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Views
Ken Hugessen

Executive Compensation
Richard Leblanc

Law and Governance
Robert Olsen

Corporate Finance
The Director's Chair David W. Anderson

Sandra Odendahl

Environmental Affairs
Chaya Cooperberg

Investor Relations
John Caldwell

Risk
The Boardroom Beverly Behan


Top Stories

Once repatriated, twice shy

Tim Hortons, a national icon, wasn’t for sale. If Burger King was intent on buying the coffee shop giant, Tim Hortons’ management and board said premium price was just a starting point. Then they insisted on—and got—conditions to help the deal go down on Main Street
By Robert Thompson
December 17th, 2014

THEY WEREN’T LOOKING FOR IT, were not expecting it, and it initially elicited as much interest as a day-old cruller. But Tim Hortons Inc.’s takeover by fast-food giant Burger King Worldwide Inc. is Listed’s 2014 “Deal of the Year,” for … Continue reading

M&A rules get an overhaul

The Canadian Securities Administrators, with unanimous provincial support, is proposing new rules on takeover bids. Target boards and shareholders will get more leverage, bidders will need to rethink strategy
By John Greenwood
October 30th, 2014

Big changes often start imperceptibly until suddenly they become fact, part of the landscape. That’s a good description for the Canadian Securities Administrators’ recently proposed changes to regulations on takeover bids and shareholder rights plans which, assuming they’re adopted, will … Continue reading

Cyber risk takes centre stage

A string of high-profile cybersecurity breaches has focused attention on an emerging challenge in the boardroom: are directors doing enough to ensure their companies are adequately protecting sensitive data and technology?
By Jim Middlemiss
October 30th, 2014

When Doug Hayhurst traveled on company business in the 1980s, the former IBM and PwC executive used a briefcase with no corporate logo when visiting certain jurisdictions so as not to attract attention. Fast-forward to today. Hayhurst, an independent director … Continue reading

The elephant in the room

Mining veteran Rudi Fronk, CEO of Seabridge Gold, has hit the mother lode—the largest undeveloped gold-copper project in the world. Now comes the hard part: finding a major partner to buy him out
By Kerry Banks
October 30th, 2014

Rudi Fronk is back on the road. The smooth-talking 56-year-old CEO and chairman of Toronto-based Seabridge Gold Inc. (TSX:SEA) is in the midst of a month-long travel itinerary that will take him to various mining conferences and industry showcases in … Continue reading

Hallmarks of a great board chair

Excelling as chairman of a public company board is a complicated task—but you’ll never lift your game from good to great without embracing three key attributes
By Beverly Behan
October 30th, 2014

Being chairman of the board is an honour. But it’s also an important job that can make all the difference in terms of the board’s overall effectiveness. Three things distinguish truly great board chairs—and relatively few actually step up to … Continue reading

Canada: the third amigo

Mexico’s surging manufacturing sector and growing economy mean its influence in NAFTA will soon supersede our own. But that doesn’t have to be a bad thing
By Ian McGugan
October 30th, 2014

Welcome, economics fans, to the 2014 version of Name that Country. Today’s clue: This nation, which shares a border with the United States, has large oil and gas reserves, is headed by a pro-business leader intent on shaking up the … Continue reading

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Ticker

Comply or explain: enough of a push?

The Ontario Securities Commission seems poised to recommend that the province adopt a new “comply or explain” regime for public issuers in a bid to move companies to boost gender diversity on boards and in management. Despite iffy results elsewhere, it’s got widespread support
By Mark Anderson
December 15th, 2013

Whatever is or isn’t on the table from the Ontario Securities Commission by the time you read this, any director, senior executive, corporate secretary, or governance or proxy adviser worth his or her salary will have already started thinking about … Continue reading

Defined benefit plans’ rebound now a test of discipline

By Bruce Freedman/Street Smarts
December 15th, 2013

Living in a zero-rate world has made many a homebuyer happy, but for those companies that still have material defined benefit pension liabilities, the last five years have been rather gray-hair inducing indeed. The discount rate is the single most … Continue reading

Old rival, new high ground

Don’t tell Jos Schmitt it’s trendy to blame high-frequency traders for corrupting the stock market. The former CEO of Alpha, the alternative exchange whose owners bought TMX Group in 2012, is launching a new exchange where predatory, high-frequency trading will be banned. In Schmitt’s view, the problem is so bad that issuers and investors will want to switch
By Jim Middlemiss
September 16th, 2013

Fairness. It’s a classic underdog sales pitch. But will it work when the “underdogs” are a group of high profile, deep-pocketed financial institutions, headed by a familiar CEO, planning to launch their own stock exchange in Toronto? That’s the gamble—and … Continue reading

