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The Boardroom Beverly Behan


Top Stories

Decisions! Decisions!

Issuers face many challenges, but key rulings by Canada’s highest courts often have the biggest impact on public company affairs. Here, in a Listed exclusive, we present the six most important court decisions for 2014-15
By Jim Middlemiss
July 29th, 2015

The environment in which publicly traded companies operate is shaped by everything from the competitive landscape to rules and regulations set by governments. However, often it is court rulings that have the final say on the impact of corporate actions … Continue reading

Effective board and director evaluations

Board and director evaluations used to be mostly about compliance. Today they’re about making good boards better while improving the credibility of board and director performance management. Here, an expanded recap of emerging trends and tactics
By Beverly Behan
July 27th, 2015

Now that directors have had more than a decade of experience with board evaluations, their objectives for the exercise have begun to shift. Rather than seeking a rote compliance objective, increasingly board chairs and nominating/governance committee chairs want to use … Continue reading

The stock heard ’round the world

Shopify’s blockbuster spring IPO struck a resounding chord for the quiet revival in Canadian tech
By John Greenwood
July 25th, 2015

An initial public offering is a kind of coming-out party, the moment when the rest of the world decides if it likes your business. As a chief executive you pray that the market sees the same things in your company … 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 … 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

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

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Ticker

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

Pushing the envelope

Another annual meeting, another say-on-pay setback for the board of Barrick Gold. But this time, unlike 2013, it’s not the only big target for dissatisfied institutional funds
By Paul Brent
May 14th, 2015

For long-time shareholders of Barrick Gold Corp. (TSX:ABX), this spring’s annual meeting likely had a bizarre feeling of déjà vu to it. The question now is, how will the aftermath compare? Yes, company founder and chairman Peter Munk is one … Continue reading

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

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Views

Not yet in Canada? Pity

Proxy access is a corporate governance game changer that needs to take hold in this country. Its adoption would directly lead to better boards and better-performing companies
By Richard Leblanc
October 30th, 2014

I teach my students and counsel board clients that shareholders elect directors; directors appoint managers; directors are accountable to shareholders; and managers are accountable to directors. This is largely theoretical. Here is the reality: shareholders cannot select directors, cannot communicate … Continue reading

What did we learn again?

The lessons of 2008 and the consequences of loose credit and too much debt have barely been written. Yet judging by the latest leverage ratios and reemerging risky lending instruments, they’re already being forgotten
By Robert Olsen
October 30th, 2014

When I was in business school 25 years ago, most of the cases we studied were written in the early ’80s and many of them featured companies that suffered financial duress from high interest rates and over-leveraging. It occurred to … Continue reading

Own the pay-for-performance narrative

A board’s best defence in the say-on-pay era? Conduct an independent pay-for-performance assessment, then communicate it to your shareholders
By Ken Hugessen
October 30th, 2014

Shareholders are interested in ensuring compensation is aligned with performance, and they use say-on-pay votes and director elections to express concerns where this is not seen to be the case. Unfortunately, many issuers fail to provide compelling evidence of a … Continue reading

Competition: the greatest external risk

Obtaining a deep, objective understanding of competitors’ strengths and weaknesses—analyzing everything from their current strategies to ability to execute—is fundamental to assessing risk and driving your own performance
By John Caldwell
October 30th, 2014

Excluding self-inflicted exposures, competition is usually an enterprise’s greatest threat. Yet, ironically, management and board rigour around competitive analysis is often perfunctory at best. Quarterly board packages frequently contain cursory information on competitor activities. Even most strategic plans fall woefully … Continue reading

Business with purpose

Pending the results of an Industry Canada review, benefit corporations—for-profit businesses using the power of business to solve social and environmental problems—could soon be legally entrenched
By Sandra Odendahl
October 30th, 2014

Last December, when the federal government launched a review of the Canada Business Corporations Act (CBCA), topics like shareholder rights and executive compensation grabbed much of the spotlight. But among potential changes that might have the biggest lasting impact, consider … Continue reading

Spare the paper, boost the engagement

Notice and access is making slow progress in Canada since it was approved in 2013. But wherever it’s applied, shareholders show they are ready for new channels for proxy communication
By Chaya Cooperberg
October 30th, 2014

In a recent conversation with four other investor relations officers, each representing a sizeable Canadian public company, the topic of notice and access came up. Of the five of us, only two were early adopters of the process introduced in … Continue reading

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Features

Decisions! Decisions!

