Category Archives: Views

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Why there are virtually no virtual AGMs

Some U.S. companies now have online-only annual meetings, and our regulatory framework allows for it, but shareholder opposition is vocal
By Chaya Cooperberg
July 28th, 2015

When Hewlett-Packard held its first virtual-only annual meeting in March, it did so to give more shareholders the opportunity to participate. What it got in return was vocal shareholder opposition. Accessed online via video webcast, the meeting was technically well … Continue reading

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Total return not the total view

Total Shareholder Return has a nice ring to it. And much to recommend it as a tool to guide CEO pay decisions. But boards that use it exclusively aren’t getting a complete picture
By Ken Hugessen
With Linda McNally
May 16th, 2015

In recent years, Total Shareholder Return (TSR) has become the most frequently used metric in long-term incentive plans for assessing company relative performance and guiding the outcome of pay decisions. It is also used by proxy advisory firms to evaluate … Continue reading

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Tech risk: oversight and tactics

Cybersecurity has emerged as a leading corporate threat. If it isn’t front and centre in the minds of directors, here’s how to put it there
By Richard Leblanc
May 16th, 2015

In the area of technology, are boards fulfilling their duty of care in overseeing management and protecting shareholders’ investment? Indicators are that many boards and directors may not be. Plaintiffs’ lawyers are suing companies and their boards over technology failure. … Continue reading

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The rolling impact of low oil prices

Lately, it’s been one body blow after another for Canada’s entire energy sector. Here we take a closer look at how the impacts and repercussions will likely be felt for the rest of 2015
By Robert Olsen
With Andrew Luetchford and David Sparrow
May 16th, 2015

Alberta is getting quieter by the day. Compared to a year ago there are about 40% fewer heavy trucks on the province’s roads and six months from now, there will be even less. If this low oil-price environment continues, it … Continue reading

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Tailored risk education fits boards to a T

The best way to educate directors and executive management on risk and risk oversight frameworks? Engage them in a day of training in a program customized for their company and their needs
By John Caldwell
May 16th, 2015

Elsewhere in this issue, there is a comprehensive feature on director development and board education. I’ve elected to use that story as a jumping off point for this column. Specifically, I want to elaborate on one highly effective area of … Continue reading

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Ready for your screen test?

Sustainability—social, ethical and environmental—is becoming financially material. Companies that aren’t making it a key part of their investor relations strategy could be risking more than they know
By Chaya Cooperberg
May 16th, 2015

“How many women are on the senior executive team?” the portfolio manager asked. It was his third question at a one-on-one slot with our company during a sprawling, multi-sector investor conference in February. The meeting came toward the end of … Continue reading

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Capital alternatives for mining

The industry slump that was remains the slump that is. Traditional funders are sidelined and the public markets stone cold. Yet if mining companies are willing to expand their options, there’s still some alternative financing out there
By Robert Olsen
With Andrew Luetchford and Jeremy South
February 28th, 2015

Over the past couple of years, many have talked about the green shoots of recovery and hopes of better times around the corner for the mining industry. Unfortunately, the deep freeze continues, and that means continuing discontent for those looking … Continue reading

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Make long-term value your guide

When executive operational performance and market returns are out of sync, what’s a compensation committee to do? Check and recheck the pay-for-performance rationale and share it with shareholders
By Ken Hugessen
With Lisa Oldridge
February 27th, 2015

As with all commodity players, mining companies are largely price takers, subject to price swings reflecting global macroeconomics, geopolitical forces and changes in underlying supply and demand over which management have no control. Moreover, absolute share-price performance among the miners … Continue reading

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Exactly what gets results?

Corporate social responsibility has become a key part of the way larger companies—and miners of all sizes—do business. But measuring CSR’s impact is just starting to catch up
By Sandra Odendahl
February 27th, 2015

Surf any corporate website and you will see plenty of information about employees volunteering on company time, dollars given to charity and business activities to reduce energy or paper use. What you don’t see as often is an indication of … Continue reading

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Electricity restructuring spells opportunity

Shifting demands, new technologies, cost constraints and a fragmented distribution system have Ontario’s electricity sector in line for a major restructuring, which promises to be a transformational opportunity for investors
By Robert Olsen
With Remo Bucci
December 18th, 2014

As jurisdictions restructure their energy and power sectors due to a rapidly changing market, they offer windows of transformational opportunity for major investors. Such an opening is now poised to emerge in Ontario’s electricity sector, which faces a significant restructuring … Continue reading

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Balancing disclosure and defence

Not all activists are bad and not all companies are good—but an early warning system without a 5% disclosure threshold leaves issuers unfairly disadvantaged and underprotected
By Chaya Cooperberg
December 18th, 2014

At a recent Ontario Securities Commission event in Toronto, celebrity hedge-fund manager Bill Ackman of Pershing Square Capital noted that Canada is a more accommodating environment for shareholder activists than the U.S. “It’s a better regime in almost every measure,” … Continue reading

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Out with the old

Canada’s corporate governance guidelines, enacted in 2005, are woefully out of date. The world, and the world of governance, have changed dramatically since then. Worse, our deficiencies hurt and are holding us back
By Richard Leblanc
December 18th, 2014

In my teaching, research and consulting, I no longer use National Policy 58-201 Corporate Governance Guidelines (enacted June 17, 2005), which applies to publicly traded companies in Canada, as an example of exemplary corporate governance. I regard it as stale … Continue reading

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Monitoring strategic risk

There is no substitute for director vigilance in assessing strategic risk. To help that process along, boards can choose from a series of specific monitoring practices to ensure thorough and effective oversight
By John Caldwell
December 18th, 2014

The increasing trend in quarterly board materials is to use stoplight type graphics to demonstrate the state of an enterprise’s risk universe, highlighting areas of increasing exposure. Yet this analysis tends to be superficial, failing to provide sufficient early warnings … Continue reading

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Not yet in Canada? Pity

Proxy access is a corporate governance game changer that needs to take hold in this country. Its adoption would directly lead to better boards and better-performing companies
By Richard Leblanc
October 30th, 2014

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 cannot select directors, cannot communicate … Continue reading

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What did we learn again?

The lessons of 2008 and the consequences of loose credit and too much debt have barely been written. Yet judging by the latest leverage ratios and reemerging risky lending instruments, they’re already being forgotten
By Robert Olsen
With Andrew Luetchford
October 30th, 2014

When I was in business school 25 years ago, most of the cases we studied were written in the early ’80s and many of them featured companies that suffered financial duress from high interest rates and over-leveraging. It occurred to … Continue reading

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