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	<title>IGOPPMemoranda and Opinions &#8211; IGOPP</title>
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		<title>Memorandum of IGOPP on Regulations 58-101 and 58-201</title>
		<link>https://igopp.org/en/memorandum-of-igopp-on-regulations-58-101-and-58-201/</link>
		<comments>https://igopp.org/en/memorandum-of-igopp-on-regulations-58-101-and-58-201/#respond</comments>
		<pubDate>Sat, 01 Jul 2023 20:59:06 +0000</pubDate>
		<dc:creator><![CDATA[IGOPP Site web]]></dc:creator>
				<category><![CDATA[Memoranda and Opinions]]></category>
		<category><![CDATA[Diversity]]></category>
		<category><![CDATA[Independence of Board members]]></category>

		<guid isPermaLink="false">https://igopp.org/memoire-aux-membres-des-acvm-sur-les-reglements-58-101-et-58-201/</guid>
		<description><![CDATA[“Any organization governed by a board of directors must strive to constitute a board that is both legitimate and credible.”[1] A board’s credibility is indispensable to its effectiveness and “[its] credibility is measured not only by its in-depth knowledge of the company’s industry and its markets, of its business model, and its value-creation drivers, but [&#8230;]]]></description>
		<content><![CDATA[“Any organization governed by a board of directors must strive to constitute a board that is both legitimate and credible.”[1] [1] A board’s credibility is indispensable to its effectiveness and “[its] credibility is measured not only by its in-depth knowledge of the company’s industry and its markets, of its business model, and its value-creation drivers, but also by the integrity and the trustworthiness of its board members.”[2] [2]

Board members have responsibilities and must comply with obligations that are particularly important in a highly regulated environment. The resulting disclosure of information is analyzed by numerous stakeholders with sometimes divergent objectives and interests. The issue of diversity in the composition of a board is now a major concern, a criterion which can sometimes even influence the nature of the votes cast when electing certain members.

Beyond social recognition and legitimacy, a board consisting of members with varied social and personal attributes can contribute to a greater diversity of skills and perspectives. In addition, a diverse board has many potential benefits, such as: 1) helping to bring in more diverse knowledge and points of view; 2) mitigating the risk of groupthink; 3) demonstrating and fostering a more inclusive corporate culture; 4) helping provide a broader view of risk management, and; 5) contributing to better brand and corporate reputation by aligning its stated values with its actions.

The literature also shows that recruitment and employee retention are facilitated when the forms of diversity present are representative of employees and the population of the main communities in which a company operates—at its highest echelons.

Given the importance of this issue, it is essential for boards to ensure that diversity is fully integrated and encouraged at all levels of the organization by insisting on these aspects with management, making the latter accountable for achieving levels of representativeness— established jointly with management based on the company's reality—among employees and in management positions at every level.

In our research into diversity disclosure, the main benefit that emerged was a demonstrated willingness to consider diverse candidates when selecting new members. In fact, as early as the second year of mandatory disclosure, there was a notable increase in the percentage of new members from diverse backgrounds, particularly from visible minorities, among the largest listed companies. This determination is also evident in the explanatory texts accompanying the disclosed diversity data.

The importance of “broader” diversity illustrates the evolution of civil society's expectations of its major institutions. Major listed companies are now observed and scrutinized through the prism of these new expectations, where their role and responsibilities toward stakeholders and civil society in general are now perceived (rightly or wrongly, depending on the case) much more widely. Some large institutional investors are also acting as watchdogs of listed companies in this respect.

The issue of board diversity is, however, not new. Academics have been interested in the question for several decades, especially if all the research into group dynamics is included. The benefits of diversity are obvious and go far beyond the simple desire for companies to retain a form of social legitimacy by conforming to minimum expectations. However, for these benefits to be fully realized, the issue of diversity needs to be approached thoughtfully; it needs to be contextualized.

Issuers need to take a pragmatic approach to this issue, in line with their organization's current and future strategy. Diversity must be fully embraced and instilled as a belief. This is how a real climate of inclusion will be fostered at all levels of society. It is also from this perspective that we have analyzed the question and the draft amendments submitted as part of this Notice of Consultation.

