Listed's Expert Community

Views
Ken Hugessen

Executive Compensation 		Richard Leblanc

Law and Governance 		Robert Olsen

Corporate Finance 		Sandra Odendahl

Environmental Affairs 		Chaya Cooperberg

Investor Relations
John Caldwell

Risk 		The Director's Chair David W. Anderson

Top Stories

Every symbol tells a story

Fending off giants, blazing new trails, spotting hot trends—companies don’t get to be the best TSX Venture Exchange performers unless they’re willing to put everything on the line
 By Celia Milne
 April 14th, 2013

What makes junior ventures successful? Holding steady toward strategic, long-term goals was a key feature for this year’s crop of TSX Venture 50 companies. Selected from a pool of nearly 400 eligible Venture-listed companies, the 2013 Venture 50 is made … Continue reading →

Director PROTIP: action beats reaction

Shareholder activism is on the rise. No surprise there. What is news is that, in scrambling proactively to address anything that might make them activist targets, boards are starting to change how they’re built and how they operate
 By Mark Anderson
 April 14th, 2013

For the past 10 months, Calgary-based fertilizer giant Agrium Inc. (TSX:AGU) has been the focus of a very public proxy war with New York hedge fund Jana Partners, which had sought to replace five of Agrium’s 13 board members with … Continue reading →

Canada’s boards, by the numbers

We hear a lot about key governance indicators such as independence, diversity and director compensation. But how do Canada’s boards shape up today on these important factors? Vital extracts from an exclusive survey of nearly 300 listed companies
 April 14th, 2013

Twenty years can go by in a blink. And sometimes, it can seem like a century. In the two decades that title partner Korn/Ferry International and Patrick O’Callaghan and Associates have been publishing Corporate Board Governance and Director Compensation, taking … Continue reading →

Fear not

Securities laws back whistleblower programs, some even with rewards. Yet a lot of company leaders still think of whistleblowers as “rats.” The longer those executives and directors take to buy in, the more they put themselves, their employees and shareholders at risk
 By Paul McLaughlin
 April 14th, 2013

In late 2011 someone blew the whistle at SNC-Lavalin Group Inc., the Montreal-based engineering giant, and what a loud and piercing sound it made. Senior executives and board members received an anonymous tip that serious criminal activities had taken place … Continue reading →

The long arm of the lawsuit

Canadian companies with foreign subsidiaries are traditionally immune from liability for those subsidiaries’ actions abroad. Klippensteins, a Toronto public interest law firm, is trying to change that—with HudBay Minerals first in its sights
 By Jim Middlemiss
 April 13th, 2013

Watch out corporate Canada, Klippensteins is gunning for you. The five-person public interest law firm has made its name defending human rights, particularly among indigenous peoples. Its high-profile cases include representing the family of slain native activist Dudley George, who … Continue reading →

Drill-o-nomics

Want a real-world read on the commodity markets? Try selling a drill rig
 By Paul Brent
 March 1st, 2013

It’s blue, big as a CEO’s office and can be helicoptered or dragged through the woods to its next job. It’s also proving to be very, very hard to get rid of. The “it” in question is a $300,000 drilling … Continue reading →

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Ticker

The long arm of the lawsuit

Canadian companies with foreign subsidiaries are traditionally immune from liability for those subsidiaries’ actions abroad. Klippensteins, a Toronto public interest law firm, is trying to change that—with HudBay Minerals first in its sights
 By Jim Middlemiss
 April 13th, 2013

Watch out corporate Canada, Klippensteins is gunning for you. The five-person public interest law firm has made its name defending human rights, particularly among indigenous peoples. Its high-profile cases include representing the family of slain native activist Dudley George, who … Continue reading →

Disclosure 101: care and feeding of analysts

By Bruce Freedman/Street Smarts
 April 13th, 2013

I’ve always been confused by insider trading rules pertaining to the disclosure of non- public information. Not that I was confused by the intent when I was an analyst; that made perfect sense to me. Rather, I was concerned about … Continue reading →

Still quiet on the IPO front

A pop in late-2012 momentum helped stoke market confidence for 2013. But action has yet to materialize
 By Joel Kranc
 April 12th, 2013

