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		<title>IGOPP Announces Executive Leadership Transition and Appoints Louis Lévesque as Interim President and Chief Executive Officer</title>
		<link>https://igopp.org/en/igopp-announces-executive-leadership-transition-and-appoints-louis-levesque-as-interim-president-and-chief-executive-officer/</link>
		<comments>https://igopp.org/en/igopp-announces-executive-leadership-transition-and-appoints-louis-levesque-as-interim-president-and-chief-executive-officer/#respond</comments>
		<pubDate>Mon, 31 Aug 2026 13:17:43 +0000</pubDate>
		<dc:creator><![CDATA[IGOPP Site web]]></dc:creator>
				<category><![CDATA[News and Media]]></category>
		<category><![CDATA[Press Releases]]></category>

		<guid isPermaLink="false">https://igopp.org/?p=19616/</guid>
		<description><![CDATA[The Board of Directors ensures a seamless transition in support of the Institute&#8217;s mission and continued growth Montreal, August 31, 2026 — The Board of Directors of the Institute for Governance of Private and Public Organizations (IGOPP) is pleased to announce the appointment of Louis Lévesque as Interim President and Chief Executive Officer, effective September [&#8230;]]]></description>
		<content><![CDATA[The Board of Directors ensures a seamless transition in support of the Institute's mission and continued growth

Montreal, August 31, 2026 — The Board of Directors of the Institute for Governance of Private and Public Organizations (IGOPP) is pleased to announce the appointment of Louis Lévesque as Interim President and Chief Executive Officer, effective September 1, 2026.

This appointment is part of an orderly leadership transition that will enable the Institute to continue advancing its mission, strengthen its voice and accelerate the implementation of its strategic priorities.

The transition follows François Dauphin's decision to scale back his professional responsibilities for personal reasons after serving as President and Chief Executive Officer since 2020. Effective September 1, Mr. Dauphin will assume the role of Executive Vice-President, Research, where he will focus on advancing the Institute's research agenda and further strengthening its thought leadership and influence on key governance issues.

"François Dauphin has played an instrumental role in strengthening IGOPP's position as a leading voice on governance. His vision, leadership and unwavering commitment have helped build a stronger, more influential Institute that is exceptionally well positioned for its next chapter. On behalf of the Board of Directors, I extend our sincere gratitude for his outstanding contribution over the past several years. We are equally pleased that he will continue to play a pivotal role at IGOPP, where his expertise will further enrich our research and help advance the dialogue on the governance issues that matter most to organizations today," said Guylaine Saucier, Chair of the Board of Directors of IGOPP.

An accomplished leader to guide the Institute through its next chapter
A member of IGOPP's Board of Directors since December 2024, Louis Lévesque brings more than four decades of experience serving public and private sector organizations. A Deputy Minister with the Government of Canada for nearly a decade, former CEO of Finance Montréal, and trusted advisor to numerous institutions, he is widely recognized for his strategic judgment, his ability to build consensus among diverse stakeholders and his leadership in guiding organizations through periods of transformation and complex challenges. Over the course of his career, he has remained deeply committed to advancing public policy, governance and economic thought.

"At a time when expectations of organizations and their boards continue to evolve rapidly, IGOPP's role has never been more important. Louis Lévesque brings the experience, strategic judgment and credibility needed to lead the Institute through this next chapter of its development. His leadership will help elevate IGOPP's profile, strengthen its voice in the governance dialogue and foster new opportunities for collaboration across our community," added Guylaine Saucier.

Building on a strong foundation
The Board of Directors continues to diligently oversee the search for a permanent President and Chief Executive Officer.

Over the coming months, IGOPP will build on its strong foundation by strengthening its intellectual leadership and expanding its contribution to the governance issues shaping today's organizations. This new phase of development will be reflected in a stronger public voice, new strategic partnerships and the delivery of significant initiatives in research, executive education and the dissemination of governance best practices.

Among the initiatives already underway are the publication of the Institute's research on the role of proxy advisory firms and new work examining governance issues affecting public sector organizations. Additional projects will be launched in the coming months, further strengthening IGOPP's contribution to directors, executives and public decision-makers.

"IGOPP occupies a unique place within Canada's governance landscape. It is a privilege to contribute to the next stage of the Institute's development. In the months ahead, I will devote my experience to advancing IGOPP's profile, supporting its exceptional team and helping advance initiatives that create lasting value for our entire community," said Louis Lévesque.

"After several years leading IGOPP, I wanted to refocus my professional activities on what has always inspired me most: research, strategic thinking and contributing to the public policy dialogue. I am particularly pleased that Louis Lévesque has agreed to lead this transition. His experience, judgment and vision will be invaluable as the Institute continues to grow. I look forward to continuing to support IGOPP's mission in my new role," concluded François Dauphin.