[1] [3] Allaire, Y. The Independence of Board Members: A Quest for Legitimacy, Policy Paper no. 3, IGOPP, September 2008

[2] [4] Allaire, Y. Board Members Are Independent but Are They Legitimate and Credible? Policy Paper no. 10, IGOPP, 2018

[1] https://igopp.org#_ftn1
[2] https://igopp.org#_ftn2
[3] https://igopp.org#_ftnref1
[4] https://igopp.org#_ftnref2]]></content>
		<wfw:commentRss>https://igopp.org/en/memorandum-of-igopp-on-regulations-58-101-and-58-201/feed/</wfw:commentRss>
		<slash:comments>0</slash:comments>
		</item>
		<item>
		<title>Guidance for Proxy Advisory Firms</title>
		<link>https://igopp.org/en/indications-a-lintention-des-agences-de-conseil-en-vote/</link>
		<comments>https://igopp.org/en/indications-a-lintention-des-agences-de-conseil-en-vote/#respond</comments>
		<pubDate>Wed, 16 Jul 2014 20:12:36 +0000</pubDate>
		<dc:creator><![CDATA[mlamnini]]></dc:creator>
				<category><![CDATA[Memoranda and Opinions]]></category>
		<category><![CDATA[Proxy Advisors]]></category>
		<category><![CDATA[Regulation]]></category>
		<category><![CDATA[Securities and Exchange Commission]]></category>

		<guid isPermaLink="false">http://igopp.org/indications-a-lintention-des-agences-de-conseil-en-vote-2/</guid>
		<description><![CDATA[IGOPP has issued in 2013 a policy position on the role of proxy advisors titled The Troubling Case of Proxy Advisors: Some policy recommendations. This submission draws largely from that policy paper and, hence, it is attached as an appendix. The proposals of the CSA to raise somewhat the level of disclosure requested from proxy [&#8230;]]]></description>
		<content><![CDATA[IGOPP has issued in 2013 a policy position on the role of proxy advisors titled The Troubling Case of Proxy Advisors: Some policy recommendations [1]. This submission draws largely from that policy paper and, hence, it is attached as an appendix.

The proposals of the CSA to raise somewhat the level of disclosure requested from proxy advisors is commendable but clearly not sufficient. Normative measures are required to ensure appropriate supervision of the activities of proxy advisors, given their significant influence on corporate governance and their role in the processes of acquisitions and proxy battles.

Numerous issues are identified in the Proposed National Policy 25-201. We intend to respond by addressing the specific questions contained in the CSA Notice and Request for Comment.

[1] http://igopp.org/wp-content/uploads/2014/04/pp_troublingcaseproxyadvisors-pp7_short_3_.pdf]]></content>
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		<slash:comments>0</slash:comments>
		</item>
		<item>
		<title>The Canada Business Corporations Act</title>
		<link>https://igopp.org/en/the-canada-business-corporations-act/</link>
		<comments>https://igopp.org/en/the-canada-business-corporations-act/#respond</comments>
		<pubDate>Thu, 15 May 2014 18:31:03 +0000</pubDate>
		<dc:creator><![CDATA[mlamnini]]></dc:creator>
				<category><![CDATA[Memoranda and Opinions]]></category>
		<category><![CDATA[Diversity]]></category>
		<category><![CDATA[Regulation]]></category>
		<category><![CDATA[Say on Pay]]></category>
		<category><![CDATA[Shareholders]]></category>

		<guid isPermaLink="false">http://aimta712.org/?p=2391</guid>
		<description><![CDATA[The Institute for Governance (IGOPP) submitted his comments to Industry Canada in response to the Consultation on the Canada Business Corporations Act (CBCA).. We will examine these issues individually to formulate specific recommendations in each case. In its comment document, the IGOPP covered the following topics: Shareholder advisory votes on compensation packages Diversity of board [&#8230;]]]></description>
		<content><![CDATA[The Institute for Governance (IGOPP) submitted his comments to Industry Canada in response to the Consultation on the Canada Business Corporations Act (CBCA).. We will examine these issues individually to formulate specific recommendations in each case.

