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The Boardroom Beverly Behan


Top Stories

Hostile makeover

Until recently, boards and shareholder activists knew only conflict. Now you see them working together. What happened?
By Robert Thompson
April 21st, 2014

It was as the executive director of the Canadian Coalition for Good Governance, an organization supported by Canadian pension funds, that Stephen Griggs started paying attention to the influx of shareholders seeking change. These days these shareholders are tagged as … Continue reading

What’s not to like?

Canadian regulators are starting to mandate board and executive diversity. Considering the strong business case for new blood and fresh ideas, you wonder why they have to
By Paul Brent
April 21st, 2014

If you want a glimpse of what corporate Canada looked like 50 years ago you don’t have to invent a time machine. A far easier method would be to sit in on the directors’ meetings of at least half the … Continue reading

Where are the great new female directors hiding?

Boards seeking to expand their ranks of women directors and boost diversity will only succeed if they also rethink how and where they’re looking
By Beverly Behan
April 21st, 2014

The title of this column echoes a question many nominating and governance committee chairs will be asking if the Ontario Securities Commission implements its new proposals on gender diversity. But many will find those answers only if they break away … Continue reading

Proxy voting: no quick fix

The CSA gets full marks for making its review of the shareholder proxy voting system a priority. But can it get the participants on the same page?
By Jim Middlemiss
April 21st, 2014

The Canadian Securities Administrators’ consultation paper on the messy proxy voting arena (Consultation Paper 54-401: Review of the Proxy Voting Infrastructure), which last summer kicked off an extended review of the proxy system, is revealing a deep divide among the … 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

Five questions that mining boards need to ask

It’s imperative that mining company boards find ways to add significant value when hard times are forcing management to make do with less. Here’s how
By Beverly Behan
February 26th, 2014

The past year has been described as a “survival year” in the Canadian mining sector. In an environment where CEOs are scrambling to cut costs and make do with less in order to help their companies weather the storm, the … Continue reading

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Ticker

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

Valuation: A common sense approach to P/E

By Bruce Freedman/Street Smarts
June 18th, 2013

We’ve just seen Apple shares lose nearly half their value between last fall and late spring. Funnily enough, while there is still plenty of bullishness on the stock, it is no longer career suicide for a fund manager to take … 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

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

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Views

Where governance is going

A small suite of new rules, relationships and areas of oversight are driving most of the upheaval and change in corporate governance today. Here’s what to expect next
By Richard Leblanc
April 21st, 2014

It’s easy to get caught up in the dramatic details of board and company situations when issues and conflicts come to a boil. But the best way to learn from these events is to explore the underlying governance trends that … Continue reading

Make room, and make ready

Directors need to acknowledge the increasingly active role of shareholders and their advisers in executive compensation decision making—and then engage shareholders directly to hold sway over the agenda
By Ken Hugessen
April 21st, 2014

Today, it would be hard for a director of a mid-size or large public issuer to miss the increasing involvement of shareholders and proxy advisers (e.g. ISS and Glass Lewis) when dealing with executive and director pay and related performance … Continue reading

Taking the measure of your IR team

Though it’s tempting to do so, boards and management shouldn’t look at company share price to evaluate the performance of their IR department. There are many more accurate indicators to choose
By Chaya Cooperberg
April 21st, 2014

In many companies, the fiscal year typically kicks off with exercises in goal setting, as employees commit to objectives in hope of recognition and reward come review time. For investor relations professionals, working within the dynamic and often volatile environment … Continue reading

Traffic gridlock and the bottom line

Location selection, expansion decisions, costs to business—it all goes under the microscope when regional transportation falters. In Ontario, and across the country, 2014 could be a make-or-break year on the issue
By Robert Olsen
April 21st, 2014

Over the past 12 years, the Greater Toronto and Hamilton Area population has increased by 1.2 million to about 6.5 million people and over the next 20 years it will again increase to about 8.4 million. Yet even as the … Continue reading

Considering the consequences

Board oversight of consequential analysis as part of its assessment of residual risks is critical to prioritizing risks for in-depth board oversight. Here’s an approach to consider
By John Caldwell
April 21st, 2014