About IGOPP
Founded in 2005, the Institute for Governance of Private and Public Organizations (IGOPP) is an independent centre of excellence dedicated to advancing governance in both the private and public sectors. Through its research, executive education programs, public policy positions, advisory activities and contributions to public debate, IGOPP provides recognized intellectual leadership and helps advance governance practices that create long-term value. The Institute has established itself as a leading reference for directors, executives and decision-makers across Québec and Canada.

– 30 –

For more information:
Marie-Eve Allaire-Hébert
Director, Strategic Partnerships and Outreach
514 439-9302 &#124; mallaire@igopp.org &#124; www.igopp.org
1000, rue de la Gauchetière Ouest, bureau 3910
Montréal (Québec) H3B 4W5
]]></content>
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		<title>A Welcome Regulatory Shake-Up for Public Companies?</title>
		<link>https://igopp.org/en/un-remue-menage-reglementaire-souhaitable-pour-les-societes-cotees-en-bourse/</link>
		<comments>https://igopp.org/en/un-remue-menage-reglementaire-souhaitable-pour-les-societes-cotees-en-bourse/#respond</comments>
		<pubDate>Mon, 17 Aug 2026 19:31:40 +0000</pubDate>
		<dc:creator><![CDATA[IGOPP Site web]]></dc:creator>
				<category><![CDATA[Commentary]]></category>
		<category><![CDATA[News Articles]]></category>

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		<description><![CDATA[To say that the regulatory burden borne by public companies is heavy and costly is to state the obvious. Yet major changes are now challenging what, until very recently, was taken for granted, prompting us to reflect seriously on the burden of regulatory compliance and on what should be the true centre of gravity of [&#8230;]]]></description>
		<content><![CDATA[To say that the regulatory burden borne by public companies is heavy and costly is to state the obvious. Yet major changes are now challenging what, until very recently, was taken for granted, prompting us to reflect seriously on the burden of regulatory compliance and on what should be the true centre of gravity of corporate governance: the board of directors.

Since the Sarbanes-Oxley Act was enacted in 2002 in response to the financial scandals of the time—notably Enron and WorldCom—the governance framework and accountability requirements have tightened considerably. The 2008 financial crisis subsequently led the Obama administration to adopt the Dodd-Frank Act in 2010, further strengthening this framework by requiring public companies to hold advisory votes on executive compensation, commonly referred to as “say-on-pay,” while also introducing numerous disclosure requirements aimed at increasing transparency. The excesses, abuses and resulting consequences called for an appropriate response, and these laws sought to provide one.

The first two decades of the 21st century were therefore marked by sweeping governance reforms, but also by a shift in power away from boards of directors—subtle at first, then decidedly overt by the end of the 2010s—toward a new form of shareholder control over the policies and direction of public companies.

With voting power increasingly concentrated in the hands of institutional investors, particularly amid the tremendous growth in exchange-traded funds (ETFs) and the considerable influence wielded by proxy advisory firms, the pendulum swung to a new extreme. This gave rise to shareholder proposals on an increasingly wide range of issues, some of them frivolous, demanding that boards devote attention to matters far removed from the company’s day-to-day business and strategic priorities.

A few weeks after President Trump’s inauguration in 2025, the U.S. Securities and Exchange Commission (SEC) announced a series of regulatory changes. First, companies were allowed to reject shareholder proposals that failed to meet an economic materiality threshold. These changes also made it more difficult for institutional shareholders to engage with issuers. The objective was to reduce the information asymmetry that could exist among different classes of shareholders and rebalance power by returning more of it to the directors elected by shareholders to represent them.

In June 2025, during a roundtable on executive compensation, Paul Atkins—the SEC Chair appointed by President Trump—described the regulator’s disclosure requirements as “a Frankenstein patchwork of rules” whose volume and complexity were “just as scary” as the monster itself. He then announced his intention to move quickly with reforms aimed at reining in this monstrosity. In the months following that speech, Texas, followed by about 10 other states, adopted legislation aimed at restricting shareholders’ ability to use their votes to impose policies based on considerations other than purely economic criteria.

In other words, environmental, social and governance (ESG) factors would no longer serve as a basis for voting decisions.

A presidential executive order signed last December further bolstered these efforts, while also targeting proxy advisory firms. The Texas law is currently being challenged in court, temporarily preventing its full implementation, but the movement is now underway nationwide.

In a high-profile speech delivered at the opening of a New York Stock Exchange trading session, Atkins pointed out that more than 7,000 companies were listed on U.S. exchanges in the mid-1990s, and that the number has since fallen by approximately 40%. Attributing this decline to regulatory overreach, he unveiled on May 19 the reform proposal he had announced a year earlier.

Under the proposal, nearly 81% of companies currently listed in the United States would qualify for significant regulatory relief, including the following: elimination of mandatory say-on-pay and golden-parachute votes; a complete exemption from pay-versus-performance disclosure; the elimination of various disclosure tables relating to stock options and other components of compensation; a reduction in the comparison period from three years to two; and a reduction in the number of named executive officers whose compensation must be disclosed, from five to three.

At the time of writing, the SEC was continuing its consultations with a view to finalizing this ambitious reform, which is expected to be in effect for the next proxy season.

