Richard Leblanc
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Professor Richard Leblanc is an award-winning teacher and researcher, consultant, lawyer and specialist on boards of directors. He is also a former recipient of Canada’s Top 40 Under 40™ award and was recently named to Canadian Who’s Who.

Governments, regulators, industry and shareholder associations have drawn on Professor Leblanc’s expertise and work. He blogs for Canadian Business and founded the discussion group on LinkedIn, Boards and Advisors.

He has taught at leading universities including Harvard University.

Dr. Leblanc has served as an external advisor to boards that have won national awards. He can be reached at, followed on Twitter at @drrleblanc, and through his advisory firm,

Entries by Richard Leblanc

CEO Coaching: Lessons From The Trenches

(0) Comments | Posted August 30, 2016 | 12:02 PM

Alcohol problems, drug use, sexual misconduct, financial misconduct, defensiveness, denial, berating of other senior management and directors, litigation, loss of key employees, toxicity and bulling. There is not much I have not seen when I am called in to coach the CEO. And CEO misbehaviour happens in the highest level...

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Don't Wait for Regulators to Diversify Your Corporate Board

(0) Comments | Posted October 22, 2015 | 5:29 PM

When a regulator advises a board of corporate directors that progress on gender diversity is "simply not good enough," that is code that the status quo will not continue and that more regulation may result. And the second wave of regulation is often worse than the first.

Regulators have limited...

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How Should a Board of Directors Oversee Ethics?

(0) Comments | Posted August 27, 2015 | 1:00 PM

I recently moderated a keynote address by Andrew Fastow, the former CFO of Enron, and followed up by delivering a keynote on the role of the board of directors in ethics, tying in aspects of Mr. Fastow's speech. What follows is based on my speech and my work with boards...

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Western Companies Need More Integrity

(0) Comments | Posted May 31, 2015 | 9:34 PM

"We didn't know." "We missed it." "It was a rogue employee." There is not an excuse I have not heard for ethical failure. But when I investigate a company after allegations of fraud, corruption or workplace wrongdoing, almost always there is a complacent, captured or entrenched board that did not...

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The Executive Pay Model Is Broken. Here Are Three Ways to Fix it

(0) Comments | Posted May 25, 2015 | 8:03 AM

U.S. President Obama said to a reporter recently, "We have corporate governance that allows CEOs to pay themselves ungodly sums."

Why should this be the case, and how might this problem be addressed?

Following say on pay protests in Canada at CIBC, Barrick Gold and Yamana Gold, and...

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25 Reasons for Risk Management Failure

(0) Comments | Posted February 24, 2015 | 1:30 PM

I am speaking tomorrow to directors and officers about oversight of risk management by boards of directors. I prepared a list of 25 reasons that risk management failure happens, based on my experience assisting boards, including boards that have failed and boards that cannot afford to fail. Almost all of...

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Do You Recognize Any of These Anti-Fraud and Corruption Governance Red Flags?

(2) Comments | Posted December 22, 2014 | 5:33 AM

The following reflect my work in assisting regulators and enforcement authorities, and research on governance in companies that have been accused of fraud, bribery, corruption, and other malfeasance such as harassment, nepotism, expense reporting, and excessive compensation. I also draw on my interactions with, and guest lectures by, fraudsters who...

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2015 Trends and Answers in Corporate Governance

(0) Comments | Posted December 11, 2014 | 4:38 PM

2015 is shaping up to be a year where boards, once again, will be under intense pressure and scrutiny to get it right. Here is a list of trends and key issues, along with what boards are or should be doing in response.

1. Greater Director and Advisor Independence

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2015 Corporate Governance Trends

(0) Comments | Posted December 11, 2014 | 3:32 PM

2015 is shaping up to be a year where boards, once again, will be under intense pressure and scrutiny to get it right. Here is a list of trends and key issues, along with what boards are or should be doing in response.

1. Greater Director and Advisor Independence

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'Tis the Season to Prevent Cyber-Hacking (Here's How)

(0) Comments | Posted December 9, 2014 | 5:06 PM

What are best practices individuals can employ to lessen the chance of hacking of their computer or device?

Here is a quick "top 20 list," based on part of an education session I have been providing to directors of company boards on cyber security.

1. Never click on unknown or...

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Technology-Ignorant Boards Are Costing Shareholders Billions: What Should Boards Do Differently?

(0) Comments | Posted December 9, 2014 | 3:47 PM

Five years ago, social media was perceived by many to be a passing fad. Then came the introduction of tablets and mobile devices. Now, cyber security has emerged as one of the greatest threats facing Anglo-American corporations. It is front and centre in the minds of directors, or should be.

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Part 2: Canada's Corporate Governance Guidelines Are Out of Date

(0) Comments | Posted November 2, 2014 | 8:59 PM

Following up from last week's blog, I argued that Canada's corporate governance guidelines were out of date because of: 1. Lack of principles and practices; 2. Lack of focus on risk management; 3. Lack of independence of mind; 4. Lack of industry expertise; and 5. Lack of shareholder...

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Canada's Corporate Governance Guidelines Are Out of Date

(0) Comments | Posted October 28, 2014 | 5:37 PM

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. I regard them as stale and dated. I cannot think of another developed country that has not...

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The Corporate Governance Game Changer That Needs to Come to Canada

(0) Comments | Posted September 29, 2014 | 5:15 PM

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.

Here is the reality: Shareholders: (i) cannot select directors; (ii) cannot communicate with directors; and (iii) cannot remove directors,...

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Advice to Boards: Renew Your Directors or Shareholders May Do It For You

(0) Comments | Posted June 30, 2014 | 11:10 AM

Here is a top 10 list reflecting 40 recent director and executive interviews and ongoing advice and assessment provided to activist investors and boards.

1 Infuse your board with a shareholder mindset and directors with value creation track records

"Too many service providers" ... "with no industry experience" ... "who...

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Ten Reasons Why Pay Governance is Not Working

(0) Comments | Posted January 24, 2014 | 11:25 AM

Executive pay is always in the news. Just last week an executive of Yahoo walked away with what was said to be a 100M parachute. I was interviewed by CBC radio on upcoming sunshine laws that are going to be enacted in Alberta. Last month,

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Ten Corporate Governance Trends for 2014

(3) Comments | Posted January 13, 2014 | 3:52 PM

1. Active owners focused on performance. Expect pressure by activists and institutions for boards to control under-performing management to continue unabated. Boards incapable or unwilling to rein in inefficiencies, improper capital allocation, asset mismanagement, or operational improvements will be targets. Directors whose skills do not support value creation; and ossification,...

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The Real Reason CEOs Make So Much More Than Average Workers

(5) Comments | Posted September 23, 2013 | 5:10 PM

The U.S. Securities and Exchange Commission announced this week that public companies will be required to disclose the ratio of the annual total compensation paid to their CEO against compensation of that of the median worker, in the form of a ratio (e.g., 200 to one). One consultant...

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How Long Should a Board Director Serve?

(0) Comments | Posted September 19, 2013 | 12:04 PM

I spoke to corporate and not-for-profit directors in Dallas, Texas, today, about board dynamics and board renewal. The subject of the length of board service and director retirement arose. I said there was a recent study that the optimal service for a director was nine years, beyond which firm value...

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What Award-Winning Companies Do Right

(3) Comments | Posted September 17, 2013 | 5:37 PM

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....

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