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, …
Member Selection, Competencies and Commitment
The demise of the “blue chip” director
These are disguised but true stories. A director who has never operated a plant or worked in the company’s industry chairs the board’s health and safety committee. Internal controls are missed and poison in the company’s products kills several customers. …
The Battle for CP ~ Welcome to the Great (and Cozy) White North, Mr. Ackman
By now, you may have heard that Canadian Pacific CEO Fred Green, Chairman John Cleghorn, and four other CP directors have resigned or will not stand for re-election, to make way for Pershing Square’s Bill Ackman and a new slate …
Why Corporate Boards Lack Courage
Last night on the national news, embattled imaging-seller Kodak was compared to Research in Motion by a commentator comparing both companies’ inability to exploit advantages that they originally created. Regarding Kodak, one younger woman who was interviewed remarked, “What is …
Getting on Boards ~ Practical Pointers That Work
Do you think the average board can afford to pay a search firm $80,000 to recruit a director? Of course not. One major shift in 2011 was the impact of technology and diversification of boards on creating recruitment opportunities for …
How to do a Proper External Governance Review
Several memories stand out in my mind. One was the dominant CEO who kept interrupting me to tell me how effective he and “his” board were, despite the results of my assessment (the board was in trouble with regulators and …
The Boardroom of the Future: Changes that will reshape corporate governance
A global “mega-cap” company recently asked me to submit a briefing on how a boardroom of the future will look. This is an abridged summary of my report. Democratization of governance Your shareholders will nominate and elect your directors by …
What Does it Take to Be a Corporate Director? The minimal requirements will surprise you
What are the requirements to be a director of a major public corporation, where you are required to oversee and approve complex financial statements, compensation packages, business risk appetite, internal controls and regulatory compliance? It will surprise you to know …
15 Questions to Consider / Ask Before You Join a Board
As shareholders begin to develop strategies to nominate directors (see e.g., a new CalPERS database) and as regulators begin to diversify corporate boards (see my previous column), directors are increasingly being asked to serve on boards for the first time. …