Meanwhile, in Canada, the Canadian Securities Administrators released a proposal on July 16 that, in several respects, echoes—albeit more cautiously—the efforts underway in the United States. Notably, it would allow a broader range of issuers to report financial information semi-annually rather than quarterly.

Between 2020 and 2025, some 30 operating companies (excluding ETFs and other financial vehicles) went public on the TSX through IPOs, while more than 250 companies went private over the same period. Action is imperative—and it must come quickly.

A reduction in the regulatory burden and the associated costly disclosure requirements is therefore necessary. By way of example, for Canada’s largest companies, the compensation disclosure section alone averaged 6 pages in 2000, compared with more than 40 pages today.

The pendulum must also begin to swing back toward boards of directors. As with any pendulum, however, the challenge will be to ensure that it does not swing too far in the other direction.

Although largely overshadowed by the major economic and geopolitical issues dominating the news, these reforms nonetheless mark an important shift, paving the way for a new era.

An era whose time has come.

Notes :

The opinions expressed in this article are solely those of the author.

An abridged version of this text appeared in La Presse’s Business Forum on Monday, August 17, 2026.
]]></content>
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		<title>SAP and IBM Unit Ensnared in $800 Million Quebec IT Fiasco</title>
		<link>https://igopp.org/en/sap-and-ibm-unit-ensnared-in-800-million-quebec-it-fiasco/</link>
		<comments>https://igopp.org/en/sap-and-ibm-unit-ensnared-in-800-million-quebec-it-fiasco/#respond</comments>
		<pubDate>Wed, 18 Jun 2025 14:18:35 +0000</pubDate>
		<dc:creator><![CDATA[IGOPP Site web]]></dc:creator>
				<category><![CDATA[IGOPP in the Medias]]></category>
		<category><![CDATA[IGOPP in the medias]]></category>
		<category><![CDATA[Ethics]]></category>
		<category><![CDATA[Organismes publics]]></category>
		<category><![CDATA[Public governance]]></category>

		<guid isPermaLink="false">https://igopp.org/sap-and-ibm-unit-ensnared-in-800-million-quebec-it-fiasco/</guid>
		<description><![CDATA[Software company SAP SE and an IBM Corp. subsidiary are embroiled in a C$1.1 billion ($810 million) technology boondoggle that triggered both a public inquiry and an anti-corruption investigation in Quebec. The Canadian province’s Treasury Board President Sonia LeBel also ordered Quebec’s procurement watchdog to conduct an “in-depth analysis” of how the government awards technology [&#8230;]]]></description>
		<content><![CDATA[Software company SAP SE and an IBM Corp. subsidiary are embroiled in a C$1.1 billion ($810 million) technology boondoggle that triggered both a public inquiry and an anti-corruption investigation in Quebec.

The Canadian province’s Treasury Board President Sonia LeBel also ordered Quebec’s procurement watchdog to conduct an “in-depth analysis” of how the government awards technology contracts, she announced Monday. The mandate came after the ongoing inquiry revealed cost overruns, potential conflicts of interest and unexplained contracts for a bungled IT upgrade.

[...]

The Quebec project began in 2017, when the province’s automobile insurance board, the Société de l’assurance automobile du Québec, began modernizing its IT system. SAP and IBM’s LGS subsidiary were lead advisers under an entity called Alliance, and the overhaul was initially budgeted at C$638 million.

The result was SAAQclic, a new platform for booking driving tests and renewing driver’s licenses. It crashed when it launched in 2023, leading to long lines in SAAQ offices and sparking outrage across Quebec, as well as a provincial audit.

[...]

Alexandra Langelier, executive vice president with the Institute for Governance of Private and Public Organizations, said the inquiry is an essential exercise in determining whether the board asked “questions at the right time” and understood the complexity of IT implementations.

Read more [1]

[1] https://www.bloomberg.com/news/articles/2025-06-18/saaqclic-inquiry-sap-and-ibm-unit-ensnared-in-800-million-it-fiasco]]></content>
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		<item>
		<title>Executive Compensation in the Age of Diverse Performance Perspectives</title>
		<link>https://igopp.org/en/executive-compensation-in-the-age-of-diverse-performance-perspectives/</link>
		<comments>https://igopp.org/en/executive-compensation-in-the-age-of-diverse-performance-perspectives/#respond</comments>
		<pubDate>Fri, 16 May 2025 14:38:54 +0000</pubDate>
		<dc:creator><![CDATA[IGOPP Site web]]></dc:creator>
				<category><![CDATA[Policy Papers]]></category>
		<category><![CDATA[Chief Executive Officer]]></category>
		<category><![CDATA[Executive compensation]]></category>

		<guid isPermaLink="false">https://igopp.org/la-remuneration-des-dirigeants-a-lere-dune-conception-plurielle-de-la-performance/</guid>
		<description><![CDATA[When compared to middle-class salaries, the amounts awarded to the highest-ranking executives at Canada’s largest firms increasingly stir a sense of unfairness. Each year, public discontent rises while pamphlets circulate highlighting and denouncing the extravagance of these compensation packages. They speak of the stark injustice of such opulence for Canadian workers, highlighting the fact that, [&#8230;]]]></description>
		<content><![CDATA[When compared to middle-class salaries, the amounts awarded to the highest-ranking executives at Canada’s largest firms increasingly stir a sense of unfairness. Each year, public discontent rises while pamphlets circulate highlighting and denouncing the extravagance of these compensation packages. They speak of the stark injustice of such opulence for Canadian workers, highlighting the fact that, on average, senior executives can earn a Canadian worker’s annual salary in a matter of hours.

