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Top Stories

The comeback after the storm

When Neil Bruce joined SNC-Lavalin in 2013, the Montreal engineering firm was roiled by scandal. Two years after becoming CEO, his $4.1-billion purchase of UK-based WS Atkins—Listed’s 2017 Deal of the Year—turns SNC into a new international giant, focused squarely on the future
By Robert Thompson
December 13th, 2017

No one would be startled to find out Neil Bruce is an engineer by training. He has the perspective one anticipates from an engineer—the attitude that a problem can be solved by simply working it through. Bruce’s background, along with … Continue reading

To the stealthy go the spoils

Transaction values in 2017 hit a three-year high, with private equity coming up big in our annual M&A year in review. Yet more than a few deals went by quietly
By Jim Middlemiss
December 13th, 2017

Canada’s mergers and acquisitions market in 2017 can best be described as stealth-like. On the surface, it didn’t seem like it was an exceptional year. Sure there were some notable deals, such as Cenovus Energy Inc.’s (TSX:CVE) $17.7-billion purchase of … Continue reading

Two sides of the same story

Board engagement with a few dozen significant shareholders might seem a world apart from communicating with thousands more through the annual proxy. But as Richard DeWolfe, chairman of Manulife Financial Corp., explains in this exclusive interview, they can be directly linked. At one level, feedback the board gets through engagement can influence specific proxy items ranging from compensation to ESG. More broadly, each effort holds a critical place on the continuum of effective shareholder communications
December 13th, 2017

Listed To what extent is Manulife’s shareholder engagement focused on proxy season? Richard DeWolfe A year ago it was a very significant effort on our part because one of the issues that we were dealing with was a vote on … Continue reading

Cover all the bases

It’s no secret: making sure your company’s proxy season goes smoothly takes equal parts homework and legwork. Here’s our review of the major issues expected to dominate the action in the months ahead
By Paul
December 13th, 2017

What’s in store for the 2018 proxy season? We asked some of Canada’s leading proxy experts and governance advisers for their help. Below, they identify the issues that are expected to make headlines and to keep board committees up at night. … Continue reading

Leaders send a message: it’s time for climate action

CEOs and directors from the world’s largest corporations and investment firms traveled in September to New York to discuss climate change. The takeaway for listed companies was clear: build your climate competency and report about climate change risks in the upcoming proxy season
By Helle Bank Jorgensen
December 13th, 2017

The New York Climate Week, an international summit launched in 2009, is always busy, and security, especially around the United Nations, is always insane. But this year, it was at a whole new level. Part of the reason was that … Continue reading

Our 2017 DOTY shortlist

Many are considered, but only one M&A transaction can be chosen Deal of the Year. Here’s a look at the next three closest contenders and why they missed the cut
December 13th, 2017

FIRST RUNNER-UP Metro Inc.-Jean Coutu Group Inc. When you consider the other recent grocery store-pharmacy tie-ups (most notably, Loblaw Cos. Ltd. buying Shoppers Drug Mart back in 2013), Metro Inc.’s (TSX:MRU) $4.5-billion friendly deal for the Jean Coutu pharmacy empire … Continue reading

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Ticker

Global miners embracing Canadian listings

The story line behind a recent run of IPOs and new listings, large and small, is the sector’s affinity for the Toronto markets
December 13th, 2017

It was a light, yet telling, moment in the run-up to the third-largest mining IPO in TSX history. Ivan Grbesic, a partner at Stikeman Elliott and lead lawyer for the firm in its handling of Nexa Resources SA’s (TSX:NEXA) US$496-million … Continue reading

Drawing the line on diversity

After three years of attempting to foster gender diversity in C-suites and boardrooms by asking listed companies to “comply” with voluntary targets for women’s representation or “explain” why they aren’t doing so, Canada’s securities regulators are facing up to the facts: it isn’t working. Has the time for “comply or else” arrived?
By Mai Nguyen
December 13th, 2017

On Oct. 24, the Ontario Securities Commission held a roundtable on the 22nd floor of the OSC’s downtown Toronto office to discuss the results of the Canadian Securities Administrators’ annual report on women’s representation on public company boards. There was … Continue reading

Stakes raised on multiple voting-class structures

Measures taken by the FTSE Russell and S&P Dow Jones indexes to restrict access to new listings are expected to spark further investor-founder-market tensions
By Cooper Langford
October 5th, 2017

