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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

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

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

Once repatriated, twice shy

SPECIAL REPORT ON M&A: DEAL OF THE YEAR | 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

Big, bold and bountiful

SPECIAL REPORT ON M&A: 2014 REVIEW | In one of the best years on record for mergers and acquisitions in Canada, activity crossed all sectors and strategic buyers were out in force capitalizing on perfect conditions for buying and selling assets
By Jim Middlemiss
December 17th, 2014

Canada’s mergers and acquisition markets were on fire in 2014, hitting some of the highest levels since the financial crisis. What fueled such activity? Low interest rates, a stock market that didn’t get choppy until the fourth quarter, and a … Continue reading

Money talks, excessive pay walks

SPECIAL REPORT: PREPARING FOR PROXY SEASON | An effective proxy season strategy takes in many elements. But these days, nothing within the board’s oversight is more critical to the process, and to AGM voting itself, than executive compensation
By John Greenwood
December 17th, 2014

One of the distinguishing traits of a good board of directors is they try to be prepared, so they’re always looking ahead, craning their necks to figure out what’s coming around the next bend. Back in 2010 the board at … 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

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Ticker

Less boom, but no bust

Recent setbacks, especially the departure of American giant Cliffs Natural Resources, have deflated much of the original hype around Ontario’s Ring of Fire and Quebec’s Plan Nord. In the long run, that might not be a bad thing
By Susan Mohammad
February 26th, 2014

If the stories of the mining industry in Quebec and Ontario as of late were books, the same author could easily have written them both. Only a few years ago, each province’s mining sector was full of fresh promise. Initial … Continue reading

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

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Views

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
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

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

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

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

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

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Features

Once repatriated, twice shy

SPECIAL REPORT ON M&A: DEAL OF THE YEAR | 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

Big, bold and bountiful

SPECIAL REPORT ON M&A: 2014 REVIEW | In one of the best years on record for mergers and acquisitions in Canada, activity crossed all sectors and strategic buyers were out in force capitalizing on perfect conditions for buying and selling assets
By Jim Middlemiss
December 17th, 2014

Canada’s mergers and acquisition markets were on fire in 2014, hitting some of the highest levels since the financial crisis. What fueled such activity? Low interest rates, a stock market that didn’t get choppy until the fourth quarter, and a … Continue reading

Money talks, excessive pay walks

SPECIAL REPORT: PREPARING FOR PROXY SEASON | An effective proxy season strategy takes in many elements. But these days, nothing within the board’s oversight is more critical to the process, and to AGM voting itself, than executive compensation
By John Greenwood
December 17th, 2014

One of the distinguishing traits of a good board of directors is they try to be prepared, so they’re always looking ahead, craning their necks to figure out what’s coming around the next bend. Back in 2010 the board at … 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

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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

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

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

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

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

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Economy

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

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

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Insider

A force in finance

Insider: Steve Hudson
December 16th, 2014

Who Steve Hudson, CEO and chairman of Element Financial Corp. (TSX:EFN) of Toronto, which he took public in 2011 to finance the acquisition of receivables in key verticals including commercial and vendor financing, rail, aviation and fleet management. Element has … Continue reading

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

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