1. Active owners focused on performance. Expect pressure by activists and institutions for boards to control under-performing management to continue unabated. Boards incapable or unwilling to rein in inefficiencies, improper capital allocation, asset mismanagement, or operational improvements will be targets. …
Board and Committee Leadership
Discussion notes for Corporate Secretary Think Tank Canada Panel, 2 October 2013: Panel: Shareholder Activism, 9:30-10:45am
There have been a number of activist situations in Canada recently, including CP, Agrium, Telus, BlackBerry, Tim Hortons and others. Is your board a siting duck or otherwise vulnerable? Here is what the red flags are for defective governance, below. …
When does it become unethical for a director to continue to serve?
I spoke to corporate and not-for-profit directors in Dallas, Texas, today, about board dynamics and board renewal. The subject of the length of board service and director retirement arose. I said there was a recent study that the optimal service …
What are some best governance practices of award-winning companies?
I recently served on a governance awards judging panel assembled by the Canadian Society of Corporate Secretaries (CSCS). Winners of the awards were announced at this organization’s annual conference in Halifax last month. I participated in a plenary discussion …
Corporate Directors: “You Hold Much of Our Future is in Your Hands”
In an inspirational video for the National Association of Corporate Directors’ annual conference, one speaker remarks, “Directors: You hold much of our future in your hands.” Another said “More government is not the answer: We are.” The above are not …
Proposals to Strengthen a Board’s Role in Value Creation, Management Accountability to the Board, and Board Accountability to Shareholders
There have been a handful of activist threats to Canadian companies recently. What these engagements have drawn focus on are defects in public company governance, including the skill sets of existing directors, the board’s focus on value creation vs compliance, …
J.P. Morgan post-game analysis
I was interviewed by BNN where I said that what proponents for the split of CEO and Chair at JP Morgan had going against them this week was that the stock was up 50% and that the split would occur …
American Banks Should Split the Chair and CEO Roles
Jamie Dimon and Lloyd Blankfein (Chairs and CEOs of J.P. Morgan and Goldman Sachs, respectively) should be relieved of their Board Chair responsibilities. Here is why. Consider how two hypothetical – but typical – board meetings play out: the first …
Does Your Board Chair and Governance and Nominating Committee Need A Reset?
I am currently interviewing shareholder activists, hedge funds and private equity leaders on changes to public company boards to make them more focused on value creation and company performance. I am also interviewing leading directors and CEOs. My research reveals …
Potential Regulation of Proxy Advisory Firms: CSA Consultation Paper 25-401
Here is my letter to the Canadian Securities Administrators on the potential regulation of Proxy Advisors: Should Proxy Advisory Firms Be Regulated? Yes. I am drawing on my own research as well as materials I consulted recently in designing and …