In its comment document, the IGOPP covered the following topics:

 	Shareholder advisory votes on compensation packages
 	Diversity of board membership
 	Equal treatment of shareholders
 	Parties who can claim oppression
 	Adding a minimum holding period for the right to nominate directors

The IGOPP’s previous positions on say on pay, board diversity, and majority voting can be viewed at: http://bit.ly/1m0dhmV [1]

[1] http://bit.ly/1m0dhmV]]></content>
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		<slash:comments>0</slash:comments>
		</item>
		<item>
		<title>The Taming of Hostile Takeovers:</title>
		<link>https://igopp.org/en/the-taming-of-hostile-takeovers/</link>
		<comments>https://igopp.org/en/the-taming-of-hostile-takeovers/#respond</comments>
		<pubDate>Thu, 27 Jun 2013 14:30:28 +0000</pubDate>
		<dc:creator><![CDATA[mlamnini]]></dc:creator>
				<category><![CDATA[Memoranda and Opinions]]></category>
		<category><![CDATA[Activism]]></category>
		<category><![CDATA[Hostile takeovers]]></category>
		<category><![CDATA[Shareholders]]></category>
		<category><![CDATA[Stakeholders]]></category>

		<guid isPermaLink="false">http://aimta712.org/?p=1870</guid>
		<description><![CDATA[On March 13, 2013, the Autorité des marchés financiers and the Canadian Securities Administrators published, for comment, proposed amendments and changes to Multilateral Instrument 62-104 Take-Over Bids and Issuer Bids, National Policy 62-203 Take-Over Bids and Issuer Bids, and National Instrument 62-103 Early Warning System and Related Take-Over Bid and Insider Reporting Issues. On March [&#8230;]]]></description>
		<content><![CDATA[On March 13, 2013, the Autorité des marchés financiers and the Canadian Securities Administrators published, for comment, proposed amendments and changes to Multilateral Instrument 62-104 Take-Over Bids and Issuer Bids, National Policy 62-203 Take-Over Bids and Issuer Bids, and National Instrument 62-103 Early Warning System and Related Take-Over Bid and Insider Reporting Issues. On March 14, 2013, the CSA issued an invitation to comment on the proposed National Instrument 62-105 Security Holder Rights Plans, which would establish a comprehensive regulatory framework for the treatment of rights plans in Canada.

The Institute for Governance (IGOPP) has submitted his comments to AMF and CSA.

In its document, the IGOPP point out that the time has come to change/modernize the antiquated, obsolete regulations of takeovers in Canada. The provincial securities commissions, coordinated through the Canadian Securities Administrators, must bring forth a framework for takeover regulation that complies with Canadian laws and jurisprudence.

 	Canadian corporate governance already complies with what the activist investors are fighting for in the United States; elimination of staggered boards and separation of power between the chair of the board and the CEO, both governance principles which make it easier to carry out a hostile takeover; combined with the widespread practice of majority voting for board members, these features of Canadian corporate governance provide shareholders with the means and tools to punish an errant board.
 	The changes in shareholding since 1987 have been remarkable; as soon as a takeover offer is made public, the financial calculus of present shareholders coupled with the actions of specialized funds transform radically and swiftly the shareholder base of the target company; to consider these new shareholders as the “owners” of the corporation, the sole “deciders” of its fate, needing the benevolent protection of securities commissions against malevolent, conflicted management, seems like an imaginative scenario of times past.
 	That concept of the role of securities commissions flies in the face of the Canadian Business Corporation Act and Supreme court jurisprudence; it is high time that the CSA align their regulations with what is Canadian law; securities commissions cannot, should not, thwart the authority and responsibility of directors to act in the long-term interest of the corporation in the case of takeovers, the quintessential decision about the long-term interest of the corporation and of all its stakeholders.
 	The quaint notion that management is, ipso facto, against the takeover of their company because of inherent conflicts of interest must be updated; because of the changes in compensation system for executives and board members, the concern has become that management and boards may be too receptive to a takeover offer that may not be in the interest of the corporation and its stakeholders. The potential conflict of interest has switched side. Securities commissions should be alert to the appearance of that phenomenon and assess measures to limit this sort of conflict of interest.

