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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

Ani Hotoyan-Joly: The making, and makeup, of a director

In The Director’s Chair with David W. Anderson: Up front about her passions for learning, for service and for paying the benefits of her opportunities forward, Ani Hotoyan-Joly shines a clear light on the path she’s taken to a directorship career
August 3rd, 2017

It’s often said that the benefits of a diverse board show up in the quality of its decision-making and in the range of opinions expressed in coming to consensus on different issues. What that looks and sounds like at the … Continue reading

Warren Holmes: Share success, shoulder the blame

In The Director’s Chair with David W. Anderson: After nearly a decade as chair of Hudbay Minerals and a career in Canadian mining, Warren Holmes has learned a few things about leadership and creating a culture that puts company performance ahead of personal ego
May 17th, 2017

It takes all kinds of skill sets and personalities to make the business world go around. But when Warren Holmes talks about lessons learned and his accumulated wherewithal as an executive, a board chair and a corporate director, it’s clearly … Continue reading

Daniella Dimitrov: Fresh eyes on old problems

In The Director’s Chair with David W. Anderson: When you’ve worn as many different hats as mining director and corporate adviser Daniella Dimitrov, you always see the big picture
March 2nd, 2017

Daniella Dimitrov’s mining résumé—as a director, board chair, CEO, CFO and COO at an array of small- and mid-cap companies—would qualify as an impressive life’s work for many in the industry. Yet in Dimitrov’s case, this is actually her third … Continue reading

Charles Curran: Bright ideas, maximum leverage

In The Director’s Chair with David W. Anderson: The common thread in director and investor Charles Curran’s long list of career successes? Always finding ways to ensure money, people, boards and organizations work better
December 15th, 2016

Australia’s Charles Curran began with the essentials—an early background in law, accounting and stockbroking. Then he started making things happen. First tabbed to help lead the reform of his country’s capital markets system, he’s since chaired many company boards, including … Continue reading

Jean-René Halde: An open playbook

In The Director’s Chair with David W. Anderson: Sports teams thrive on trust among teammates. Successful boards and board-chair-CEO relationships work the same way, says veteran CEO and director Jean-René Halde
October 9th, 2016

Jean-René Halde is the first one to say he doesn’t have all the answers. But it’s clear from his varied and illustrious career as a CEO, board chair and director, and from his remarks in the following conversation with governance … Continue reading

Shann Turnbull: How good is “good” governance?

In The Director’s Chair with David W. Anderson: Don’t let the friendly appearance fool you. Shann Turnbull’s best ideas have the power to bust up a boardroom
May 30th, 2016

Most doctorates awarded to business leaders with lengthy careers are of the honourary kind. Not Australia’s Shann Turnbull’s. His 2000 PhD thesis proposed a science of governance inspired, in part, by communication in nature. A prolific thinker and reformer, with … 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

Is your barrel half empty or half full?

Everybody’s talking about the impact of plunging oil prices on petro regions and energy producers—but what about the mining sector? Our correspondent sees a range of consequences, many of them good
By Ian McGugan
February 27th, 2015

The unexpected and still largely unexplained plunge in the price of oil is enough to throw a scare into any commodity producer. When the world’s most vital and heavily traded raw material can lose half its value in six months—for … 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

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

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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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