To what extent has senior executive compensation inflated to become such a focal point of disapproval and a symbol of the wealth gap in society? Have we lost sight of the core purpose of compensation: to attract, retain, and motivate talent?

These questions are of utmost importance. On two prior occasions in 2012  [1]and 2017 [2], the IGOPP issued policy papers addressing executive compensation. These papers identified several factors and influences that have led to the escalation of senior executive compensation, a trend we have been documenting since 1998. This policy paper [3] continues the analysis.

[1] https://igopp.org/en/pay-for-value/
[2] https://igopp.org/en/executive-compensation-cutting-the-gordian-knot/
[3] https://igopp.org/wp-content/uploads/2025/05/IGOPP_PP_RemunerationDirigeants_PP13_EN_v5.pdf]]></content>
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		<title>Private market investors neglect risk in rush for returns</title>
		<link>https://igopp.org/en/private-market-investors-neglect-risk-in-rush-for-returns/</link>
		<comments>https://igopp.org/en/private-market-investors-neglect-risk-in-rush-for-returns/#respond</comments>
		<pubDate>Wed, 04 Dec 2024 15:16:42 +0000</pubDate>
		<dc:creator><![CDATA[IGOPP Site web]]></dc:creator>
				<category><![CDATA[IGOPP in the Medias]]></category>
		<category><![CDATA[IGOPP in the medias]]></category>
		<category><![CDATA[Ethics]]></category>
		<category><![CDATA[Éthique]]></category>
		<category><![CDATA[Institutional investors]]></category>
		<category><![CDATA[Investisseurs institutionnels]]></category>
		<category><![CDATA[Parties prenantes]]></category>
		<category><![CDATA[Stakeholders]]></category>

		<guid isPermaLink="false">https://igopp.org/private-market-investors-neglect-risk-in-rush-for-returns/</guid>
		<description><![CDATA[The recent scandal involving Adani Group and Canadian pension fund CPDQ exposes flagging standards as investors rush for private markets across emerging markets in Asia. [&#8230;] François Dauphin, who leads the Montreal-based Institute for governance of private and public organisations, identifies a concerning trend. He notes the investors&#8217; due dilligence is suffering under pressure to [&#8230;]]]></description>
		<content><![CDATA[The recent scandal involving Adani Group and Canadian pension fund CPDQ exposes flagging standards as investors rush for private markets across emerging markets in Asia.

[...]

François Dauphin, who leads the Montreal-based Institute for governance of private and public organisations, identifies a concerning trend.

He notes the investors' due dilligence is suffering under pressure to deploy capital quickly and achieve returns, often in unfamiliar investment vehicules.

''In recent years, there has been an abundance of capital from private funds or institutional funds looking for private investments opportunities to improve their total returns,'' Dauphin told AsianInvestor.

''The appeal of private placements lies in the potential of high returns, but the level of risk associated with such projects is also necessarily higher. This is all more true when distance does not allow for direct monitoring.''

Numerous institutional have rushed past standard risk assessment procedures in eagerness to secure leading investment positions, he added.

''This compromised approach to due dilligence has inevitably, led to adverse outcomes, as evidenced by the current situation in India.''

Read more [1]

[1] https://igopp.org/wp-content/uploads/2024/12/ASIANI1.pdf]]></content>
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		<title>Indian billionaire Gautam Adani, former Caisse execs facing charges in the United States</title>
		<link>https://igopp.org/en/indian-billionaire-gautam-adani-former-caisse-execs-facing-charges-in-the-united-states/</link>
		<comments>https://igopp.org/en/indian-billionaire-gautam-adani-former-caisse-execs-facing-charges-in-the-united-states/#respond</comments>
		<pubDate>Fri, 22 Nov 2024 03:21:36 +0000</pubDate>
		<dc:creator><![CDATA[IGOPP Site web]]></dc:creator>
				<category><![CDATA[IGOPP in the Medias]]></category>
		<category><![CDATA[IGOPP in the medias]]></category>
		<category><![CDATA[Ethics]]></category>
		<category><![CDATA[Institutional investors]]></category>
		<category><![CDATA[Investisseurs institutionnels]]></category>