For all these reasons, IGOPP and its board of directors(*) strongly support the proposals put forth by the AMF and urge other provincial securities commissions to join in this crucial effort to modernize the regulation of takeovers in Canada.

(*) However, as per the policy of the AMF, Mr. Louis Morisset of the Autorité des marchés financiers abstained
]]></content>
		<wfw:commentRss>https://igopp.org/en/the-taming-of-hostile-takeovers/feed/</wfw:commentRss>
		<slash:comments>0</slash:comments>
		</item>
		<item>
		<title>Management of the health and social services network: Bill 127</title>
		<link>https://igopp.org/en/management-of-the-health-and-social-services-network-bill-127/</link>
		<comments>https://igopp.org/en/management-of-the-health-and-social-services-network-bill-127/#respond</comments>
		<pubDate>Wed, 16 Mar 2011 14:53:51 +0000</pubDate>
		<dc:creator><![CDATA[mlamnini]]></dc:creator>
				<category><![CDATA[Memoranda and Opinions]]></category>
		<category><![CDATA[Independence of Board members]]></category>
		<category><![CDATA[Public health governance]]></category>
		<category><![CDATA[Regulation]]></category>

		<guid isPermaLink="false">http://aimta712.org/?p=1875</guid>
		<description><![CDATA[The IGOPP approves several elements in the bill, that are in line with the recommendations contained in its report, published in 2008, on governance in Quebec public sector health and social services establishments. However, the IGOPP believes that the four following parts of the bill should be modified, in order to improve governance in the [&#8230;]]]></description>
		<content><![CDATA[The IGOPP approves several elements in the bill, that are in line with the recommendations contained in its report, published in 2008, on governance in Quebec public sector health and social services establishments.

However, the IGOPP believes that the four following parts of the bill should be modified, in order to improve governance in the network:

 	The strategic orientations, priorities and the organization of services (articles 30, 31 and 39)
 	Accountability and the annual report (art. 25 and 42)
 	The nomination and evaluation of the general manager (art. 43, 44 and 65)
 	Training of board of director members (art. 69)

]]></content>
		<wfw:commentRss>https://igopp.org/en/management-of-the-health-and-social-services-network-bill-127/feed/</wfw:commentRss>
		<slash:comments>0</slash:comments>
		</item>
		<item>
		<title>Parliamentary committee studying Bill 123</title>
		<link>https://igopp.org/en/parliamentary-committee-studying-bill-123-2/</link>
		<comments>https://igopp.org/en/parliamentary-committee-studying-bill-123-2/#respond</comments>
		<pubDate>Fri, 12 Nov 2010 15:04:36 +0000</pubDate>
		<dc:creator><![CDATA[mlamnini]]></dc:creator>
				<category><![CDATA[Memoranda and Opinions]]></category>
		<category><![CDATA[Independence of Board members]]></category>
		<category><![CDATA[Public governance]]></category>

		<guid isPermaLink="false">http://aimta712.org/?p=1879</guid>
		<description><![CDATA[The IGOPP, through its chairman of the board and general manager presented a brief to the Committee on Public Finance regarding Bill 123, an Act Respecting the Amalgamation of the Société Générale de Financement du Québec and Investissement Québec. This brief details the Institute’s comments on the legislation as well as a set of concrete suggestions. [&#8230;]]]></description>
		<content><![CDATA[The IGOPP, through its chairman of the board and general manager presented a brief to the Committee on Public Finance regarding Bill 123, an Act Respecting the Amalgamation of the Société Générale de Financement du Québec and Investissement Québec.
This brief details the Institute’s comments on the legislation as well as a set of concrete suggestions.
Committee members noted their appreciation for the IGOPP’s remarks, which defended the autonomy of “new” Investissement Québec’s board of directors.

