ISS backed Pershing long before CP battle The news that an American firm had come out in support of Pershing Square Capital’s slate of directors for the board of Canadian Pacific was ­received with bluster and fanfare in Canadian media. There is something strange, even bizarre, in an American outfit making pronouncements about the fate […]

The on-going discussion about RIM’s governance misses the point. Whether the jobs of chair and CEO are divided or not, whether “executive sessions” of the board are held regularly, and so on are all side issues. Let’s be clear, and it is for anyone who has actually sat on boards of directors: in the widely-held, […]

The imminent initial public offering of Facebook Inc. shares has the hallmarks of a momentous event: the number of instant millionaires and billionaires, the implicit market value of a toddler company, the young age of its founder, and so on. But what is also remarkable about the Facebook IPO is the way its founder intends […]

At a time when the political and financial elite gathered at Davos frets about the failures of capitalism and the need for its reform, Professors Yvan Allaire and Mihaela Firsirotu, in a new book titled “A Capitalism of Owners “, propose an action plan to change fundamentally the way capitalism has come to work. We must bring back […]

E. Hunter Harrison retired as CEO of the Canadian National Railways Corporation on December 31st 2009. His was a good, lucrative run at CN. On his leaving CN, he held $ 77 million in unexercised options with a further $18 million in restricted shares to vest in the future. He is receiving a pension of […]

In a profanity-laden interview with Terence Corcoran of the National Post (January 6th 2011), Professor Michael Jensen rejects the accusation in Roger Martin’s latest book that he is the spiritual father of the shareholder-value maximization movement. True enough; in the seminal Jensen-Meckling article of 1976 that Martin singles out as the source of this abomination, […]

Stock options now a smaller part of CEO compensation. In an interview with Terence Corcoran of the Financial Post (Jan. 6), Prof. Michael Jensen rejects the accusation in Roger Martin’s latest book that he is the spiritual father of the shareholder-value maximization movement. True enough. In the seminal Jensen-Meckling article of 1976 that Martin singles […]

Executive compensation has become a nasty bone of contention in most developed societies. Whatever argument is invoked to explain and justify the large amounts paid to executives, the very public disparity  of income within a given society and within the same organization turns the issue into, at best, a rallying cry for advocates of a […]

In a report the IGPPO recently assessed the progress of governance modernization efforts in Quebec state-owned corporations since the establishment of modern rules and new disclosure norms five years ago. According to the report, Quebec-government owned corporations have conformed well to the disclosure provisions of Bill 53, which was adopted in 2006. However the IGPPO […]

In 2010, 14.4% of board members of the 100 largest Canadian publicly listed corporations were women. During the year 2010, roughly 7% of these board members were replaced and for one in five cases by a woman. (Source: Spencer, Stuart, Corporate Board Report, 2010). Even to a patient, passive observer, it is clear that the […]

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 […]

The financial crisis of 2007-08 has generated new rules, regulations and guidelines to cope with the flaws and faults of the international financial system. What kind of regulatory context is likely to evolve from this massive effort? Will it be sufficient to prevent the next bubble and crisis? Or is this only a political operation to placate an angry […]

Of all the convoluted arguments marshaled to support the case for a centralized, national securities commission, none is more shop-worn than pointing to the shining example of the American Securities and Exchange Commission (SEC). Clearly, it is asserted with a booming voice, modern financial markets require tightly coordinated regulations and enforcement, which only a single, […]

To stifle financial speculation and ban the shenanigans that brought on the devastating stock market crash of 1929, the U.S. Congress enacted a series of measures to save a moribund capitalist system. The Glass-Steagall Act of 1934, in barely 53 pages, mandated a new regulatory framework for banks and other financial institutions in the United […]

In the Globe and Mail of December 1st, Mr. Monahan states boldly, peremptorily, that “The policy case for a single national regulator is surely overwhelming”. But it is not, far from it. His first argument, if that is what it is, has to do with the issuance of shares in all parts of Canada. Mr. […]

Being subjected to a lesson in governance by a hedge fund, as the Maple Leaf Foods Corporation has to endure, is somewhat akin to being lectured on abstinence and modesty by the residents of the Mustang Ranch bordello in Nevada. Hedge funds, more appropriately called “speculative funds” in most cases, have resisted all efforts of […]