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 rleblanc@yorku.ca, followed on Twitter at @drrleblanc, and through his advisory firm, Boardexpert.com.

Entries by Richard Leblanc

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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How to Get More Women on Canadian Boards

(0) Comments | Posted August 6, 2013 | 4:58 PM

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.

However, the central thrust of the proposal is a "policy" that listed companies may or...

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

(0) Comments | Posted July 30, 2013 | 12:20 PM

In an inspirational video for the National Association of Corporate Director's annual conference, one speaker remarks, "Directors: You hold much of our future in your hands." Another said "More government is not the answer: We are."

The above are not exaggerations. Layers and layers of regulation and compliance...

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Why Are CEOs Making So Much More Than Their Workers?

(12) Comments | Posted July 30, 2013 | 7:57 AM

A compensation consultant who spoke to my corporate governance class at Harvard University last week said that the ratio of total CEO pay to the pay of the average worker at a company may not be what you think. Ratios of 500 or even a 1,000 to one may occur,...

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Incentive Pay That Works

(2) Comments | Posted July 9, 2013 | 4:01 PM

Activist investors in both Canada and the US recently proposed -- for Hess Corporation and Agrium Inc. -- that the independent director nominees they nominated to serve on both Hess's and Agrium's boards should be paid incentive pay directly by the activist investor that is tied to share price appreciation.

...
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38 Ways to Make Boards Better

(1) Comments | Posted June 8, 2013 | 11:04 AM

There have been a handful of activist threats to Canadian companies recently.

What these engagements have drawn focus on are defects in public company governance, including the skill sets of existing directors, the board's focus on value creation vs compliance, and the very ways boards function and operate, particularly compared...

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In Any Other Industry, Rob Ford Would Have Been Fired By Now

(14) Comments | Posted May 24, 2013 | 5:30 PM

Mayor Rob Ford's stubborn refusal to address substantively the allegations of drug use, and the reputational contagion and distraction it has caused, needs to be addressed in short order.

Councillors should take all reasonable steps to procure Mr. Ford's addressing of the issue, and if not, escalate as appropriate, including...

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How Do Business Boards Prepare for Terrorism?

(1) Comments | Posted May 7, 2013 | 11:44 AM

In a board meeting, the military general asked the airline's CEO, "Why is the pilot's food being labelled?" "Because that's the way we always do it," the CEO responded. "Well then stop doing it," the military director said. "If I'm a terrorist, I might have trouble getting through the cockpit...

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

(0) Comments | Posted April 26, 2013 | 11:47 AM

Barrick Gold's recent decision of 85% votes cast against executive compensation could have been predicted. A $17M pay package, including a $11.9M signing bonus, was awarded to Barrick senior executive John Thornton, in advance of performance, in spite of a 20-year low in Barrick's share price. Institutional shareholders...

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Political Accountability and Self-Dealing

(0) Comments | Posted April 8, 2013 | 11:26 AM

A municipal politician told my graduate class when he spoke about accountability in public office this week that politicians have the ability to make someone rich or poor by decisions that they make. When and how they make those decisions should be subject to rigorous controls and public scrutiny. Herein...

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The Demise of the Blue Chip Director

(0) Comments | Posted March 18, 2013 | 1:54 PM

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 safety committee. Internal controls are missed and poison in the company's products kills several customers.

A director from the food industry chairs the bank's...

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

(0) Comments | Posted March 8, 2013 | 1:08 PM

I am currently interviewing shareholder activists, hedge funds and private equity leaders on changes to public company boards to make them more focused on value creation and company performance. I am also interviewing leading directors and CEOs. My research reveals a disconnect between how many boards operate and how shareholder...

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Does Your Compensation Committee Need A Reset?

(0) Comments | Posted March 1, 2013 | 4:35 PM

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 Citigroup were changed following a failed say on pay vote a year ago. Yesterday, it was reported that Apple has required...

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Does Your Audit Committee Need a Reset?

(0) Comments | Posted February 25, 2013 | 4:57 PM

I was recently asked to speak to audit committee members in Niagara-on-the-Lake on best practices for audit committees. See my slides here. I was particularly critical of how audit committees and boards oversee risk. Risk systems in many companies are immature. Look at BP, Wal-Mart, JP Morgan, HSBC,...

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What the Board and Management Want From Each other

(1) Comments | Posted January 28, 2013 | 3:26 PM

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.

What the...

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