There needs to be greater scrutiny of director independence – what it means and who decides

Published October 21, 2011 by rleblanc

This will get legal and technical very quickly in the first few paragraphs, but please bear with me. Director independence is an important area and worth blogging about. Currently, if a director has no direct or indirect “material” relationship with …

Board Leadership ~ No One Sized Fits All Approach

Published October 14, 2011 by rleblanc

There is a lot of prescriptive dogma about board leadership, from academics, rating agencies and shareholder groups, espousing a board chair separate from the CEO, even though the academic evidence is that having a separate, independent board chair does not …

What Does it Take to Be a Corporate Director? The minimal requirements will surprise you

Published October 7, 2011 by rleblanc

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

Published September 30, 2011 by rleblanc

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. …

Good Teaching: The Top 10 Requirements

Published September 25, 2011 by rleblanc

The following originates from a previous article I wrote that was recently republished: One. Good teaching is as much about passion as it is about reason. It’s about motivating students not only to learn, but teaching them how to learn, …

UBS’s $2B fraud: Teachable moments for risk management, corporate governance & banking regulation

Published September 20, 2011 by rleblanc

After the 2008 financial crisis, I wrote to Professor John Hull, a derivatives expert at University of Toronto’s Rotman School, and asked whether the boards of investment banks should have directors with derivatives expertise on them. His response was “There …

Rethinking what it means to be an “independent” director

Published September 13, 2011 by rleblanc

I remember an institutional shareholder speaking at a corporate governance conference and proclaiming that what boards of directors need most is “unconflicted directors giving unconflicted advice.” “Unconflicted” directors – otherwise known as “independent” directors without ties to the company or …

Alleged Fraud at York University

Published September 2, 2011 by rleblanc

A few questions: 1. When Navigant was retained in 2009, was this firm retained by, and accountable to, a Special Committee of only independent Governors of York U, or by Management? Best practice, generally, would be that an independent committee …

Fraud and Corruption Allegations at Sino-Forest Corp – Lessons for Chinese and Indian Companies in Meeting Western Corporate Governance Practices

Published August 29, 2011 by rleblanc

China and India collectively represent a market of 2.5 billion people with GDP growth rates hovering around 9%. Clearly they are lucrative markets for Anglo-American companies. These countries are, however, two of the most corrupt nations in the world, ranking …

Canada’s Absence from the Global Movement Towards Diverse Boards of Directors

Published August 21, 2011 by rleblanc

On Monday August 21st, I am delivering the opening keynote address to the annual Canadian Society of Corporate Secretaries conference in Quebec City. (See my PDF slide deck with embedded links here). It is beneficial that the conference is being held …

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