracy More Convoluted Than the Subway Map

Jordan Bateman | Posted 07.11.2012 | Canada
Jordan Bateman

What was once a simple sewer, water and garbage disposal utility has become a bureaucratic, democratically-unaccountable spending machine. It's time to move the Metro Vancouver Regional District back to basics.