		<guid isPermaLink="false">https://igopp.org/indian-billionaire-gautam-adani-former-caisse-execs-facing-charges-in-the-united-states/</guid>
		<description><![CDATA[Caisse de dépôt et placement du Québec opened an office in India in 2016, betting that the country’s favourable demographics would fuel returns in renewable energy and transportation infrastructure. Now, the Canadian pension giant has become entangled in what U.S. authorities call “an elaborate scheme” to pay hundreds of millions of dollars in bribes in [&#8230;]]]></description>
		<content><![CDATA[Caisse de dépôt et placement du Québec opened an office in India in 2016, betting that the country’s favourable demographics would fuel returns in renewable energy and transportation infrastructure. Now, the Canadian pension giant has become entangled in what U.S. authorities call “an elaborate scheme” to pay hundreds of millions of dollars in bribes in the Asian country.
Federal prosecutors in New York unveiled charges [1] late Wednesday against Indian billionaire Gautam Adani and seven other individuals, including three former Caisse executives. They allege the 62-year-old tycoon and managers from energy subsidiaries of his business conglomerate conspired in a scheme to pay roughly US$250-million in bribes to Indian government officials. The payments were allegedly to help secure favourable contracts tied to a major solar energy project.
As part of the indictment, the U.S. Attorney’s Office in Brooklyn, N.Y., charged Cyril Cabanes, a former CDPQ managing director of infrastructure for the Asia Pacific region, with conspiracy to obstruct justice. Saurabh Agarwal, former managing director of CDPQ India, and Deepak Malhotra, a former director of infrastructure for South Asia at the Caisse, were charged with the same offences.
The Caisse itself has not been accused of any wrongdoing. But observers say the charges raise questions about how aggressively the Montreal-based pension fund manager is pushing into new countries, how deeply the executives it hires to represent it in those countries are vetted and whether its processes for making investment decisions are robust.
In all, the Caisse had US$7-billion in investments in India as of the end of 2023. Caisse-controlled Azure Power, a renewable energy developer in India, is near the centre of the U.S. allegations.
“This appears to be a culture of bribery and collusion at the very highest levels of this company in India,” said François Dauphin, chief executive of Montreal’s Institute for Governance of Private and Public Organizations. “Private placements can generate high returns, but it is situations like these that fully illustrate the level of risk associated with such projects.”
Prosecutors allege that the three former Caisse executives tried to thwart an investigation by deleting e-mails and presentations that summarized the bribes, and misled investigators from the Federal Bureau of Investigation, the Justice Department and the U.S. Securities and Exchange Commission (SEC).
The allegations have not been proven in court.
The scheme was concealed from U.S. banks and investors, from whom the defendants raised billions of dollars, according to the allegations. Mr. Adani is one of the world’s richest people, with an estimated net worth of nearly US$70-billion, according to Forbes, and he has close ties to Indian Prime Minister Narendra Modi.
Read more [2]

[1] https://www.theglobeandmail.com/business/international-business/article-former-caisse-executives-face-us-charges-in-alleged-bribery-scheme/
[2] https://igopp.org/wp-content/uploads/2024/11/Former-Caisse-execs-charges_The-Globe-and-Mail_Nov2024.pdf]]></content>
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		<title>Boards Are Touting International Directors Amid Global Upheaval</title>
		<link>https://igopp.org/en/boards-are-touting-international-directors-amid-global-upheaval/</link>
		<comments>https://igopp.org/en/boards-are-touting-international-directors-amid-global-upheaval/#respond</comments>
		<pubDate>Tue, 10 Sep 2024 01:22:51 +0000</pubDate>
		<dc:creator><![CDATA[IGOPP Site web]]></dc:creator>
				<category><![CDATA[IGOPP in the Medias]]></category>
		<category><![CDATA[IGOPP in the medias]]></category>
		<category><![CDATA[American governance]]></category>
		<category><![CDATA[Gouvernance américaine]]></category>
		<category><![CDATA[Succession]]></category>

		<guid isPermaLink="false">https://igopp.org/boards-are-touting-international-directors-amid-global-upheaval/</guid>
		<description><![CDATA[For the first time since at least 2018, more than half of S&#38;P 500 boards say they have members with international experience, according to data from ESGauge. As companies face geopolitical crises, increased globalization and foreign competition, boards are recruiting directors — or at least touting the ones they already have — who can help oversee these [&#8230;]]]></description>
		<content><![CDATA[For the first time since at least 2018, more than half of S&#38;P 500 boards say they have members with international experience, according to data from ESGauge. As companies face geopolitical crises [1], increased globalization and foreign competition, boards are recruiting directors — or at least touting the ones they already have — who can help oversee these risks, sources said.

These directors can also offer a boost to the bottom line, new research shows. Board members who are from or have worked abroad for a period of time and work cohesively with their fellow directors help companies' financial performance, according to a study [2] out of Binghamton University.

[...]

International experience is valuable as companies are facing a host of global risks and opportunities, sources said. Indeed, geopolitical instability was ranked the top issue that CEOs expect to influence or disrupt business strategy within the next year, according to 60% of 80 CEOs surveyed by [3] Deloitte this summer. And 67% of 100 CEOs surveyed by [4] KPMG earlier this year said they are undergoing "significant" strategic changes in response to geopolitical uncertainty, including wars, conflicts and elections happening around the world.