Market volatility, overseas debt crises and instability in North American markets have, in part, had negative effects on the Canadian initial public offering market over the past three years. In 2010, 73 IPOs were issued on all exchanges raising $5.5 … Continue reading →

Poison pills get a boost

Proposed shareholder rights rules will help target companies fend off hostile bids
 By Paul Brent
 April 12th, 2013

Two new, competing proposals from Canadian regulators on poison pills promise to create new guidelines that are more predictable for target companies and tougher on hostile bidders who have made Canada a corporate hunting ground in recent years. The first … Continue reading →

Ottawa’s long game on takeovers

From Nexen and Progress to 50% caps on state-owned buyers and the net-benefit test, the federal government is walking a fine line to preserve access to future foreign investment
 By Jim Middlemiss
 February 25th, 2013

A few months have passed since the federal Conservative government outlined how it would amend the Investment Canada Act to clamp down on future takeovers by foreign state-owned enterprises (SOEs) while making other changes to clarify approval parameters for all … Continue reading →

Miners discover profits, investor confidence

By Bruce Freedman
 February 25th, 2013

On the back of continued share-price underperformance, the last six months has shown what appears to be a strategic shift in the mining industry’s direction. Comments from senior management abound expressing the importance of return on capital and profitability over … Continue reading →

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Views

Going forward, going private

What does the recent spate of go-private deals say about the limits of today’s public markets and the means of private capital?
 By Robert Olsen
 April 12th, 2013

The first quarter of 2013 saw a dramatic increase in the volume of deals in which public companies were bought and taken private. At the time of writing, total global go-private deal value was more than US$50 billion—at least twice … Continue reading →

We all have needs

Nothing improves a company more than good board-management relations. To get there, both parties need to understand the others’ expectations—and strive to meet them
 By Richard Leblanc
 April 12th, 2013

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. While … Continue reading →

Getting from A to pay

Setting annual CEO and C-suite compensation is supposed to be a rigorous process. But active dialogue between boards, management and pay consultants, combined with careful planning, can help it run smoothly
 By Ken Hugessen
 April 12th, 2013

For compensation committees and senior management involved in executive compensation decision-making, the first quarter of the year can be a stressful time. Most issuers are determining bonuses for the year just ended as well as long-term incentive grants (e.g. stock … Continue reading →

An eye on operations

Boards don’t run company operations, but robust board oversight of operational risk can help boost bottom-line performance and detect small problems before they become big ones
 By John Caldwell
 April 12th, 2013

Operational risks are generally associated with the day-to-day running of the business and vary significantly depending upon industry sector. Clearly, operational risks for a manufacturing company will not be the same as for businesses in financial services or the extraction … Continue reading →

Put spontaneity in its place

There are good reasons for boards and senior executives to use Twitter and Facebook. With a few exceptions, investor relations still isn’t one of them
 By Chaya Cooperberg
 April 12th, 2013

It is fair to say that investor relations practitioners have been slower to embrace social media than their colleagues in other spheres of the communications profession. When the subject of social media comes up, IROs tend to start spouting cautionary … Continue reading →

Green shoots. Eventually

After one cold, extended winter for mining companies looking to raise capital, there are some hopeful signs in the market. But it’s too early to call it a thaw
 By Robert Olsen
 February 25th, 2013

The last year and a half has been tough on the mining sector with falling commodity prices, worker unrest and increased wage demands as well as increased capital expenditures, weak public capital markets and increasing regulatory costs. This environment has … Continue reading →

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Features

Every symbol tells a story

Fending off giants, blazing new trails, spotting hot trends—companies don’t get to be the best TSX Venture Exchange performers unless they’re willing to put everything on the line
 By Celia Milne
 April 14th, 2013

What makes junior ventures successful? Holding steady toward strategic, long-term goals was a key feature for this year’s crop of TSX Venture 50 companies. Selected from a pool of nearly 400 eligible Venture-listed companies, the 2013 Venture 50 is made … Continue reading →

Director PROTIP: action beats reaction

Shareholder activism is on the rise. No surprise there. What is news is that, in scrambling proactively to address anything that might make them activist targets, boards are starting to change how they’re built and how they operate
 By Mark Anderson
 April 14th, 2013

For the past 10 months, Calgary-based fertilizer giant Agrium Inc. (TSX:AGU) has been the focus of a very public proxy war with New York hedge fund Jana Partners, which had sought to replace five of Agrium’s 13 board members with … Continue reading →