A double dose of transparency

Paired with its new anti-corruption rules, Ottawa’s call for explicit disclosure of all payments made by Canadian companies to foreign governments and officials brings a new standard of offshore accountability to the boardroom
By Rob Colapinto
September 16th, 2013

The world’s most active player in global natural resource extraction will soon be facing new federal legislation mandating beefed-up disclosure of payments made to foreign governments. Canada has long been viewed as a transnational laggard when it comes to its … Continue reading

Year of the buyback

Surplus cash, cheap debt and antsy shareholders looking for a return have companies hot on their own stock
By Mark Anderson
June 18th, 2013

Even if your company hasn’t done one—yet—you have to know share buybacks are all the rage. Over the last year Royal Bank, Bank of Montreal and CIBC all announced that they would be implementing share buyback programs and, in May, … Continue reading

Barrick vote symbolic—and then some

The impact of its shareholders’ massive say-on-pay vote rejection of new co-chair John Thornton’s huge bonus deal doesn’t end with Barrick Gold. Boards across Canada will be feeling it, too
By Jim Middlemiss
June 18th, 2013

Every AGM and proxy season has its seminal, defining moment—the shot across the bow that sends a message not to just one board, one set of directors, one company, but to every board and every director in the land. This … Continue reading

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Views

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

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
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

Own the pay-for-performance narrative

A board’s best defence in the say-on-pay era? Conduct an independent pay-for-performance assessment, then communicate it to your shareholders
By Ken Hugessen
October 30th, 2014

Shareholders are interested in ensuring compensation is aligned with performance, and they use say-on-pay votes and director elections to express concerns where this is not seen to be the case. Unfortunately, many issuers fail to provide compelling evidence of a … Continue reading

Competition: the greatest external risk

Obtaining a deep, objective understanding of competitors’ strengths and weaknesses—analyzing everything from their current strategies to ability to execute—is fundamental to assessing risk and driving your own performance
By John Caldwell
October 30th, 2014

Excluding self-inflicted exposures, competition is usually an enterprise’s greatest threat. Yet, ironically, management and board rigour around competitive analysis is often perfunctory at best. Quarterly board packages frequently contain cursory information on competitor activities. Even most strategic plans fall woefully … Continue reading

Business with purpose

Pending the results of an Industry Canada review, benefit corporations—for-profit businesses using the power of business to solve social and environmental problems—could soon be legally entrenched
By Sandra Odendahl
October 30th, 2014

Last December, when the federal government launched a review of the Canada Business Corporations Act (CBCA), topics like shareholder rights and executive compensation grabbed much of the spotlight. But among potential changes that might have the biggest lasting impact, consider … Continue reading

Spare the paper, boost the engagement

Notice and access is making slow progress in Canada since it was approved in 2013. But wherever it’s applied, shareholders show they are ready for new channels for proxy communication
By Chaya Cooperberg
October 30th, 2014

In a recent conversation with four other investor relations officers, each representing a sizeable Canadian public company, the topic of notice and access came up. Of the five of us, only two were early adopters of the process introduced in … Continue reading

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Features

Once repatriated, twice shy

Tim Hortons, a national icon, wasn’t for sale. If Burger King was intent on buying the coffee shop giant, Tim Hortons’ management and board said premium price was just a starting point. Then they insisted on—and got—conditions to help the deal go down on Main Street
By Robert Thompson
December 17th, 2014

THEY WEREN’T LOOKING FOR IT, were not expecting it, and it initially elicited as much interest as a day-old cruller. But Tim Hortons Inc.’s takeover by fast-food giant Burger King Worldwide Inc. is Listed’s 2014 “Deal of the Year,” for … Continue reading

Cyber risk takes centre stage

A string of high-profile cybersecurity breaches has focused attention on an emerging challenge in the boardroom: are directors doing enough to ensure their companies are adequately protecting sensitive data and technology?
By Jim Middlemiss
October 30th, 2014

When Doug Hayhurst traveled on company business in the 1980s, the former IBM and PwC executive used a briefcase with no corporate logo when visiting certain jurisdictions so as not to attract attention. Fast-forward to today. Hayhurst, an independent director … Continue reading

The elephant in the room

Mining veteran Rudi Fronk, CEO of Seabridge Gold, has hit the mother lode—the largest undeveloped gold-copper project in the world. Now comes the hard part: finding a major partner to buy him out
By Kerry Banks
October 30th, 2014

Rudi Fronk is back on the road. The smooth-talking 56-year-old CEO and chairman of Toronto-based Seabridge Gold Inc. (TSX:SEA) is in the midst of a month-long travel itinerary that will take him to various mining conferences and industry showcases in … Continue reading

How to build a pharma giant [and win friends and incite critics]

Valeant Pharmaceuticals has been the biggest story on Canadian markets the past two years. But with a $50-billion takeover in the balance, CEO Michael Pearson’s controversial high-debt, low-R&D model faces its stiffest test yet
By Robert Thompson
August 24th, 2014

Michael Pearson is a divisive figure. To some, he’s shaking up an industry—big pharma—that needed to be rocked to its core, that had become bloated and fat, reliant on spending billions on research and development that often failed to fulfill … Continue reading

Is everybody out there?