It’s usually company news that moves the markets. But this summer, several international markets made news designed to move companies—specifically, when it comes to their embrace of multiple voting-class share structures. Now more news, and moves, are likely to follow. … Continue reading

New battle lines over a pipeline

The NDP’s election triumph in B.C. was a surprise; its subsequent call for the cancellation of the Trans Mountain pipeline was not. The shifting calculus has big implications for both the project and future federal and interprovincial relations
By Paul Brent
October 4th, 2017

In early 2009, former U.S. President Barack Obama famously quipped, “Elections have consequences,” a not-so-subtle insinuation that his team had all the advantages over his opposition thanks to his party’s landslide election victory. Elections, it turns out, have consequences on … Continue reading

Setting the stage for a new NAFTA

Talks between Canada, the United States and Mexico to renegotiate the North American Free Trade Agreement begin in August. Donald Trump wants a big “win.” Can he actually get it? And what does it mean for Canada?
By Paul Brent
August 3rd, 2017

More than two decades have passed since the North American Free Trade Agreement redrew the continent’s trade map. It is safe to say that the renegotiation of NAFTA demanded by U.S. President Donald Trump that begins this August will be … Continue reading

Cloudy with a chance of greater gloom

As luncheon talks go, it was anything but light. But for speaker Dambisa Moyo, that was the point: when the global economy is fraught with risk and intractable uncertainty, the last thing anyone can afford is complacency
By Listed Staff
August 3rd, 2017

As a director on the boards of Barrick Gold Corp. (TSX:ABX), Barclays Bank, Chevron and Seagate Technologies, economist Dambisa Moyo knows firsthand the things that are currently weighing on the minds of company directors and CEOs. Foremost among them? Global … Continue reading

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Views

Leaders send a message: it’s time for climate action

CEOs and directors from the world’s largest corporations and investment firms traveled in September to New York to discuss climate change. The takeaway for listed companies was clear: build your climate competency and report about climate change risks in the upcoming proxy season
By Helle Bank Jorgensen
December 13th, 2017

The New York Climate Week, an international summit launched in 2009, is always busy, and security, especially around the United Nations, is always insane. But this year, it was at a whole new level. Part of the reason was that … Continue reading

Shareholder activism meets M&A

Most M&A tables list the buyer, the target and maybe the legal and banking help. But what about the activist? They can play a range of different roles—and potentially make or break a deal
By Poonam Puri
December 13th, 2017

Finally, after months of negotiation, you have just issued a press release announcing the signing of an acquisition agreement to sell your company at a nice premium. Your biggest shareholder has signed a lock-up agreement committing to tender its 15% … Continue reading

New scrutiny on director compensation

Director pay levels are rising, and shareholders and proxy advisers are taking note. But along with a few modest changes in oversight, basic good governance should be enough to keep excesses in check
By Ken Hugessen
December 13th, 2017

Until recently, director pay attracted little attention from the shareholder community. More recently, however, a few cases in the U.S. of much higher pay have drawn some criticism from shareholders (including several class action lawsuits). In response to these concerns, … Continue reading

Taking the “overpay” out of M&A

There are many reasons why companies pay too much in M&A transactions—but few legitimate excuses. Here’s a look at what boards can do to minimize their risk
By John Caldwell
December 13th, 2017

Not a quarter goes by that we don’t hear another corporation announcing an asset writedown related to a previous acquisition. For example, earlier this year Valeant Pharmaceuticals International Inc. (TSX:VRX) took a $1.1-billon writedown of goodwill arising from several acquisitions. … Continue reading

Harvey Weinstein: could it happen to your board?

Serial harassment and other forms of offensive—and risky—conduct are all over the news. Here’s a list of steps your board can take to ensure its oversight of company culture is sufficient to snuff out such behaviour
By Richard Leblanc
December 13th, 2017

Here is a situation that I have encountered many times. I am invited to observe and assess a board. When I do, I immediately see the red flags. I make hard-hitting recommendations, which have included the CEO and certain directors … Continue reading

IR’s glass ceiling: a challenge for the C-suite

While women and men are equally represented in investor relations, men have far more of the top jobs and get higher pay. A closer look at the causes reveals some obvious solutions
By Chaya Cooperberg
December 13th, 2017

The investor relations profession is grappling with a gender gap. Women hold about half of all IR roles, but far fewer have the top IR job at major companies. And they are earning substantially less than their male counterparts. Surprised? … Continue reading