In overseeing enterprise risk, an initial task in the process is to identify and log the major risks into various categories. The conventional three-stage approach is to determine the residual exposure for each risk by assessing and ranking each risk … Continue reading

The recovery is out there

Last year, talk of green shoots on the parched mining financing landscape proved premature. In 2014, while times remain tight in the short term, conditions are more favourable for a comeback
By Robert Olsen
February 26th, 2014

The current challenges facing the mining industry have been well documented—with cost escalation and increased resource nationalism hitting at the same time as decreasing commodity prices—and they continue to deplete profitability. This reduction in operating performance, driven by decreasing demand … Continue reading

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Features

Hostile makeover

Until recently, boards and shareholder activists knew only conflict. Now you see them working together. What happened?
By Robert Thompson
April 21st, 2014

It was as the executive director of the Canadian Coalition for Good Governance, an organization supported by Canadian pension funds, that Stephen Griggs started paying attention to the influx of shareholders seeking change. These days these shareholders are tagged as … Continue reading

Barrick turns the page

Peter Munk, iconic founder and long-time chairman of Barrick Gold, will step down this spring. His departure, after prolonged shareholder upheaval, plunging gold prices and massive write-downs, heralds a sweeping governance overhaul. It might fix the board—but what of the bottom line?
By Robert Thompson
February 26th, 2014

Maybe his Indianapolis office kept him oblivious to the profile of Barrick Gold Corp. (TSX:ABX) and its flamboyant 86-year old founder and chairman, Peter Munk, but hedge fund manager Mike Morris wasn’t looking to gain publicity for his boutique investment … Continue reading

Waiting for the light

By almost every financial measure, the mining sector started 2014 in a dark place. Great assets, strong planning and good timing have sheltered some companies. The rest—the majority—are getting by on guts, cuts and creativity
By Jim Middlemiss
February 26th, 2014

Daycon Minerals Corp. president David Poynton is hoping that 2014 is the year that his mining company strikes gold with investors. “I’m betting that this year Daycon will go public,” says Poynton, who is also a director at Marathon Gold … Continue reading

Deal of the year: A big bet on small stores

Loblaw’s $12.4-billion purchase of Shoppers Drug Mart is a bold play on demographic trends, the future shape of retail and the care and feeding of Canadians
By Robert Thompson
December 16th, 2013

It is one of Canada’s most stalwart businesses with a nearly century-old tried and tested business model, but Loblaw executive chair Galen Weston and the company’s chief executive, Vicente Trius, are willing to go all in on a hunch that … Continue reading

First you plan, then you pivot

Diversity, transparency, advance notice, notice and access, say-on-pay, voting infrastructure—they could be keywords, they’re certainly trending as the latest tools and regulations for issuers to master to keep pace with activists in proxy season
By Paul Brent
December 16th, 2013

Rising shareholder activism in recent years along with new policies and proposals from regulators has transformed the process of preparing for the proxy season from a dry routine to a dynamic, constantly changing exercise. As the calendar turns to 2014 … Continue reading

Renaissance woman

With luxury nameplate Saks now in the fold, can HBC's Bonnie Brooks—already a turnaround master in Asia and North America—use her makeover magic to make a global powerhouse?
By Robert Thompson
September 16th, 2013

With more than two decades of success and failure behind her, Bonnie Brooks is preparing to enter what may well be the final act of a fascinating executive career. At year’s end, Brooks, 60, will complete the transition to the … Continue reading

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The Director's Chair

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

John Manley: The new multi-stakeholder reality

In The Director’s Chair with David W. Anderson: As a former inner-circle federal cabinet minister, John Manley knows how government makes decisions. Similar thinking, he says, is needed in the corporate world
December 16th, 2013

John Manley, deputy prime minister under Jean Chrétien, says he’s learned a lot in the 10 years he’s been working on corporate boards since leaving politics— particularly in his time as a director at Canadian Pacific Railway prior to the … Continue reading

Gary Colter: Setting the bar high—where it belongs

In The Director’s Chair with David W. Anderson: No matter what the business, director Gary Colter says there’s no excuse for boards to cling to dated, inefficient and ineffective modes of governance
September 16th, 2013

As a member of the dissident slate of directors that shareholders voted into power in the gripping Canadian Pacific Railway proxy battle of 2012, Gary Colter has had a front row seat for recent debates over directors’ duties and effective … Continue reading

