“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 […]

Mergers and acquisitions are well-choreographed ballets. Both companies call on financial and legal advisers. The board of the target company sets up an independent committee, which promptly retains its own independent legal and financial advisers. Financial advisers produce an opinion letter assuring all and sundry that the price offered is a fair one for the […]

By the late 2000s, independent directors were in the majority on the boards of almost every type of U.S. organization. While this achievement may have improved corporate governance, it was not the panacea that some had anticipated, as subsequent events like the financial crisis of 2008 brought down even some of the best governed corporations. […]

That boards should be made up of a majority of independent members, that goal has been achieved in almost every type of organization. While this achievement did undoubtedly raise the quality of governance, it turned out that «independent boards» were not the cure-all medicine that some anticipated. Already in 2008 in a policy paper on […]

Montreal, June 7, 2017 – Today, the Institute for Governance (IGOPP) is publishing a policy paper entitled: From independent to legitimate and credible – The challenge facing boards of directors. Back in 2008, IGOPP had noted that, despite its presumably crucial role and its omnipresence, the concept of «independent» board members lent itself to several […]

By the late 2000s, the goal that boards should be made up of a majority of independent members had been achieved in almost every type of organization. While this achievement may have raised the quality of governance, it turned out that independent boards were not the panacea that some had anticipated. Events since, in particular […]

There is a frenzied rush to get/give a new ‘right” to shareholders, the right to put up their own nominees for board membership. Boards of directors, so goes a dominant opinion, are not to be fully trusted to pick the right kind of people as directors or to shift the membership swiftly as circumstances change, […]

There’s been a substantial turnover of university leaders recently in Quebec, and finding replacements has sometimes proven difficult. No fewer than nine university institutions in Quebec have seen their executive head depart since 2015. Several of the rectors – the term used for university presidents in Quebec – left their posts after a single mandate […]

Montreal, June 8, 2017 – The Institute for Governance (IGOPP) is unveiling today the results of a study about the quality of governance at 46 Quebec State-owned enterprises, which collectively have revenues of $63 billion, employ some 65,000 people, receive more than $4 billion in subsidies and generate more than $4 billion in dividends for the […]

Board members with extensive experience readily observe, and often comment, that the quality of governance and a board’s effectiveness result as much from subtle, dynamic, intangible factors as from strict observance of the fiduciary and formal aspects of governance. These factors take shape in social interaction among members, in the style of the Chair’s leadership, […]

Did the quest, one might dare say the obsession, with implementing “good” governance in public corporations result in better stock market performances for those companies that have adopted the best governance practices? Numerous studies, mostly American, have tried to show a convincing relationship between governance and performance, usually with disappointing results. Indeed, it is not […]

The board of the Institute for Governance (IGOPP) unanimously approved a Policy paper on Proxy Access by Shareholders to the Director Nomination Process. The prerogative to nominate the members of the board, which has historically been the sole responsibility of boards of directors, has now been challenged by institutional funds determined to acquire the right, […]

Proxy access by shareholders raises numerous issues and potential adverse effects on governance The traditional view of corporate governance, anchored in law and customs, grants to the board of directors, once elected by shareholders, the responsibility of making all decisions in the interest of the corporation. That responsibility and accountability include, inter alia, appointing senior […]

The requirements in credibility, availability and legitimacy of board members have increased substantially since 2000. In that context, directors’ compensation and its impact on their conduct and decisions become salient issues. Yet, directors’ compensation remains a little examined topic of governance. This is why the Institute for Governance (IGOPP) has produced a report prepared by […]

The requirements in credibility, availability and legitimacy of board members have increased substantially since 2000. In that context, directors’ compensation and its impact on their conduct and decisions become salient issues. Yet, directors’ compensation remains a little examined topic of governance. This is why the Institute for Governance (IGOPP) has produced a report prepared by […]

In a recent commentary in The Globe and Mail, Gwyn Morgan, the former chair of the board of SNC-Lavalin, gives us his take on what happened within the engineering giant and offers some advice to improve corporate governance. The gist of his piece bears on how hard working and diligent the chairman and the board […]