Category Archives: Handbook

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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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The term-limit era has begun

The new “comply or explain” regime for gender diversity on boards and in senior management that comes into effect for 2015 also requires issuers to embrace board renewal. For some, it will be a challenge—and that’s the point
By Ken Mark
December 18th, 2014

Boards and senior staff at many Canadian publicly listed companies face new paperwork and then some before their 2015 annual general meetings. That’s because as of December 31, 2014, securities regulators in nine of Canada’s 13 provinces and territories will … Continue reading

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Helping Europe at our expense?

The timing of Canada’s free trade deal with Europe—as euro zone economies continue to struggle—couldn’t be worse. Some Canadian companies may benefit, but the deal’s likely winners will be low-priced European competitors expanding here
By Ian McGugan
December 18th, 2014

Europe’s economic crisis is over—isn’t it? The headlines have calmed down, bond markets are tranquil, a Greek default no longer hangs over the global economy. It’s enough to make a casual observer conclude that the worst is past. Look closer, … Continue reading

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Board offsite as shareholder activism boot camp

Instead of waiting for a shareholder activist attack, boards should use strategic retreats to look at themselves through an activist lens—and then take steps to be ready if the real thing occurs
By Beverly Behan
December 18th, 2014

Boards that find themselves in the crosshairs of a shareholder activist spend inordinate amounts of time and money developing a defensive strategy and putting it into play. Yet, by the time a shareholder activist comes knocking, it may already be … Continue reading

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Test of character

It seems obvious that good directors and top executives be individuals of good character. But is it possible to measure and screen for it when recruiting?
By Ken Mark
October 30th, 2014

It’s been six years since the rock-bottom depths of the financial crisis, yet that period remains a constant point of reference when business people, economists, academics and even social commentators assess root causes of failure at companies and in the … Continue reading

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Be safe, not sorry

As the RCMP targets offshore bribery, companies should prepare for a knock on their door
October 29th, 2014

Earlier this year, Canadian courts handed down the first prison sentence to someone convicted of conspiracy to bribe a foreign public official under the Corruption of Foreign Public Officials Act. Legal experts immediately flagged the decision for their corporate clients … Continue reading

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More blue collar than blue chip

Building a small-cap board? It takes a different mindset and different skill sets than what big-cap companies face. Here, several experts explain how the challenges compare
By Ken Mark
August 28th, 2014

While most corporate governance duties appear to be etched in stone, company size matters because small-cap and large-cap boards diverge on how they carry out such tasks as representing shareholders’ interests, identifying and managing risk, setting executive pay, ensuring financial … Continue reading

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CCGG targets REITs, other trusts

Model DOT provisions expected this year
August 28th, 2014

Among its objectives for 2014, announced in June, the Canadian Coalition for Good Governance (CCGG) is reviving a goal that it first started working on almost a decade ago. Specifically, it is initiating a campaign to replace the current inconsistent, … Continue reading

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