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The Boardroom Beverly Behan


Top Stories

Buying trouble: data, corruption risks in M&A

Most boards are learning, in general, to pay plenty of mind to cybersecurity and corruption risks. But special care is needed when it comes to M&A targets and processes
By Ken Mark
December 15th, 2015

Uneasy lie the heads of those who sit on corporate boards. And their anxiety is rising with every CEO who decides their company can boost profits faster through mergers and acquisition than through organic growth. Ensuring effective due diligence on … Continue reading

How our new PM can help grow the economy

Generations of rhetoric notwithstanding, Canadian prime ministers don’t have that many tools at their disposal to boost economic growth. So here are three ideas to get Justin Trudeau started
By Ian McGugan
December 15th, 2015

You should feel sorry for federal politicians—at least during elections and just afterward. It’s then that these would-be leaders are forced to stand up and pretend they possess the magic formula to generate prosperity. Of course, their hopeful rhetoric often … Continue reading

Deal of the Year: Toronto two-step

Raising $2.8 billion for an unspecified transaction got Steve Hudson the inside track on GE’s market-leading North American fleet operations. A smart European side deal and an $8.5-billion credit facility via his hometown bankers did the rest
By Robert Thompson
December 14th, 2015

It’s about the relationships. Like a good marriage or a long-standing friendship, Steve Hudson says his business was developed over dinners and over coffee. It is about keeping his financiers attuned to how his plans are developing, and how he’s … Continue reading

Our Deal of the Year short list

Only one company can claim Deal of the Year. But in 2015 you could also make a case for any of these three additional short-list contenders. Here’s why they were considered and then didn’t make the cut
December 14th, 2015

First runner-up: Brookfield Asset Management If you’re judging a body of work, Brookfield’s hard to beat. Led by CEO Bruce Flatt, no other company, or group of companies, did more big deals in 2015. Five transactions larger than $1 billion … Continue reading

Proxy season: Pressure on all sides

Navigating the demands and potential landmines set out by activists, shareholders and regulators makes proxy season a challenge. In 2016, along with activism and proxy battles, two other issues—say-on-pay, and board composition and diversity—will tell much of the story
By John Greenwood
December 14th, 2015

When Denison Mines Corp. (TSX:DML) announced plans to acquire Fission Uranium Corp. (TSX:FCU) back in July, all seemed set to go. The boards of both companies approved the transaction, the regulators seemed happy and there was just the matter of … Continue reading

Masters of M&A

Three architects of some of Canada’s highest-value and largest-volume deals in 2015 got together to compare notes on tactics, targets and market trends
By Listed staff
December 14th, 2015

It was a rare and revealing opportunity: two Canadian CEOs who are dominant global M&A players and a third who also features prominently on this year’s top 10 Canadian-led M&A deals list, speaking candidly about market trends and their own … Continue reading

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Ticker

Damn the torpedoes, Suncor speeds ahead

However its contentious hostile takeover bid for Canadian Oil Sands ultimately turns out, Suncor’s decision to gear up spending and M&A expansion—buying into the market crash—has the potential to be a rued, or revered, industry gambit
By Paul Brent
December 14th, 2015

Alberta’s oil patch is viewed as a small, close-knit community, where disagreements are handled in gentlemanly fashion in the quiet confines of the Calgary Petroleum Club. That’s a major reason why Suncor Energy Inc.’s (TSX:SU) $4.3-billion hostile bid for Syncrude … Continue reading

Masters of M&A

Three architects of some of Canada’s highest-value and largest-volume deals in 2015 got together to compare notes on tactics, targets and market trends
By Listed staff
December 14th, 2015

It was a rare and revealing opportunity: two Canadian CEOs who are dominant global M&A players and a third who also features prominently on this year’s top 10 Canadian-led M&A deals list, speaking candidly about market trends and their own … Continue reading

Khan Resources: from miner to collection agent

By Listed staff
October 10th, 2015

“Our position is we want full payment and it’s due right now.” When we last reported on Grant Edey, CEO of Khan Resources Inc. (CSE:KRI), his struggling micro-junior mining company had recently won a massive US$105-million international arbitration award against … Continue reading

New sharks in the shark tank

They’re called special purpose acquisition corporations—capital pools on steroids—and they’d never existed on the TSX before 2015. The first four to IPO raised $1 billion and feature a who’s who in Canadian capital. Are there more where they came from?
By John Greenwood
October 10th, 2015

Simon Romano is a busy man. The veteran securities lawyer has helped deliver a brand-new set of arrivals on the Toronto Stock Exchange this year—all four of the special purpose acquisition corporations, or SPACs, that went public between April and … Continue reading

After the IPO

Congratulations, you’ve gone public. It only gets harder from here
By Listed staff
October 10th, 2015

It’s been a good year for initial public offerings on the Canadian markets. But now that means there are a lot of management teams and newly minted boards learning on the fly what it’s like to run a public company. … Continue reading

Whose company is it, anyway?