Canada’s boards, by the numbers

We hear a lot about key governance indicators such as independence, diversity and director compensation. But how do Canada’s boards shape up today on these important factors? Vital extracts from an exclusive survey of nearly 300 listed companies
 April 14th, 2013

Twenty years can go by in a blink. And sometimes, it can seem like a century. In the two decades that title partner Korn/Ferry International and Patrick O’Callaghan and Associates have been publishing Corporate Board Governance and Director Compensation, taking … Continue reading →

Fear not

Securities laws back whistleblower programs, some even with rewards. Yet a lot of company leaders still think of whistleblowers as “rats.” The longer those executives and directors take to buy in, the more they put themselves, their employees and shareholders at risk
 By Paul McLaughlin
 April 14th, 2013

In late 2011 someone blew the whistle at SNC-Lavalin Group Inc., the Montreal-based engineering giant, and what a loud and piercing sound it made. Senior executives and board members received an anonymous tip that serious criminal activities had taken place … Continue reading →

In from the cold

Jobs and community investment? That’s a given. Today, First Nations involvement in mining and energy development also means early consultation, equity partnerships and, increasingly, deals on their terms
 By Mark Anderson
 February 25th, 2013

Anyone looking to gain an understanding of the scope and complexity of First Nations engagement in the mining and energy sectors need look no further than the Frog Lake First Nation northwest of Lloydminster, Alta. In 2000, Frog Lake became … Continue reading →

Fracking faces the future

It took less than a decade for hydraulic fracturing to transform the calculus of the oil and gas industry. What will happen now that the eyes of activists, regulators and shareholders are fixed upon it?
 By Susan Mohammad
 February 25th, 2013

Few technologies have transformed an industry or become an economic game changer the way advancements in the hydraulic fracturing process, or “fracking” has. In under a decade, fracking has made vast reserves of natural gas and oil previously uneconomical to … Continue reading →

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The Director's Chair

Charles Sirois: The ownership imperative

In The Director’s Chair, with David W. Anderson: Charles Sirois, veteran telecom CEO and CIBC chair, talks accountability, short-term thinking and what’s needed most to restore the fortunes of Western capitalism
 January 3rd, 2012

A fixture in the Canadian telecommunications industry, Charles Sirois has led a leading global carrier, two of Canada’s top wireless companies and financed many more through his private capital fund. Sirois is also a long-time director, chair on multiple boards … Continue reading →

Carol Stephenson: Risk, reward, repeat

In The Director's Chair, with David W. Anderson: In an era when women presidents, CEOs, chairs, corporate directors and business deans are still the exception, Carol Stephenson has excelled in all five roles
 October 7th, 2011

It’s fitting that Carol Stephenson is dean of the Richard Ivey School of Business, for her multifaceted career is a case study in the value of lifelong learning, peer interaction and the power of strong leadership. In addition to her … Continue reading →

Purdy Crawford: Fifty years of fresh air

In The Director's Chair with David W. Anderson: The unifying theme of Purdy Crawford's career has been a dedication to progress, renewal and moving the ball forward
 June 25th, 2011

Few have made a greater mark on Canada’s regulatory and business landscape than Purdy Crawford. From early in his career when he helped draft Ontario’s securities laws, to his recent role in unlocking the asset-backed commercial paper (ABCP) imbroglio, Crawford … Continue reading →

William Dimma: 100 boards! (and counting)

In The Director's Chair with David W. Anderson: If the Guinness Book of World Records included a category for most directorships, we'd nominate William Dimma. The common thread? His faith in free enterprise
 March 25th, 2011

It’s hard to imagine anyone with more to teach you than William Dimma. Chair, director, president, he’s done it all, exceptionally well, dozens of times over. In this instalment of The Director’s Chair, governance expert and Listed contributing editor David … Continue reading →

Steve Snyder: Behind every successful board…

In The Director's Chair with David W. Anderson: According to Steve Snyder, it's where you'll find a hard-working, bridge-building CEO who does all he or she can to keep their co-directors engaged and informed
 December 25th, 2010

Veteran energy executive and corporate director Steve Snyder has been president and CEO of TransAlta Corp., Canada’s largest investor-owned wholesale electricity generator and power marketer, since 1996. In this instalment of The Director’s Chair, a dialogue feature led by governance expert … Continue reading →

