The Corporate Governance Game Changer That Needs to Come To Canada

Published September 29, 2014 by rleblanc

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: (i) cannot select directors; (ii) …

A rebuttal to Terence Corcoran’s “OSFI and the bureaucratization of corporate governance”

Published January 25, 2014 by rleblanc

Terence Corcoran launched a scathing attack against recent regulatory announcements by the Office of Superintendent of Financial Institutions (OSFI) and the Ontario Securities Commission (OSC) on assessing and interviewing directors, and strengthening gender diversity, respectively. OSFI announced, in a draft …

Richard Leblanc: Ten reasons that pay governance is broken

Published January 23, 2014 by rleblanc

Executive pay is always in the news. Just last week an executive of Yahoo walked away with what was said to be a 100M parachute. I was interviewed by CBC radio on upcoming sunshine laws that are going to be …

Richard Leblanc: Ten Corporate Governance Trends for 2014

Published January 13, 2014 by rleblanc

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. …

Gender diversity on boards: My discussion notes

Published October 20, 2013 by rleblanc

I have been asked to serve on a panel in Toronto next week, 20 October, and in NYC on November 12, 2013, to discuss gender diversity on boards. Here are my discussion notes for both panels if readers are interested: …

Social media trends and listening for boards

Published October 13, 2013 by rleblanc

I was asked to give brief talks on social media trends and the board’s role in “listening” at an NACD conference. Here are my notes, as well as a reading list, if group members are interested: https://dl.dropboxusercontent.com/u/79214614/NACD%20Richard%20LeblancNACDDiscussNotes14Oct13.docx https://dl.dropboxusercontent.com/u/79214614/NACD%20SM%20lab%20possible%20readingsv2.docx

My submission on gender diversity to the Ontario Securities Commission

Published October 4, 2013 by rleblanc

There was a consultation paper put out by the Ontario Securities Commission, Canada’s largest securities regulator. See the paper here, which calls for responses on page 20, and deadline was extended to Oct 4, 2013. Here is my letter in …

Discussion notes for Corporate Secretary Think Tank Canada Panel, 2 October 2013: Panel: Shareholder Activism, 9:30-10:45am

Published October 1, 2013 by rleblanc

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. …

Additional notes for Corporate Secretary Think Tank Canada Panel, 2 October 2013, on Gender Diversity on Boards

Published October 1, 2013 by rleblanc

Additional notes for Corporate Secretary Think Tank Canada Panel, 2 October 2013 Panel: Gender Diversity on Boards, 1:45-3:00pm Methodology The following reflects, in no particular order, (i) my work in advising regulators (e.g., OSFI, OSC, AGCO, FiCom, others) in respect …

The new US CEO to worker pay ratio and vested interests

Published September 21, 2013 by rleblanc

The US Securities and Exchange Commission announced this week that public companies will be required to disclose the ratio of the annual total compensation paid to their CEO against compensation of that of the median worker, in the form of …

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