What’s the biggest way social media and online culture is changing how companies communicate? Exclusivity is history.Whatever message you’re delivering, know that every shareholder, stakeholder and critic is within earshot
By Jim Middlemiss
August 24th, 2014

When Bombardier Inc. launched the maiden flight of its CSeries jet last September, the company broadcast the three-hour-plus event in a live, bilingual webcast that was more Canada AM than a traditional corporate video. Held outdoors at the Mirabel airport … Continue reading

The bubble in the room

Carbon-bubble theory says the value of hydrocarbons may be poised for a fall, taking energy company valuations with them. Nonsense? Doesn’t matter. Shareholders are asking questions—and looking for answers
By Robert Thompson
June 5th, 2014

Regardless of what industry you’re talking about, ExxonMobil is a towering giant. It is the world’s largest publicly traded oil-and-gas company (in addition to being the world’s third-largest public business) and it will play a central role going forward in … Continue reading

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The Director's Chair

Gail Cook-Bennett: Been there, pioneered that

In The Director’s Chair with David W. Anderson: There are a lot of firsts associated with Gail Cook-Bennett’s 16 years as a chair and 36 years on crown and corporate boards. Adding value as a director, she says, means innovating
December 17th, 2014

An unlikely convergence of opportunity and expertise opened the boardroom door for Gail Cook-Bennett in an era when even men her age were typically deemed too young. Since then, she’s played a key role in many corporate and public sector … Continue reading

Ira Millstein: Why governance is our best defence

In The Director's Chair with David W. Anderson: Ira Millstein, a man whose name is practically synonymous with corporate governance, issues a passionate reminder: it’s the people’s money that funds corporations and governance exists to protect it
October 30th, 2014

If you’re looking to build a list of the giants of corporate governance, you’d be hard pressed not to put Ira Millstein at the top. A lawyer, professor at Columbia law and business schools, and chair of the epynonymous Millstein … Continue reading

Claude Lamoureux: Making smart moves seem easy

In The Director’s Chair with David W. Anderson: Claude Lamoureux isn’t the first CEO and senior director to stress the importance of meeting, listening to and trusting the people you lead. But he might have perfected it
August 24th, 2014

When it comes to a track record of smart management, sound investment decisions and excellent governance, few organizations can top the Ontario Teachers’ Pension Plan. For that, Claude Lamoureux, Teachers’ president and CEO for 17 years, starting with its founding in … Continue reading

Rick George: Give people the tools and cut them loose

In The Director’s Chair with David W. Anderson: As a former CEO and a boardroom veteran, Rick George knows that fundamentals count—and that tough questions can have simple answers
June 5th, 2014

If the oilsands have a face, it belongs to Richard “Rick” George, who stepped down as CEO of Suncor Energy Inc. in 2012, after 21 years in office. But that’s only one narrative line in George’s story. He’s enjoyed a … Continue reading

William Etherington: Boards’ last blind spots: themselves

In The Director’s Chair with David W. Anderson: Recruitment may be professionalized, and diversity is taking hold, but when it comes to accountability, William Etherington says boards still have a ways to go
April 21st, 2014

As a director and now chairman of the board at Celestica Inc., where he’s sat since 2001, William Etherington personifies continuity of leadership. Celestica itself started as a spinoff from IBM Canada, where Etherington was CEO for a number of … Continue reading

Eira Thomas: Engage early and often

In The Director’s Chair with David W. Anderson: Eira Thomas, storied geologist turned founder, director, CEO and chair, says sharp stakeholder relations and smart governance are making winners in mining today
February 26th, 2014

Eira Thomas burst onto the Canadian mining scene in the 1990s, leading the Aber Resources Ltd. field exploration team that discovered the Diavik diamond project pipes in the Northwest Territories. By the time Diavik went into production in 2003, as … Continue reading

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Handbook

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

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

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

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

The executive’s guide to working with boards

Would-be CEOs and other senior managers can make or break their careers in presentations to boards. So take the time to learn what directors need to hear—and how they need to hear it
By Beverly Behan
August 25th, 2014

Being invited to present to the board of directors—or to work with the board on an ongoing basis—is often viewed as a hallmark of an executive career. It also has significant implications for anyone with their eye on the corner … Continue reading

IP: Monetization is the message

We no longer have Steve Jobs to wow us. In his place, Elon Musk is laying down the epoch’s big ideas. His latest—“giving away” Tesla’s patents—should make companies think twice about intellectual property assets
By Mark Anderson
August 24th, 2014