Richard Haskayne: Getting to yes. Or no

In The Director's Chair with David W. Anderson: After 30 years of service, Richard Haskayne knows a thing or two about being a director, running a board and making good decisions
 September 15th, 2010

The Director’s Chair, a special dialogue feature with noted Canadian directors by governance expert and leadership advisor David W. Anderson, will appear in every issue of Listed. For his first instalment, Anderson traveled to Calgary to interview Richard Haskayne, illustrious … Continue reading →

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Handbook

Directors wanted: operational experience required

It’s a common lament at many boards: we can’t find new directors with CEO-level operational experience. It’s also mostly hogwash. A much bigger problem: tired, safe, word-of-mouth recruiting practices
 By Robert Thompson
 April 15th, 2013

It isn’t a lack of talent, but a myopic viewpoint that limits Canadian boards when it comes to adding new directors. That’s the take of corporate governance expert Beverly Behan. Her remarks come at a time when yet another report, … Continue reading →

Loonie’s letdown for real

Don’t let the last of the Canadian-dollar bulls dissuade you—the loonie’s value is falling and it’s not finished yet. But don’t worry. A lighter dollar doesn’t necessarily mean a lighter order book
 By Ian McGugan
 April 14th, 2013

The beaver is cute and the maple leaf packs a certain whole-earth appeal but, when it comes to national symbols, it’s the loonie that provides the highest-profile gauge of how our national economy is faring. Over the past decade the … Continue reading →

Conflict goes up the chain

New SEC rules on conflict-mineral disclosure put scrutiny on sourcing
 By Celia Milne
 March 1st, 2013

Does your company use conflict minerals? Where do your suppliers source their ingredients? If you haven’t heard that question a lot yet, you soon will—now that management and boards in many sectors are tracking use of minerals that might fund … Continue reading →

Directors, it’s time for the talk

When it comes to emerging market operations, high-profile governance failures don’t just fire up the regulators. They give boards impetus to press their own CEOs: could it happen to us?
 By Robert Thompson
 February 25th, 2013

To Carol Hansell, the most fundamental issue facing the directors of Canadian energy, mining and resource companies isn’t happening in the boardroom, but in countries in Africa, South America and Asia. Hansell, a senior partner in capital markets and corporate … Continue reading →

Missing info speaks volumes

A B.C. Securities Commission study pinpoints serious shortfalls in junior miners’ reporting and technical disclosure
 By Omar Kahn
 February 25th, 2013

Canadian listings of public mining companies may be centralized on Toronto-based exchanges, but with more than half of all listed Canadian mining companies located in British Columbia, the B.C. Securities Commission continues to assert its place as Canada’s leading junior … Continue reading →

Personal branding tips for the C-suite

No matter how high their rank or how thick their résumé, business leaders can—and should—keep defining their personal brand
 By Celia Milne
 January 7th, 2013

What are you known for? What’s your reputation on the Street? In the boardroom community? If that question leaves you puzzled, chances are pretty good your personal brand is not everything it could be. All your attributes might be positive. … Continue reading →

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Economy

Loonie’s letdown for real

Don’t let the last of the Canadian-dollar bulls dissuade you—the loonie’s value is falling and it’s not finished yet. But don’t worry. A lighter dollar doesn’t necessarily mean a lighter order book
 By Ian McGugan
 April 14th, 2013

The beaver is cute and the maple leaf packs a certain whole-earth appeal but, when it comes to national symbols, it’s the loonie that provides the highest-profile gauge of how our national economy is faring. Over the past decade the … Continue reading →

Drill-o-nomics

Want a real-world read on the commodity markets? Try selling a drill rig
 By Paul Brent
 March 1st, 2013

It’s blue, big as a CEO’s office and can be helicoptered or dragged through the woods to its next job. It’s also proving to be very, very hard to get rid of. The “it” in question is a $300,000 drilling … Continue reading →

Whither the commodity super-cycle?