According to Mr. Allaire and Mr. Nadeau, Bill 123 leaves too many discretionary powers in the hands of the minister and the government.

Bill 123, an Act Respecting the Amalgamation of the Société Générale de Financement du Québec and Investissement Québec was tabled in Quebec’s National Assembly on October 28th, 2010 by Clément Gignac, the minister of economic development and export trade.
]]></content>
		<wfw:commentRss>https://igopp.org/en/parliamentary-committee-studying-bill-123-2/feed/</wfw:commentRss>
		<slash:comments>0</slash:comments>
		</item>
		<item>
		<title>Business Corporations Act: Bill 63</title>
		<link>https://igopp.org/en/business-corporations-act-bill-63/</link>
		<comments>https://igopp.org/en/business-corporations-act-bill-63/#respond</comments>
		<pubDate>Wed, 04 Nov 2009 15:15:44 +0000</pubDate>
		<dc:creator><![CDATA[mlamnini]]></dc:creator>
				<category><![CDATA[Memoranda and Opinions]]></category>
		<category><![CDATA[Regulation]]></category>
		<category><![CDATA[Shareholders]]></category>
		<category><![CDATA[Stakeholders]]></category>

		<guid isPermaLink="false">http://aimta712.org/?p=1883</guid>
		<description><![CDATA[According to IGOPP, the proposed Business Corporations Act (Bill 63) is a quantum leap in the right direction. It modernize and clarify some dsyfunctionnal aspaects of our business laws and legal system. Furthermore, Bill 63 introduce some useful innovations. Howewer, some modifications to the Bill would improve the chances of Québec to become a destination [&#8230;]]]></description>
		<content><![CDATA[According to IGOPP, the proposed Business Corporations Act (Bill 63) is a quantum leap in the right direction. It modernize and clarify some dsyfunctionnal aspaects of our business laws and legal system. Furthermore, Bill 63 introduce some useful innovations. Howewer, some modifications to the Bill would improve the chances of Québec to become a destination of choie for the establishment for a company.
]]></content>
		<wfw:commentRss>https://igopp.org/en/business-corporations-act-bill-63/feed/</wfw:commentRss>
		<slash:comments>0</slash:comments>
		</item>
		<item>
		<title>Opinion of the IGOPP : Bill 44c and Bill 38</title>
		<link>https://igopp.org/en/opinion-of-the-igppo-bill-44c-and-bill-38-2/</link>
		<comments>https://igopp.org/en/opinion-of-the-igppo-bill-44c-and-bill-38-2/#respond</comments>
		<pubDate>Wed, 23 Sep 2009 15:10:13 +0000</pubDate>
		<dc:creator><![CDATA[mlamnini]]></dc:creator>
				<category><![CDATA[Memoranda and Opinions]]></category>
		<category><![CDATA[Diversity]]></category>
		<category><![CDATA[Governance of universities]]></category>
		<category><![CDATA[Independence of Board members]]></category>

		<guid isPermaLink="false">http://aimta712.org/?p=1881</guid>
		<description><![CDATA[Act to amend the General and Vocational Colleges Act with respect to Governance. For the purposes of the Parliamentary committee on the governance of the Vocational Colleges and Universities, IGOPP have submitted two memorandum stating that good governance is the best safeguard for the autonomy of the colleges and the universities : the legitimity and [&#8230;]]]></description>
		<content><![CDATA[Act to amend the General and Vocational Colleges Act with respect to Governance.

For the purposes of the Parliamentary committee on the governance of the Vocational Colleges and Universities, IGOPP have submitted two memorandum stating that good governance is the best safeguard for the autonomy of the colleges and the universities : the legitimity and the credibility of the board is the best guarantee that this autonomy will prevail againts the assaults and the attempted intrusions in the pending business of the colleges and the universities.

Like the Chairman of the board of directors of the IGPPO have often said : « there is no autonomy without good governance and no good governance without autonomy » (Allaire, Y., 2004 : 2006)
]]></content>
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		<slash:comments>0</slash:comments>
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