Ever since Tesla founder Elon Musk announced in June that the electric carmaker would allow its patented technology to be freely used by third parties acting “in good faith,” industry observers have been attempting to make sense of the move. … Continue reading

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Economy

Canada: the third amigo

Mexico’s surging manufacturing sector and growing economy mean its influence in NAFTA will soon supersede our own. But that doesn’t have to be a bad thing
By Ian McGugan
October 30th, 2014

Welcome, economics fans, to the 2014 version of Name that Country. Today’s clue: This nation, which shares a border with the United States, has large oil and gas reserves, is headed by a pro-business leader intent on shaking up the … Continue reading

Divided we stand

Western Canada’s place as the country’s economic engine isn’t changing anytime soon. That puts the onus on policy makers to take a new look at their priorities—for all Canadians’ sake
By Ian McGugan
August 24th, 2014

Nearly 70 years ago, a novel by Hugh MacLennan captured the struggle that then weighed on many Canadian minds. Two Solitudes told the story of a young writer torn between French and English cultures. If that quintessentially Canadian novel were … Continue reading

How strong is this castle?

King Cotton once ruled the economy of the southern U.S. Then it didn’t. The reign of oil may be no more secure
By Ian McGugan
June 5th, 2014

In the run-up to the U.S. Civil War, southern secessionists argued the slave-owning states had nothing to fear by going it alone. The Deep South produced so much of the world’s cotton—a vital commodity in the mid-19th century—that “King Cotton” … Continue reading

Bitcoin, or something like it

Despite bitcoin’s recent floundering, it’s hard to envision a future that doesn’t include a digital currency. But that won’t happen until those currencies’ backers address the hurdles that matter
By Ian McGugan
April 21st, 2014

Bitcoin’s biggest fans were too smug, too self-righteous, for their own good. For five years, they lectured the rest of us about the superiority of digital currencies and bitcoin’s blessed freedom from the stifling hand of government regulation. So they … Continue reading

Trading one super-cycle for another

Good times follow bad, often sooner than people expect. So, unlikely as it might sound in mining, signs of a pending breakout are mostly there. Don’t expect China 2.0, but the deal making could get furious
By Ian McGugan
February 26th, 2014

Cheer up, folks. Sure, Canadians enjoyed the good times more than most nations and, as a result, felt the crash of the super-cycle with particular intensity. But the recovery has been far quicker than many people expected. I’m referring, of … Continue reading

The price of admission

Despite the ebb and flow of GDP, Canada admits roughly the same number of immigrants each year. Would the country and new arrivals alike be better served if we tied admission rates to the state of the economy?
By Ian McGugan
December 16th, 2013

This year, as it does every year, Canada will import enough people to fill a mid-sized city. And this year, as it does every year, the federal government will assure us that the annual flood of immigrants helps build a … Continue reading

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Insider

A deeper bench

Insider: Mark Healy
October 30th, 2014

Who Mark Healy, president and CEO, CST Trust Co. (CST) and American Stock Transfer & Trust Co. (AST), part of the Australian-based Link Group. Involvement This spring, AST bought D.F. King & Co. Inc., of New York, one of the … Continue reading

A CEO entrance interview

Insider: Ravi Saligram
August 27th, 2014

  Who Ravi Saligram, chief executive officer and director of Ritchie Bros. Auctioneers Inc. (TSX:RBA), the world’s largest industrial auctioneer, based in Burnaby, B.C., with operations in 25 countries and 44 auction sites worldwide, and 2013 revenue of $467 million. … Continue reading

Reporting gets strategic

Insider: Paul Druckman
April 21st, 2014

Who Paul Druckman, chief executive officer of the International Integrated Reporting Council (IIRC). The IIRC hit a major milestone in December with its release of the international integrated reporting framework, a roadmap for companies that want to begin integrated reporting. … Continue reading

Tough times? It’s IR as usual

Insider: David Garofalo
February 26th, 2014

Who David Garofalo, president and CEO HudBay Minerals Inc. (TSX:HBM), one of Canada’s few mid-tier mining companies, producing gold, copper, zinc and silver, with projects in development in North and South America. Involvement Garofalo, who was appointed CEO at HudBay … Continue reading

Scenes at a standoff

Insider: Robin Goad
December 16th, 2013

Who Robin Goad, president, CEO and founder of Fortune Minerals Ltd. (TSX:FT), a diversified miner headquartered in London, Ont., with several properties in Canada. Of those, the closest to launch is its NICO metals mine in Northwest Territories, where construction … Continue reading

United they stand-ardize

Insider: Kevin Dancey
September 16th, 2013

Who Kevin Dancey, president and CEO of Chartered Professional Accountants of Canada, the new (January 2013) umbrella certification program under which Canada’s three former accounting designations—chartered accountants (CAs), certified management accountants (CMAs) and certified general accountants (CGAs)—are now being united. … Continue reading

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