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Features

The comeback after the storm

When Neil Bruce joined SNC-Lavalin in 2013, the Montreal engineering firm was roiled by scandal. Two years after becoming CEO, his $4.1-billion purchase of UK-based WS Atkins—Listed’s 2017 Deal of the Year—turns SNC into a new international giant, focused squarely on the future
By Robert Thompson
December 13th, 2017

No one would be startled to find out Neil Bruce is an engineer by training. He has the perspective one anticipates from an engineer—the attitude that a problem can be solved by simply working it through. Bruce’s background, along with … Continue reading

To the stealthy go the spoils

Transaction values in 2017 hit a three-year high, with private equity coming up big in our annual M&A year in review. Yet more than a few deals went by quietly
By Jim Middlemiss
December 13th, 2017

Canada’s mergers and acquisitions market in 2017 can best be described as stealth-like. On the surface, it didn’t seem like it was an exceptional year. Sure there were some notable deals, such as Cenovus Energy Inc.’s (TSX:CVE) $17.7-billion purchase of … Continue reading

Two sides of the same story

Board engagement with a few dozen significant shareholders might seem a world apart from communicating with thousands more through the annual proxy. But as Richard DeWolfe, chairman of Manulife Financial Corp., explains in this exclusive interview, they can be directly linked. At one level, feedback the board gets through engagement can influence specific proxy items ranging from compensation to ESG. More broadly, each effort holds a critical place on the continuum of effective shareholder communications
December 13th, 2017

Listed To what extent is Manulife’s shareholder engagement focused on proxy season? Richard DeWolfe A year ago it was a very significant effort on our part because one of the issues that we were dealing with was a vote on … Continue reading

Cover all the bases

It’s no secret: making sure your company’s proxy season goes smoothly takes equal parts homework and legwork. Here’s our review of the major issues expected to dominate the action in the months ahead
By Paul
December 13th, 2017

What’s in store for the 2018 proxy season? We asked some of Canada’s leading proxy experts and governance advisers for their help. Below, they identify the issues that are expected to make headlines and to keep board committees up at night. … Continue reading

Our 2017 DOTY shortlist

Many are considered, but only one M&A transaction can be chosen Deal of the Year. Here’s a look at the next three closest contenders and why they missed the cut
December 13th, 2017

FIRST RUNNER-UP Metro Inc.-Jean Coutu Group Inc. When you consider the other recent grocery store-pharmacy tie-ups (most notably, Loblaw Cos. Ltd. buying Shoppers Drug Mart back in 2013), Metro Inc.’s (TSX:MRU) $4.5-billion friendly deal for the Jean Coutu pharmacy empire … Continue reading

Beating back trouble

Special Report on Risk: Social media, business complexity and widening stakeholder interests are changing the speed, scale and scope of crisis management. Is your board keeping up?
By Jim Middlemiss
October 5th, 2017

As crisis moments go, the announcement by Home Capital Group Inc. (TSX:HCG) last Feb. 10 that it had received an enforcement notice from the Ontario Securities Commission calling out its 2014 and 2015 continuous disclosure practices couldn’t have seemed much … Continue reading

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The Director's Chair

Jim Carter: Do you buy value, or build it?

In The Director’s Chair with David W. Anderson: Jim Carter may sit on four boards, in different sectors, but when it comes to creating value and long-term success, his measuring stick stays the same: get the culture right and results will follow
March 4th, 2016

Mining executives and directors, Jim Carter feels your pain. The former president of Syncrude Canada, now a director on four corporate boards—Finning International, Brand Energy, Alberta Treasury Branch Financial and Irving Oil—has navigated his share of industry slumps, and his … Continue reading

Helen Kearns: Purpose, process…results

In The Director’s Chair with David W. Anderson: An accomplished wealth manager, financial markets executive and veteran director, Helen Kearns has relied on a disciplined, strategic, long-term approach to create lasting value in every role
December 14th, 2015

With an exemplary career in wealth management and capital market finance, Helen Kearns, president and CEO of Bell Kearns & Associates Ltd., not only knows as much as anyone about making and managing money, but also how to anticipate and repel setbacks … Continue reading

Mike Wilson: Out of the fray, still in the fire

In The Director’s Chair with David W. Anderson: He had a long executive career, culminating in a decade as president and CEO of Agrium. Now Mike Wilson is bringing it as a non-executive director on four boards
October 10th, 2015

If you need any testimony to Mike Wilson’s knowledge, experience, boardroom savvy and the high esteem in which he’s held by his peers, consider that within a year of retiring as president and CEO of Agrium Inc. at the end … Continue reading