"When you talk about global experience ... you need to trust somebody with a broader view that understands not only the international business perspective but would understand the political tension of the region and more broadly the political environment there," said Guylaine Saucier, board chair at the Institute for Governance of Private and Public Organizations and a director on several private and public boards in Canada and France.

[...]

Meanwhile, roughly one-third of S&#38;P 500 directors are non-U.S. nationals, down slightly from 35.3% last year, according to ESGauge. Companies should not take their eyes off directors from international backgrounds, Saucier said.

"You have to have somebody who understands intimately the culture of the country in which you are working," Saucier said. "It's essential because that's where you'll have really the best input, the most value from this board member."

After recruiting such directors, it's important to "take the time to ensure that even if [a director is] coming from a different culture, they will be able to work collegially with your board," Saucier said. This may mean explaining cultural nuances or traditions here in the U.S and being respectful of theirs, sources said.

Read more [5]

[1] https://www.agendaweek.com/c/4536584/596334?referrer_module=article&#38;highlight=geopolitical&#38;referring_content_id=4618024&#38;referring_issue_id=611094
[2] https://www.binghamton.edu/news/story/5057/new-business-research-binghamton-leadership-international-experience-improve-company-performance
[3] https://www2.deloitte.com/content/dam/Deloitte/us/Documents/2024-Fortune-Deloitte-CEO-Survey.pdf
[4] https://kpmg.com/kpmg-us/content/dam/kpmg/pdf/2024/kpmg-2024-us-ceo-outlook-pulse-survey.pdf
[5] https://www.agendaweek.com/c/4618024/611094]]></content>
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		<title>Shopify and the Problem of Shareholder “Approval” at Multi-Class Companies</title>
		<link>https://igopp.org/en/shopify-and-the-problem-of-shareholder-approval-at-multi-class-companies/</link>
		<comments>https://igopp.org/en/shopify-and-the-problem-of-shareholder-approval-at-multi-class-companies/#respond</comments>
		<pubDate>Wed, 07 Aug 2024 14:32:54 +0000</pubDate>
		<dc:creator><![CDATA[IGOPP Site web]]></dc:creator>
				<category><![CDATA[IGOPP in the Medias]]></category>
		<category><![CDATA[IGOPP in the medias]]></category>
		<category><![CDATA[Dual-class shares]]></category>
		<category><![CDATA[Proxy Advisors]]></category>
		<category><![CDATA[Say on Pay]]></category>

		<guid isPermaLink="false">https://igopp.org/shopify-and-the-problem-of-shareholder-approval-at-multi-class-companies/</guid>
		<description><![CDATA[Media reporting can make proxy season seem more dramatic than it is. While breathless coverage of board strife, impossibly high executive pay figures and shareholder activism at well-known companies is the norm, the overwhelming majority of director election and executive compensation proposals pass with majorities of 90% and upwards. The handful of proposals that fail [&#8230;]]]></description>
		<content><![CDATA[Media reporting can make proxy season seem more dramatic than it is. While breathless coverage of board strife, impossibly high executive pay figures and shareholder activism at well-known companies is the norm, the overwhelming majority of director election and executive compensation proposals pass with majorities of 90% and upwards.

The handful of proposals that fail understandably draw headlines – yet many proposals opposed by a majority of shareholders fly under the radar. That’s because (with some notable exceptions [1]) most reporting fails to acknowledge how multi-class share structures, which give certain shares typically held by founders and insiders more voting power than those held by institutional and retail investors, obscure investor sentiment.

Proxy voting is highly technical in and of itself, and its ultimate influence on how companies are run is even more complicated. So why does the impact of multi-class share structures matter? Because giving insiders and founders disproportionate voting power often serves to effectively silence ordinary shareholders, threatens the agency and objectivity of the board and removes a key safeguard against excessive pay, related party transactions, and other potential misuses of investor capital.

In this post, we look at how inequitable voting rights influenced 2024 AGM results at Shopify, and at the broader impact of multi-class share structures on the board and its role.

Case Study: Shopify Inc.

Two years ago, Shopify controversially [2] implemented a “founder share” that gave CEO Tobi Lutke 40% voting rights indefinitely, even if his actual economic stake in the company goes down as low as ~2%. A majority of the company’s shares were voted against this arrangement – but because not all of the company’s shares had the same voting power, the founder share was nonetheless granted to Lutke.

At the 2024 AGM, Shopify’s now-cemented triple-class share structure again swung the vote on several proposals. Yet, as in 2022, most media coverage of the general meeting painted an incomplete picture of the results. A Financial Post headline on the day of the meeting read [3] “Shopify shareholders approve executive pay plan they were urged to reject” while thelogic.co reported [4] “Shopify shareholders approve executive pay plan, rejecting proxy push.” Shopify’s subsequent filings announced that all agenda items had been approved.

Like two years ago, the word “approve” is doing a lot of lifting.