Robert Monks: It’s broke, let’s fix it

In The Director’s Chair with David W. Anderson: Shareholder activist and avowed capitalist Robert Monks doesn’t have it in for senior corporate managers—just the system that gives them all the power and too much pay
June 20th, 2013

If you read Robert Monks’ bio—founder of Institutional Shareholder Services (ISS), author of eight books, and a chair and director many times over—your first inclination is to say that’s résumé enough for two. Yet the substance of his work—shareholder and … Continue reading

Dominic Barton: On fast bucks and real value

In The Director’s Chair with David W. Anderson: Dominic Barton, global managing director of McKinsey & Co., sounds the alarm for Western business leaders, markets and investors: lose the short-term bias or lose the race
April 15th, 2013

Dominic Barton grew up on Canada’s west coast and, a couple of decades later, made his way to the top job at global consulting giant McKinsey & Co. via postings in Seoul and then Shanghai. So it’s no surprise to … Continue reading

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Handbook

Making a speech? Be real

Speeches and presentations that gain buy in and move people can make a good CEO great. But don’t try to be Steve Jobs, says our expert—be you
By Mark Anderson
April 21st, 2014

When the late, great Steve Jobs first began unveiling his paradigm-shifting electronic wonders—iTunes, iPhone, iPad—in a series of glitzy product launches, the world was captivated as much by the laid-back style and effortless cool of the turtleneck-wearing tech visionary, as … Continue reading

Where are the great new female directors hiding?

Boards seeking to expand their ranks of women directors and boost diversity will only succeed if they also rethink how and where they’re looking
By Beverly Behan
April 21st, 2014

The title of this column echoes a question many nominating and governance committee chairs will be asking if the Ontario Securities Commission implements its new proposals on gender diversity. But many will find those answers only if they break away … 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

Or, you can just wow ’em with your TED Talk

April 21st, 2014

We’re not suggesting you can replace the expertise and impact of one-on-one training with a professional instructor when you pick up a self-help guidebook. But writer Jeremey Donovan, who is group vice-president of marketing at Gartner Inc. when he’s not … Continue reading

First a scolding, then the scrutiny

Experts warn junior mining issuers that securities regulators are stepping up enforcement and penalties for inadequate disclosure after finding high rates of noncompliance
By Ken Mark
March 4th, 2014

Many Canadian listed mining issuers used to find filing market regulator reports to be a bore and a chore. That’s all about to change. Canadian regulators are stepping up the vigilance of their monitoring and enforcement after reporting troubling levels … Continue reading

Five questions that mining boards need to ask

It’s imperative that mining company boards find ways to add significant value when hard times are forcing management to make do with less. Here’s how
By Beverly Behan
February 26th, 2014

The past year has been described as a “survival year” in the Canadian mining sector. In an environment where CEOs are scrambling to cut costs and make do with less in order to help their companies weather the storm, the … Continue reading

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Economy

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

Wanted: new brooms with new ideas

The next generation of central bankers are arriving on the scene just as their predecessors’ policies seem to have run their course. How much will they have to change to reignite economic recovery?
By Ian McGugan
September 16th, 2013

Mark Carney is gone and Ben Bernanke is going, but the Great Recession is still an unwelcome guest in many living rooms. So long as it lingers, the next generation of North American central bankers will have to ask some … Continue reading

Is this all there is?

Some economists are calling low GDP growth the “new normal.” Before dismissing them, optimists should look carefully at what the numbers say about where we’ve been and where we’re going
By Ian McGugan
June 19th, 2013

We used to know what an economic recovery looked like. First would come a recession—usually short and sharp. Then a vigorous rebound would inevitably follow. GDP growth could be counted on to rocket past 5% a year as businesses and … 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

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Insider

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

New kid on the board

Insider: Gerald Grandey
June 18th, 2013

Who Gerald Grandey, director at Canadian Oil Sands Ltd., Potash Corp. of Saskatchewan Inc. and Sandspring Resources Ltd.; former president and CEO of Cameco Corp. of Saskatoon (2003-2011) Involvement Two years ago this July, Gerald Grandey made the transition from … Continue reading

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

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