Bill Achtmeyer: Artisan of the deal

In The Director’s Chair with David W. Anderson: A conversation with Boston-based Bill Achtmeyer serves up an advanced class in M&A strategy and execution
July 26th, 2015

After decades of M&A advisory experience, first with Bain & Co., then as founder, chair and managing partner of the Parthenon Group, plus a distinguished director career, Bill Achtmeyer has an acute, board’s-eye view of M&A. Here, in conversation with … Continue reading

Paul Myners: The issue is ownership

In The Director’s Chair with David W. Anderson: As one of the UK’s most influential leaders on corporate governance, Paul Myners has a challenge for his peers: why haven’t their many reforms penetrated practice?
May 13th, 2015

Paul Myners has résumé enough for three or four successful careers. One-time publisher of The Guardian newspaper, former City Minister in the government’s finance ministry, current fund company chair and partner as well as chair of the Court and Council … Continue reading

Rob McEwen: A sense of purpose

In The Director’s Chair with David W. Anderson: For Rob McEwen, it’s not only about knowing where you want to go, but figuring out the best way to get there
February 27th, 2015

Rob McEwen has been a dominant presence in gold mining since he founded and, as chair and CEO, built Goldcorp—now among the world’s largest gold companies—into an industry leader. Today he’s chair, CEO and 25%-owner of McEwen Mining, a TSX- … Continue reading

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Handbook

CIOs on the board? It’s complicated

Do boards need more senior technology expertise? The answer’s a slam-dunk yes. Increasingly, that means adding a sitting CIO as a director. But getting the right fit isn’t easy. Nor is it the only way to go
By Diane Peters
December 13th, 2017

In case you haven’t heard or read for the 10th time today, we’re in the age of digital disruption: AI, Internet of Things, Bitcoin, the cloud, cyberhacks. Along with that, come reports that chart a rising trend in companies recruiting … Continue reading

Elevating culture on the board agenda

Long considered soft and immeasurable, corporate culture—and, in conjunction, board culture—is now increasingly being recognized as a critical success factor that companies, and boards, ignore at their peril
By Beverly Behan
December 13th, 2017

In the wake of Uber and Wells Fargo, corporate culture has become a hot-button topic in North American boardrooms. So much so, that the National Association of Corporate Directors just released a Blue Ribbon Commission Report, “Culture as a Corporate … Continue reading

Engaging with investors on ESG issues

Boards that proactively implement effective practices on environmental, social and governance issues have much to gain from engagement with shareholders. Those that don’t risk being held to account—by their investors and the marketplace
By Beverly Behan
October 5th, 2017

Investor-board engagement is a growing trend, with many of the world’s largest asset managers, including BlackRock, Vanguard and State Street, expanding their stewardship teams to engage more frequently with both management and boards of their investee companies. Many directors either … Continue reading

Miners shed secrecy, team up on cybersecurity

Beset by cyberattacks, several major Canadian mining companies have taken a lead role in the creation of an open, industry-wide alliance that’s forging a new front in the battle to protect sensitive data and digital assets
By Kerry Banks
October 4th, 2017

In April 2016, executives at Vancouver’s Goldcorp Inc. (TSX:G) were shocked to learn that hackers had penetrated the company’s computer network and stolen a load of data, including bank accounts, wire transfers, payroll records, contracts, budget documents and treasury reports. … Continue reading

Higher interest rates: the latest contagion?

Canada and the U.S. see their first serious whiffs of economic growth in ages and what happens? Our central banks race to put on the brakes. As long as inflation’s still negligible, why not let the good times roll?
By Ian McGugan
October 4th, 2017

Nobody ever claimed it was easy to be a central banker, but at least your guiding principles used to be clear enough. If you spotted signs that inflation was growing uncomfortably strong, you would hike interest rates to slow the … Continue reading

REITs get a new route to market

Introducing the capital pool company trust, a niche vehicle with potentially big appeal
By Ken Mark
October 4th, 2017

Private real estate firms with a goal of obtaining a public listing as a real estate investment trust (REIT) now have a new path to market. Ironically, this path comes courtesy of one of the TSX Venture Exchange’s oldest vehicles, … Continue reading

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Economy

One-dimensional? Us?