For years, surging demand and higher prices for all kinds of commodities have been a boon for resource companies and the economy. Now they’ve mostly flattened out. Is the party over? Or simply on hold?
 By Ian McGugan
 February 25th, 2013

Iron ore, usually a sedate citizen of the commodity world, has acted like a giddy teenager in recent months. From a low of US$86 a tonne in September, the metal soared above US$158 by January as a wave of Asian … Continue reading →

Saving for a sunny day

Mark Carney says Canadian companies are hoarding cash and holding back recovery. Executives say they’re not. The only point on which most agree: there are too many reasons to put off spending and not enough to put money in play
 By Ian McGugan
 January 7th, 2013

Having a bit of cash on hand used to be considered a virtue. As the clock winds down on 2012, it’s coming to be regarded as a borderline crime. Mark Carney gave voice to the sentiment back in late August, … Continue reading →

Going to extremes

With interest rates near zero, central banks are looking at new, more exotic ways to boost growth. Suggestions: a long-term rate freeze, setting targets for nominal GDP rather than inflation, or—yes—putting a tax on savings
 By Ian McGugan
 September 25th, 2012

Happy birthday, financial crisis. Five years ago, in August 2007, BNP Paribas announced that because of losses related to U.S. housing loans, it was freezing three investment funds that at their peak had been worth more than $2 billion. So, … Continue reading →

Hire your elders

As Canada’s population ages, we’re counting on more retired seniors buying more stuff to keep our economy moving. A better strategy: enable those seniors to work longer instead
 By Ian McGugan
 June 18th, 2012

When Tom Coughlin coached the New York Giants to a victory in the Super Bowl this past February, he also scored a victory for a much bigger team: the greying army of North American baby boomers that have hit or … Continue reading →

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Insider

Governance attachée

Insider: Judy Cotte
 April 15th, 2013

Who Vice-president policy and governance, RBC Global Asset Management; country correspondent to the International Corporate Governance Network. Involvement Following a decade of shareholder activism in the 1980s, the U.S.-based Council of Institutional Investors in 1993 began canvassing European pension funds … Continue reading →

Rebuilding the ranks

Mining leaders say there’s a dearth of new executive talent in their industry—a lost generation—that can only be replaced through specialized education and training. Enter the first-ever MBA in global mining management
 February 25th, 2013

Insider Richard Ross Who Executive-in-Residence and director of Schulich School of Business’s MBA in Global Mining Management; former chairman and CEO of Inmet Mining Corp. Involvement Last September, York University’s Schulich School of Business launched the first-ever MBA specialization in … Continue reading →

Corruption fighter

Transparency International, the anti-corruption watchdog, says Canada is improving its policing of offshore bribery and corruption. TI’s chair, Canadian Huguette Labelle, puts our performance—and the problem—in perspective
 December 6th, 2012

Insider Huguette Labelle Who Chair, Transparency International Involvement While she lives in Ottawa, and spent 19 years as a deputy minister, Huguette Labelle, chair of the global anti-corruption watchdog Transparency International (TI), now does most of her higher-profile work outside … Continue reading →

Risk becomes us

Risk management in the financial sector is something Canadians are good at. It’s also an area where most of the world needs some help. The Global Risk Institute intends to lead the way in disseminating that expertise
 September 26th, 2012

Insider Paul Cantor Who Chair of the Global Risk Institute in Financial Services Involvement In a post-Great Recession, post-liquidity crisis, LIBOR-tainted economic environment, risk management is top of mind for many institutions. It is within that context that the Global … Continue reading →

Through a glass, murkily

After waiting nearly two years for the federal government to clarify the criteria used to rule on foreign takeovers, one senior member of the M&A community says the latest changes fall short
 June 17th, 2012

Insider Subrata Bhattacharjee Who Partner, co-chair, national trade and competition group, Heenan Blaikie Involvement Eighteen months after the Conservative government killed BHP Billiton’s attempted takeover of Saskatchewan Potash Corp., it’s just unveiled long- promised amendments to the Investment Canada Act to … Continue reading →

Banking on better boards

Canada’s superintendent of financial institutions is bringing down new corporate governance guidelines for Canadian banks. Her aim: boards that are better at holding management to account
 March 16th, 2012

Insider Julie Dickson Who Superintendent, Office of the Superintendent of Financial Institutions Involvement Three years ago, The New York Times said Julie Dickson had moved from bureaucratic obscurity to become a minor celebrity for her role in keeping Canada’s banking system … Continue reading →

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