In the U.S., it’s been a big year for proxy access—a process allowing shareholders to nominate directors on equal terms with the board and CEO. Now the Canadian Coalition for Good Governance and its members want to make it the norm here
By Robert Thompson
July 24th, 2015

Stephen Erlichman says he doesn’t understand the controversy, but he fully recognizes it is there nonetheless. In May, the Canadian Coalition for Good Governance, a lobby group that Erlichman leads as executive director, published a report [pdf] insisting shareholders should … Continue reading

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Views

Integrity? The buck stops at the board

Companies are quick to blame “rogue employees” when they experience an ethical failure within. But employees merely reflect a company’s true and actual culture, internal controls and practices—all of which point right back to the board
By Richard Leblanc
July 28th, 2015

There is not an excuse I have not heard for ethical failure. But when I investigate a company after allegations of fraud, corruption or workplace wrongdoing, I almost always find a complacent, captured or entrenched board that did not take … Continue reading

Same goals, opposing timelines

Mitigation and response strategies are inseparable partners in enterprise risk management. But their design and execution are in no way alike
By John Caldwell
July 28th, 2015

Enterprises face no shortages of risks everyday, be they external or self-inflicted. An effective enterprise risk management system has both mitigation and response strategies designed to lesson the impact of any material adverse exposure. This column provides a closer look … Continue reading

This should only hurt a bit

There’s no longer any argument about carbon pricing: it’s here. The challenge for companies now is to be active stakeholders in the transition process while adapting their own operations to keep pace
By Sandra Odendahl
July 28th, 2015

For too long, the earth’s atmosphere has been used a free waste disposal site by, well, everybody. The types of waste and their impacts are myriad, but as we all know there is deep concern about the emission of greenhouse … Continue reading

Why there are virtually no virtual AGMs

Some U.S. companies now have online-only annual meetings, and our regulatory framework allows for it, but shareholder opposition is vocal
By Chaya Cooperberg
July 28th, 2015

When Hewlett-Packard held its first virtual-only annual meeting in March, it did so to give more shareholders the opportunity to participate. What it got in return was vocal shareholder opposition. Accessed online via video webcast, the meeting was technically well … Continue reading

Total return not the total view

Total Shareholder Return has a nice ring to it. And much to recommend it as a tool to guide CEO pay decisions. But boards that use it exclusively aren’t getting a complete picture
By Ken Hugessen
May 16th, 2015

In recent years, Total Shareholder Return (TSR) has become the most frequently used metric in long-term incentive plans for assessing company relative performance and guiding the outcome of pay decisions. It is also used by proxy advisory firms to evaluate … Continue reading

Tech risk: oversight and tactics

Cybersecurity has emerged as a leading corporate threat. If it isn’t front and centre in the minds of directors, here’s how to put it there
By Richard Leblanc
May 16th, 2015

In the area of technology, are boards fulfilling their duty of care in overseeing management and protecting shareholders’ investment? Indicators are that many boards and directors may not be. Plaintiffs’ lawyers are suing companies and their boards over technology failure. … Continue reading

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Features

M&A 2015: Canada shops the world

It’s been a banner year in Canadian M&A, especially for Canadian companies and pension funds buying abroad. That, plus a hot IPO market and strong private equity showing, have made up for some lacklustre action at home
By Jim Middlemiss
December 14th, 2015

The 2015 Canadian mergers and acquisitions market will be remembered as a year when domestic organizations went on an international buying spree, despite a dollar that was less than robust. Everyone from retailers to banks and real estate firms to … Continue reading

Deal of the Year: Toronto two-step

Raising $2.8 billion for an unspecified transaction got Steve Hudson the inside track on GE’s market-leading North American fleet operations. A smart European side deal and an $8.5-billion credit facility via his hometown bankers did the rest
By Robert Thompson
December 14th, 2015

It’s about the relationships. Like a good marriage or a long-standing friendship, Steve Hudson says his business was developed over dinners and over coffee. It is about keeping his financiers attuned to how his plans are developing, and how he’s … Continue reading

Our Deal of the Year short list

Only one company can claim Deal of the Year. But in 2015 you could also make a case for any of these three additional short-list contenders. Here’s why they were considered and then didn’t make the cut
December 14th, 2015