According to S&#38;P Capital IQ, institutional investors currently hold 815,336,783 shares in Shopify, or 63.3% of the economic exposure to the company’s share price performance. This translates into roughly 40% voting power, equivalent to that of the founder-CEO who only holds 6.2% of company’s total outstanding equity.

If the multi-class structure were collapsed and all shares voted on a one-to-one basis, the results indicate that well under half of shareholders supported the pay proposals, with support ranging from 34% for the option plan to 45% for the advisory say on pay. Meanwhile, we calculate that the re-election of director Gail Goodman would only have received 57% support.



[...]

Impact on Transparency

It’s notable that we had to perform the above calculations to untangle vote results ourselves. Even proponents of multi-class share structures, like the Institute for Governance of Private and Public Organizations (“IGOPP”) in Canada (see “Policy Paper No. 11: The Case for Dual-Class of Shares [5]”, 2019), call for companies to disclose a breakdown of their voting results so that shareholders can more easily isolate the effect of the superior voting shares. The failure to provide such disclosure indicates that companies see value in opacity, and that directors who effectively owe their seat to the grace of the CEO are not in a position to extract even modest concessions.

Read more [6]

[1] https://www.theglobeandmail.com/business/commentary/article-rbi-dentalcorp-nuvei-agm-shareholder-votes/
[2] https://www.glasslewis.com/shopify-shareholders-approve-controversial-founder-share-with-the-help-of-the-existing-multiple-voting-shares/
[3] https://financialpost.com/news/retail-marketing/shopify-shareholders-approve-executive-pay-plan
[4] https://thelogic.co/briefing/shopify-shareholders-approve-executive-pay-plan-rejecting-proxy-push/?synckey=1948957d-bee6-4d85-9c95-dee765098202%3Fwpa_error_token%3Dtrue
[5] https://igopp.org/en/the-case-for-dual-class-of-shares-2/
[6] https://igopp.org/wp-content/uploads/2024/08/GLASSL2.pdf]]></content>
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		<title>‘There’s no war without cost’: Gildan’s proxy fight racked up US$77-million in expenses</title>
		<link>https://igopp.org/en/theres-no-war-without-cost-gildans-proxy-fight-racked-up-us77-million-in-expenses/</link>
		<comments>https://igopp.org/en/theres-no-war-without-cost-gildans-proxy-fight-racked-up-us77-million-in-expenses/#respond</comments>
		<pubDate>Thu, 01 Aug 2024 18:14:39 +0000</pubDate>
		<dc:creator><![CDATA[IGOPP Site web]]></dc:creator>
				<category><![CDATA[IGOPP in the Medias]]></category>
		<category><![CDATA[IGOPP in the medias]]></category>
		<category><![CDATA[Activime]]></category>
		<category><![CDATA[Activism]]></category>
		<category><![CDATA[Chief Executive Officer]]></category>
		<category><![CDATA[Proxy Advisors]]></category>
		<category><![CDATA[Succession]]></category>

		<guid isPermaLink="false">https://igopp.org/theres-no-war-without-cost-gildans-proxy-fight-racked-up-us77-million-in-expenses/</guid>
		<description><![CDATA[The nasty proxy fight that plunged Gildan Activewear Inc. into turmoil for nearly half a year and ended with the return of chief executive Glenn Chamandy cost the company US$76.8-million, delivering a US$33-million windfall for lawyers and other advisers in exchange for their expertise. The CEO calls it an “abusive” waste of money. The Canadian [&#8230;]]]></description>
		<content><![CDATA[The nasty proxy fight that plunged Gildan Activewear Inc. into turmoil for nearly half a year and ended with the return of chief executive Glenn Chamandy cost the company US$76.8-million, delivering a US$33-million windfall for lawyers and other advisers in exchange for their expertise. The CEO calls it an “abusive” waste of money.

The Canadian maker of T-shirts and fleece on Thursday published a financial accounting of the battle that climaxed this past spring between Gildan’s former board of directors and rebel shareholders led by U.S. investment firm Browning West. It lays bare the millions that were spent on lawyers, strategic advisers and consultants of all kinds as well as severance for departed executives in what the company believes is one of the most costly proxy fights in history.

“It was an abusive amount of money being spent,” Mr. Chamandy said in an interview with The Globe and Mail following the company’s second-quarter earnings report, his first since he was reinstated as CEO in late May. “For a small company like Gildan, it just doesn’t make a lot of sense.”

At Gildan, a board’s defeat offers lessons in shareholder management

Mr. Chamandy said the cost is a direct result of a former board that used aggressive tactics, launching three lawsuits against Browning West and agreeing to generous payouts for executives who are now no longer with the company. The board could have avoided the entire saga by communicating its thoughts on his leadership to investors instead of surprising them with a dismissal they opposed, he said.

[...]

As part of the legal and advisory fees, the new board is reimbursing Browning West for the costs it racked up in waging its dissident campaign, which total US$9.4-million. Mr. Chamandy said the move is justified because it largely amounts to the firm defending itself against attacks by the former board, which he said sought to entrench itself and therefore spent more than twice what Browning West spent on such fees.

