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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

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

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

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

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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Ticker

Mining slump now an endurance test

The rough ride continues for commodities and the companies that mine them. Strong firms are still coping, but the casualty rate is on the rise
By Jim Middlemiss
February 27th, 2015

From energy to interest rates, there haven’t been a lot of bright spots in the economy in 2015. But leave it to metals and mining, a sector now almost four years removed from the dizzying heights of its last cyclical … Continue reading

Oil prices: each day brings more drama

Contained caution in Canadian energy and economic circles has given way to increasing alarm as oil prices—off about 40% from June through November—head towards New Year's in a nose dive
By Paul Brent
December 19th, 2014

The last few months have been a tough time for peak oil doomsayers, OPEC oil sheiks, petroleum executives as well as finance ministers from Edmonton to Ottawa and as far east as St. John’s. Their common and constant migraine, of … 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

Federal securities regulator in view

Draft legislation paves way for 2015 implementation, while Ottawa works to get more provinces onside
October 30th, 2014

By next fall, if the federal government continues on its present course, the proposed Cooperative Capital Markets regulatory system will be up and running—taking the country partway to meeting the Conservative government’s eight-year-old effort to create a single national securities … Continue reading

A wedge of allegiance

Pierre Karl Péladeau’s decision to retain active control of his Quebecor shares while sitting as a PQ member in the provincial legislature raises interesting questions about governance and conflict
By Mark Anderson
August 23rd, 2014

For the board of Montreal-based telecommunications and media giant Quebecor Inc. (TSX:QBR.B), the months since March must have seemed vaguely surreal. First, majority owner Pierre Karl Péladeau resigned his chairmanship of the company his father founded in order to run … 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

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Views

Capital alternatives for mining

The industry slump that was remains the slump that is. Traditional funders are sidelined and the public markets stone cold. Yet if mining companies are willing to expand their options, there’s still some alternative financing out there
By Robert Olsen
February 28th, 2015

Over the past couple of years, many have talked about the green shoots of recovery and hopes of better times around the corner for the mining industry. Unfortunately, the deep freeze continues, and that means continuing discontent for those looking … Continue reading

Make long-term value your guide

When executive operational performance and market returns are out of sync, what’s a compensation committee to do? Check and recheck the pay-for-performance rationale and share it with shareholders
By Ken Hugessen
February 27th, 2015

As with all commodity players, mining companies are largely price takers, subject to price swings reflecting global macroeconomics, geopolitical forces and changes in underlying supply and demand over which management have no control. Moreover, absolute share-price performance among the miners … Continue reading

Exactly what gets results?

Corporate social responsibility has become a key part of the way larger companies—and miners of all sizes—do business. But measuring CSR’s impact is just starting to catch up
By Sandra Odendahl
February 27th, 2015

Surf any corporate website and you will see plenty of information about employees volunteering on company time, dollars given to charity and business activities to reduce energy or paper use. What you don’t see as often is an indication of … Continue reading

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

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Features

Mining’s last, best good news story

Profits in the mining sector? Earnings growth? They exist. Yes, Silver Wheaton has some important tests ahead—but every day is still a good day for the king of the stream
By Robert Thompson
February 27th, 2015

“Please stay tuned, we should have a very good fourth quarter.” Randy Smallwood signs off Silver Wheaton Corp.’s (TSX:SLW) most recent quarterly conference call with investment analysts from the major banks and brokerages, in mid-November, sounding eager and bullish. As … Continue reading

Ripples on the land

In a first-ever judgment last June, the Supreme Court of Canada awarded the Tsilhqot’in First Nation aboriginal title to 1,700 square kilometres of territory in the B.C. interior. What does it mean for mining and resource development in Canada?
By Kerry Banks
February 27th, 2015

The long-awaited decision came down on June 26, 2014. By a unanimous 8-0 decision, the Supreme Court of Canada granted declaration of aboriginal title to more than 1,700 square kilometres of land in British Columbia’s interior to the Tsilhqot’in (chil-ko-teen) … Continue reading

Deets from above

Exploration companies have been dropping claiming stakes from helicopters for 30 years. But it’s never been ruled ok in Ontario, until now
By Brian Banks
February 27th, 2015

Hearing lawyer Richard Butler describe it, one imagines only two things were missing in the airborne claim-staking blitz that KWG Resources Inc. (TSX-V:KWG) unleashed on unsuspecting rival Noront Resources Ltd. (TSX-V:NOT) on a potentially important Ring of Fire property the … 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

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The Director's Chair

Rob McEwen: A sense of purpose

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

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

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

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Handbook

The big reveal

Ottawa’s new Transparency Measures Act doesn’t just open the window on payments by miners and other resources companies to domestic and foreign governments, it puts them under lights
By Brenda Bouw
February 27th, 2015

Mining companies and other resource developers in Canada have an added priority for 2015: preparing for a new federal law expected to take effect later this year that requires them to open their books on payments made to governments around … Continue reading

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

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

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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

Nickeled and primed

Insider: David Pathe
February 26th, 2015

Who David Pathe, president and CEO, Sherritt International Corp. (TSX:S), a major Canadian producer of nickel and oil with operations in Western Canada, Madagascar and, most notably, Cuba, where it has mining, energy and power interests. Involvement Pathe has been … Continue reading

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

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