First runner-up: Brookfield Asset Management If you’re judging a body of work, Brookfield’s hard to beat. Led by CEO Bruce Flatt, no other company, or group of companies, did more big deals in 2015. Five transactions larger than $1 billion … Continue reading

Proxy season: Pressure on all sides

Navigating the demands and potential landmines set out by activists, shareholders and regulators makes proxy season a challenge. In 2016, along with activism and proxy battles, two other issues—say-on-pay, and board composition and diversity—will tell much of the story
By John Greenwood
December 14th, 2015

When Denison Mines Corp. (TSX:DML) announced plans to acquire Fission Uranium Corp. (TSX:FCU) back in July, all seemed set to go. The boards of both companies approved the transaction, the regulators seemed happy and there was just the matter of … Continue reading

Oversight means line of sight

Most companies get that risk management and oversight these days are top priorities. But do all of them really get it when it comes to building that risk function and ensuring it has clear line-of-sight reporting to the board?
By Paul Brent
October 11th, 2015

While executive pay probably still commands the most public attention among hot-button governance issues, for the majority of directors and executives, risk is now its equal among top priorities. What’s more, identifying, tracking and mitigating risk will likely be the … Continue reading

Bullets over Bay Street

Canada’s stock exchange market is undergoing a transformation. For incumbent TMX Group, the challenge is to reinvent itself under new leadership while fending off domestic challenger Aequitas Innovations and other incursions from abroad. To issuers, meanwhile, go the spoils
By Jim Middlemiss
October 10th, 2015

Disrupter. Provocateur. Innovator. Call him what you will, Jos Schmitt is in a familiar position and it’s clear from his tone that he relishes the role. It’s been several months since Schmitt, as president and CEO of Aequitas Innovations Inc., … Continue reading

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The Director's Chair

Helen Kearns: Purpose, process…results

In The Director’s Chair with David W. Anderson: An accomplished wealth manager, financial markets executive and veteran director, Helen Kearns has relied on a disciplined, strategic, long-term approach to create lasting value in every role
December 14th, 2015

With an exemplary career in wealth management and capital market finance, Helen Kearns, president and CEO of Bell Kearns & Associates Ltd., not only knows as much as anyone about making and managing money, but also how to anticipate and repel setbacks … Continue reading

Mike Wilson: Out of the fray, still in the fire

In The Director’s Chair with David W. Anderson: He had a long executive career, culminating in a decade as president and CEO of Agrium. Now Mike Wilson is bringing it as a non-executive director on four boards
October 10th, 2015

If you need any testimony to Mike Wilson’s knowledge, experience, boardroom savvy and the high esteem in which he’s held by his peers, consider that within a year of retiring as president and CEO of Agrium Inc. at the end … Continue reading

Bill Achtmeyer: Artisan of the deal

In The Director’s Chair with David W. Anderson: A conversation with Boston-based Bill Achtmeyer serves up an advanced class in M&A strategy and execution
July 26th, 2015

After decades of M&A advisory experience, first with Bain & Co., then as founder, chair and managing partner of the Parthenon Group, plus a distinguished director career, Bill Achtmeyer has an acute, board’s-eye view of M&A. Here, in conversation with … Continue reading

Paul Myners: The issue is ownership

In The Director’s Chair with David W. Anderson: As one of the UK’s most influential leaders on corporate governance, Paul Myners has a challenge for his peers: why haven’t their many reforms penetrated practice?
May 13th, 2015

Paul Myners has résumé enough for three or four successful careers. One-time publisher of The Guardian newspaper, former City Minister in the government’s finance ministry, current fund company chair and partner as well as chair of the Court and Council … Continue reading

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

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Handbook

Buying trouble: data, corruption risks in M&A

Most boards are learning, in general, to pay plenty of mind to cybersecurity and corruption risks. But special care is needed when it comes to M&A targets and processes
By Ken Mark
December 15th, 2015

Uneasy lie the heads of those who sit on corporate boards. And their anxiety is rising with every CEO who decides their company can boost profits faster through mergers and acquisition than through organic growth. Ensuring effective due diligence on … Continue reading

How our new PM can help grow the economy

Generations of rhetoric notwithstanding, Canadian prime ministers don’t have that many tools at their disposal to boost economic growth. So here are three ideas to get Justin Trudeau started
By Ian McGugan
December 15th, 2015

You should feel sorry for federal politicians—at least during elections and just afterward. It’s then that these would-be leaders are forced to stand up and pretend they possess the magic formula to generate prosperity. Of course, their hopeful rhetoric often … Continue reading