Issuers face many challenges, but key rulings by Canada’s highest courts often have the biggest impact on public company affairs. Here, in a Listed exclusive, we present the six most important court decisions for 2014-15
By Jim Middlemiss
July 29th, 2015

The environment in which publicly traded companies operate is shaped by everything from the competitive landscape to rules and regulations set by governments. However, often it is court rulings that have the final say on the impact of corporate actions … Continue reading

The stock heard ’round the world

Shopify’s blockbuster spring IPO struck a resounding chord for the quiet revival in Canadian tech
By John Greenwood
July 25th, 2015

An initial public offering is a kind of coming-out party, the moment when the rest of the world decides if it likes your business. As a chief executive you pray that the market sees the same things in your company … Continue reading

Payback

What happens when a Canadian micro-junior with a two-person staff wins a US$100-million international arbitration award against the government of Mongolia for the unlawful seizure of its mine? It sets out to collect it, of course
By John Greenwood
May 13th, 2015

Grant Edey was getting set to trek into town from his home on the outskirts of Toronto when the e-mail landed in his inbox. It was day one of the annual Prospectors and Developers Association’s PDAC conference, the premier North … Continue reading

No director left behind

Most boards recognize that director education and development is essential and ongoing. But many still struggle with the complicated challenge of packaging and delivering useful, relevant, timely training for rookies and veterans alike
By Jim Middlemiss
May 13th, 2015

Ask Gwyn Morgan what he thinks about continuing education programs for company directors and the corporate titan has mixed feelings. On one hand, Morgan, the former CEO and president of Encana Corp. (TSX:ECA), says continuing education programs are good at … Continue reading

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

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The Director's Chair

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

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

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Handbook

Effective board and director evaluations

Board and director evaluations used to be mostly about compliance. Today they’re about making good boards better while improving the credibility of board and director performance management. Here, an expanded recap of emerging trends and tactics
By Beverly Behan
July 27th, 2015

Now that directors have had more than a decade of experience with board evaluations, their objectives for the exercise have begun to shift. Rather than seeking a rote compliance objective, increasingly board chairs and nominating/governance committee chairs want to use … Continue reading

In search of awareness

Clear thinking, better decision making, improved leadership skills, greater self-awareness—if mindfulness training helps you get there, what director or senior executive doesn’t want more of that?
By Paul Brent
July 26th, 2015

It got its start at Google, it involves meditation and it is really, really trendy. If those clues don’t immediately conjure up images of cross-legged coworkers grounding themselves in meditation and mindfulness training, don’t feel too out of touch. The … Continue reading

Whistleblower rewards, compliance risk

The Ontario Securities Commission plans to start paying whistleblowers for tips about securities violations. Even companies with strong internal systems need to recognize the change
By Ken Mark
May 13th, 2015

The deadline for comments has passed. After the Ontario Securities Commission reviews the responses to its recent Staff Consultation Paper 15-401, Proposed Framework for an OSC Whistleblower Program, the next step is that program’s formal unveiling—and with it, challenges for … Continue reading

The No. 1 boardroom issue for 2015

Activists realized board composition was a key factor in company performance some time ago. Now it’s also moving to the forefront of voting concerns for ordinary shareholders. Translation: either your board addresses it or others will
By Beverly Behan
May 13th, 2015

Shareholder activists have long found success in running slates of candidates whose expertise and backgrounds appeared stronger and more relevant than those of the incumbent board members; CP Rail is a classic example. But now, board composition is becoming a … Continue reading

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

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Economy

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 … 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

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

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Insider

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

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

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