Two University of Calgary researchers have crunched the numbers and found Canada’s economy to be a model of healthy diversification. But not everyone is convinced
By Ian McGugan
August 3rd, 2017

For years, politicians and policy wonks have urged Ottawa to take action to ensure that Canadians become more than hewers of wood and drawers of water. But maybe it’s time to think again. Trevor Tombe and Robert Mansell of the … Continue reading

Half full? Dare we say three-quarters?

Sure, there are still reasons for pessimism, but what do we make of all the signs that the global economy is picking up strength? Go with it
By Ian McGugan
May 19th, 2017

Look! Over there—could that be sunrise on the horizon? It certainly seems so. After years of struggling through the long shadows cast by the financial crisis, the world economy is brightening. Maybe, just maybe, managers should stop worrying about the … Continue reading

There’s value in them thar hills!

Mining used to be simple. Find a deposit, build a mine, get it out of the ground and sell it. Today the hardest thing to find is a low-risk growth strategy that delivers investors and results
By Ian McGugan
March 2nd, 2017

What a difference a year makes. At the start of 2016, the mining industry was reeling. Metals prices were in freefall and investors had long since fled from the sector. Then everything changed. As new signs of global growth emerged, … Continue reading

Poloz: selling life in the slow lane

It’s in business leaders’ DNA to expect big returns. So what should we make of the Bank of Canada’s rush to embrace and preach the doctrine of slow growth?
By Ian McGugan
December 15th, 2016

Senior executives have one overwhelming goal, at least so far as shareholders are concerned, and that goal is to create decent returns on the money invested in their companies. But what constitutes a reasonable profit in this age of low … Continue reading

Much ado about little

Both of Canada’s current signature international trade pacts are foundering just shy of completion. But given the paltry contributions the TPP and CETA are expected to make to our economy, should anyone care?
By Ian McGugan
October 11th, 2016

Can you hear the gnashing of teeth in Ottawa? Both of Canada’s flagship trade initiatives are in trouble and all the usual suspects are predicting problems as a result. Without the Trans-Pacific Partnership (TPP) to help Canadian exports expand in … Continue reading

As go home values, so goes the economy. But why?

Many agree with Bank of Canada governor Stephen Poloz when he says big-city house prices are too high. Even so, there are two different schools of thought—with wildly different outcomes—on how to handle the issue
By Ian McGugan
August 1st, 2016

Across the street from my family’s modest Toronto house, workers are building a condo tower. From Monday through Friday, the rumble of dump trucks and clank of bulldozers punctuates our breakfast. Mind you, we’re not unusual: the creaky clatter of … Continue reading

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Insider

Decrypting cryptocurrency

Insider: Geoffrey Cher
December 13th, 2017

Who Geoffrey Cher, partner, Wildeboer Dellelce, a corporate, commercial and securities law specialist with a focus on the digital economy. Involvement Cher is a regular adviser and speaker on fintech, distributed ledger technologies and cryptocurrencies. In November, he emceed the … Continue reading

Weathering the storm

Insider: Nick Wildgoose
October 6th, 2017

Who Nick Wildgoose, global supply chain product leader, Zurich Insurance Group; chairman of the Supply Chain Risk Leadership Council; former non-executive director of the Chartered Institute of Purchasing and Supply. Involvement Wildgoose, based in London, consults with companies globally on … Continue reading

Raising your IP IQ

Insider: Laura Quatela
August 3rd, 2017

Who Laura Quatela, chief legal officer of Lenovo Group Ltd. of China; director of Technicolor SA of France and co-founder of Quatela Lynch McCurdy, a Rochester, N.Y.-based IP asset and technology investment consultancy. Involvement In June, Quatela delivered the opening … Continue reading

Governance in motion

Insider: Anita Anand
May 17th, 2017

Who Anita Anand, professor of law at the University of Toronto and J.R. Kimber Chair in Investor Protection and Corporate Governance. Involvement In 2016, Anand was named the first research chair for investor rights in North America. She has a … Continue reading

Bidding up change

Insider: Elena Mayer
March 2nd, 2017

Who Elena Mayer, president and CEO of Women Who Rock (WWR), a volunteer organization that facilitates mentoring and sponsorship opportunities to help women establish and advance careers in mining. Involvement Mayer, a lawyer and MBA whose day job is senior … Continue reading

Fintech: growing up fast

Insider: Jesse McWaters
December 15th, 2016

Who Jesse McWaters, financial innovation lead at the World Economic Forum in New York. McWaters, a Canadian, heads WEF research on fintech, manages its council on the future of blockchain, and coauthored its influential 2015 “Future of Financial Services” report. … Continue reading

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