Three mistakes in CEO succession planning

Your board can spend a lot of time on CEO succession and still get it wrong. Here’s a look at three big pitfalls and how to avoid them
By Beverly Behan
December 15th, 2015

CEO succession is an area where most boards feel they could raise their game. PwC’s 2015 study of nearly 800 U.S. public company directors, released in October, revealed that less than half feel their board spends sufficient time on CEO … Continue reading

Options anxiety allayed…for now

New rule on tax deductibility won’t be retroactive
By Listed staff
December 15th, 2015

The sighs of relief were heard all over. In late November, a month after the federal election, Liberal Minister of Finance Bill Morneau put to rest a near panic in public company circles when he announced that changes in the … Continue reading

Crowdfunding: coming to a portal near you

Five provinces to launch new funding platforms in 2016
By Listed staff
December 14th, 2015

Let the micro-investments begin! Starting in late January, reporting and non-reporting Canadian issuers in five provinces can begin raising equity investment via crowdfunding. The new rules permitting the practice, published in November under Multilateral Instrument 45-108 Crowdfunding, apply in Manitoba, … Continue reading

Sharpening your director on-boarding program

Boards understand the value in recruiting great new directors, but it also takes an effective on-boarding program to make the most of their talents and to do it in the shortest possible time
By Beverly Behan
October 11th, 2015

Nearly every company has an orientation program for its new board members—and most follow the same general format: The new director meets one-on-one with a series of corporate executives over a day or two and tries to ingest as much … Continue reading

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Economy

How our new PM can help grow the economy

Generations of rhetoric notwithstanding, Canadian prime ministers don’t have that many tools at their disposal to boost economic growth. So here are three ideas to get Justin Trudeau started
By Ian McGugan
December 15th, 2015

You should feel sorry for federal politicians—at least during elections and just afterward. It’s then that these would-be leaders are forced to stand up and pretend they possess the magic formula to generate prosperity. Of course, their hopeful rhetoric often … Continue reading

Global economy down, but far from out

Regional gridlock and wobbles in China prompt legitimate fears. But when the two biggest inputs for business—money and energy—are as cheap as they are today, growth should prevail
By Ian McGugan
October 10th, 2015

Let’s acknowledge the obvious. With Canada at least technically in a recession, China slowing and Europe trapped in political gridlock, business leaders in this country have good reason to be worried about the outlook for the world economy over the … Continue reading

Chasing prosperity? Or votes?

Why is a balanced federal budget like a picnic? Because neither is responsible for what their promoters promise—be it economic well-being or a sunny, summer day
By Ian McGugan
July 24th, 2015

Balanced budgets are what pass for sexy among a certain swath of the electorate—most notably the part that votes Conservative. Hence it’s no big surprise that the federal Tories pulled out all stops this spring to announce their first balanced … Continue reading

Low rate rendezvous

Outside the U.S., interest rates are trending down, not up. For the Bank of Canada, the goal is a lower dollar that boosts exports. But if you’re counting on that for your business, here are a few thoughts to keep in mind
By Ian McGugan
May 15th, 2015

Beware falling interest rates. They’re evidence of how desperately most countries want to goose their underperforming economies and mark down their currencies. Since the oil price crash last year, roughly two dozen central banks around the world have eased back … 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

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

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Insider

Growing public

Insider: Anton Rabie
December 14th, 2015

Who Anton Rabie, co-CEO Spin Master Corp. (TSX:TOY), a Toronto-based children’s toys, games and entertainment company. Spin Master’s best-known brands include Bakugan and Air Hogs; its latest TV series, Paw Patrol, is broadcast in over 160 countries. Rabie co-founded Spin … Continue reading

ROI meets ESG

Insider: Michael Jantzi
October 10th, 2015

Who Michael Jantzi, CEO of Sustainalytics, a leading Amsterdam-headquartered, global ESG and corporate governance research, ratings and analysis firm. Jantzi founded Jantzi Research in Toronto in 1992 and merged it with Sustainalytics in 2009. Involvement In August, Sustainalytics announced a … Continue reading

Leading in

Insider: Linda Hasenfratz
July 24th, 2015

Who Linda Hasenfratz, chief executive officer and a director of Linamar Corp. (TSX:LNR) of Guelph, Ont., a position she has held since 2002. Linamar, ranked 31st among the top 100 automotive parts suppliers in North America, also has operations in … Continue reading

Who is seeing i2i?

Insider: Stephen Davis
May 12th, 2015

Who Stephen Davis, associate director of the Harvard Law School Programs on Corporate Governance and Institutional Investors and a senior fellow at the Program on Corporate Governance. Davis is also a nonresident senior fellow in governance at the Brookings Institution … Continue reading

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

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