Category Archives: Handbook

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Buying trouble: data, corruption risks in M&A

Most boards are learning, in general, to pay plenty of mind to cybersecurity and corruption risks. But special care is needed when it comes to M&A targets and processes
By Ken Mark
December 15th, 2015

Uneasy lie the heads of those who sit on corporate boards. And their anxiety is rising with every CEO who decides their company can boost profits faster through mergers and acquisition than through organic growth. Ensuring effective due diligence on … Continue reading

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How our new PM can help grow the economy

Generations of rhetoric notwithstanding, Canadian prime ministers don’t have that many tools at their disposal to boost economic growth. So here are three ideas to get Justin Trudeau started
By Ian McGugan
December 15th, 2015

You should feel sorry for federal politicians—at least during elections and just afterward. It’s then that these would-be leaders are forced to stand up and pretend they possess the magic formula to generate prosperity. Of course, their hopeful rhetoric often … Continue reading

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Three mistakes in CEO succession planning

Your board can spend a lot of time on CEO succession and still get it wrong. Here’s a look at three big pitfalls and how to avoid them
By Beverly Behan
December 15th, 2015

CEO succession is an area where most boards feel they could raise their game. PwC’s 2015 study of nearly 800 U.S. public company directors, released in October, revealed that less than half feel their board spends sufficient time on CEO … Continue reading

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Options anxiety allayed…for now

New rule on tax deductibility won’t be retroactive
By Listed staff
December 15th, 2015

The sighs of relief were heard all over. In late November, a month after the federal election, Liberal Minister of Finance Bill Morneau put to rest a near panic in public company circles when he announced that changes in the … Continue reading

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Crowdfunding: coming to a portal near you

Five provinces to launch new funding platforms in 2016
By Listed staff
December 14th, 2015

Let the micro-investments begin! Starting in late January, reporting and non-reporting Canadian issuers in five provinces can begin raising equity investment via crowdfunding. The new rules permitting the practice, published in November under Multilateral Instrument 45-108 Crowdfunding, apply in Manitoba, … Continue reading

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Sharpening your director on-boarding program

Boards understand the value in recruiting great new directors, but it also takes an effective on-boarding program to make the most of their talents and to do it in the shortest possible time
By Beverly Behan
October 11th, 2015

Nearly every company has an orientation program for its new board members—and most follow the same general format: The new director meets one-on-one with a series of corporate executives over a day or two and tries to ingest as much … Continue reading

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Follow their lead

So much of what you hear about building board and executive diversity is how long it takes and difficult it is. Then there are those companies and organizations, like the governance award winners profiled here, that just go out and do it
By Robert Thompson
October 10th, 2015

Howard Wetston wasn’t happy. Wetston, chair of the Ontario Securities Commission, was speaking on the topic of gender diversity at the annual meeting of the Canadian Coalition for Good Governance in June. For the OSC, its most recent salvo in … Continue reading

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A not-so-foreign affair

The SEC’s new CEO pay-ratio disclosure rule for U.S.-listed companies may not apply to Canadian issuers, but if you think it won’t have an impact here on the way compensation is talked about, scrutinized and calculated, you better think again
By Ken Mark
October 10th, 2015

What’s in a number? Quite a lot, based on the U.S. Securities and Exchange Commission’s implementation in August of a rule requiring all firms listed on U.S. stock exchanges to calculate and disclose the ratio of their CEO’s total annual … Continue reading

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Fastow’s shades of grey

When you win CFO awards and go to jail for the same actions, you have some lessons to impart
By Listed staff
October 10th, 2015

Canadian immigration wouldn’t let him cross the border to appear in person. But Andrew Fastow—one of the American poster boys for white-collar crime, greed and reckless excess—would still make good on his pledge to speak to a packed house at … Continue reading

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Effective board and director evaluations

Board and director evaluations used to be mostly about compliance. Today they’re about making good boards better while improving the credibility of board and director performance management. Here, an expanded recap of emerging trends and tactics
By Beverly Behan
July 27th, 2015

Now that directors have had more than a decade of experience with board evaluations, their objectives for the exercise have begun to shift. Rather than seeking a rote compliance objective, increasingly board chairs and nominating/governance committee chairs want to use … Continue reading

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In search of awareness

Clear thinking, better decision making, improved leadership skills, greater self-awareness—if mindfulness training helps you get there, what director or senior executive doesn’t want more of that?
By Paul Brent
July 26th, 2015

It got its start at Google, it involves meditation and it is really, really trendy. If those clues don’t immediately conjure up images of cross-legged coworkers grounding themselves in meditation and mindfulness training, don’t feel too out of touch. The … Continue reading

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Whistleblower rewards, compliance risk

The Ontario Securities Commission plans to start paying whistleblowers for tips about securities violations. Even companies with strong internal systems need to recognize the change
By Ken Mark
May 13th, 2015

The deadline for comments has passed. After the Ontario Securities Commission reviews the responses to its recent Staff Consultation Paper 15-401, Proposed Framework for an OSC Whistleblower Program, the next step is that program’s formal unveiling—and with it, challenges for … Continue reading

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The No. 1 boardroom issue for 2015

Activists realized board composition was a key factor in company performance some time ago. Now it’s also moving to the forefront of voting concerns for ordinary shareholders. Translation: either your board addresses it or others will
By Beverly Behan
May 13th, 2015

Shareholder activists have long found success in running slates of candidates whose expertise and backgrounds appeared stronger and more relevant than those of the incumbent board members; CP Rail is a classic example. But now, board composition is becoming a … Continue reading

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The big reveal

Ottawa’s new Transparency Measures Act doesn’t just open the window on payments by miners and other resources companies to domestic and foreign governments, it puts them under lights
By Brenda Bouw
February 27th, 2015

Mining companies and other resource developers in Canada have an added priority for 2015: preparing for a new federal law expected to take effect later this year that requires them to open their books on payments made to governments around … Continue reading

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Is your barrel half empty or half full?

Everybody’s talking about the impact of plunging oil prices on petro regions and energy producers—but what about the mining sector? Our correspondent sees a range of consequences, many of them good
By Ian McGugan
February 27th, 2015

The unexpected and still largely unexplained plunge in the price of oil is enough to throw a scare into any commodity producer. When the world’s most vital and heavily traded raw material can lose half its value in six months—for … Continue reading

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