That’s one view. Another is that the original board believed it was acting in good faith and in the best interest of the corporation when they removed the CEO, said Catherine McCall, CEO of the Canadian Coalition for Good Governance. The board would then naturally move to bolster that position.

“I wouldn’t think that you should fold if you firmly believe in the rightness of what you’re doing just because somebody comes along and challenges that,” Ms. McCall said.

Ex-CEO Glenn Chamandy finds his record scrutinized as Gildan’s shareholders mull leadership change

To put Gildan’s US$76.8-million proxy contest bill in perspective, Walt Disney Co. won a high-profile proxy battle earlier this year with activist investor Nelson Peltz that could cost the two sides US$70-million by the time the dust settles, The Wall Street Journal reported in February. Disney is several times the size of Gildan as measured by revenue and market capitalization. A separate shareholder battle by Mr. Peltz at Proctor &#38; Gamble Co. in 2017 cost an estimated US$60-million, the priciest ever at the time, the newspaper said.

Gildan’s expenses for the fight and its related leadership changes ate up US$57.2-million during the company’s second quarter alone. That’s equal to almost all of Gildan’s US$58.4-million in net earnings for the period.

“It’s a bit mind-blowing, but there’s no war without cost,” said François Dauphin, CEO of the Montreal-based Institute for Governance of Private and Public Organizations, adding the sum should have been expected given the intensity and length of the proxy fight.

“It was a confrontation of two visions for the future of the company,” Mr. Dauphin said. “And the jury is still out. We will see in a few years whether that cost was prohibitive or whether it was a good investment.”

Browning West has said a combination of operational improvements at Gildan, share buybacks and an improved executive compensation scheme could nearly double the company’s stock price to US$60 by the end of next year and propel it to US$100 within five years.

Read more [1]

[1] https://igopp.org/wp-content/uploads/2024/08/THERES1.pdf]]></content>
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		</item>
		<item>
		<title>Going public: a thing of the past?</title>
		<link>https://igopp.org/en/going-public-a-thing-of-the-past/</link>
		<comments>https://igopp.org/en/going-public-a-thing-of-the-past/#respond</comments>
		<pubDate>Tue, 16 Jul 2024 20:39:50 +0000</pubDate>
		<dc:creator><![CDATA[IGOPP Site web]]></dc:creator>
				<category><![CDATA[Reports & Studies]]></category>
		<category><![CDATA[Dual-class shares]]></category>
		<category><![CDATA[IPO]]></category>
		<category><![CDATA[Private governance]]></category>

		<guid isPermaLink="false">https://igopp.org/entree-en-bourse-un-reve-du-passe/</guid>
		<description><![CDATA[In Canada, 2023 was a lean year for new companies embarking on initial public offerings (IPOs) on the TSX, the country’s main stock exchange. In fact, only one company, Lithium Royalty Corp., proceeded with an IPO, raising about $150 million in March 2023. More than a year later, at the end of June 2024, no [&#8230;]]]></description>
		<content><![CDATA[In Canada, 2023 was a lean year for new companies embarking on initial public offerings (IPOs) on the TSX, the country’s main stock exchange. In fact, only one company, Lithium Royalty Corp., proceeded with an IPO, raising about $150 million in March 2023. More than a year later, at the end of June 2024, no new conventional[1] company has since been listed via IPO on the TSX. This is an abnormally long—even historic—period.

“The public markets are a great economic equalizer, allowing small retail investors, supported by appropriate investor protections, to participate directly in the growth of [the] economy” (Capital Markets Modernization Taskforce, 2021). Studies show that the size of a country’s capital market is positively correlated with its economic development (measured by the long-term real growth rate of GDP per capita), and that, in the case of stock markets, the relationship is estimated at 1:1 (Kaserer and Rapp, 2014). Healthy, attractive markets are essential, as they also promote innovation, economic diversification and greater sharing of created wealth, while making a country’s economy more resilient to shocks (European IPO Task Force, 2020).

For entrepreneurs, an IPO offers many advantages. First and foremost, of course, it is a means of financing growth, but it also enhances brand awareness and reputation (Pešterac, 2020). Compliance requirements imposed by regulators and stock market operators lend companies a high degree of credibility, making it much easier to recruit and retain employees and managers. It is also an undeniable plus when negotiating with local and foreign suppliers.

Of course, an IPO inevitably comes with additional costs associated with public disclosure requirements and other compliance obligations, not to mention the risk of hostile takeover attempts or having to deal with an attack from an activist shareholder. Table 1 lists some of the most frequently raised arguments for and against an IPO.

[1] A conventional company refers to a company with traditional business activities (manufacturing products, providing services, retailing, financial and banking services, etc.), which excludes financial vehicles such as exchange-traded funds, special-purpose acquisition companies, mutual funds, split-share companies, closed-end investment trusts, and so on.
]]></content>
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