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	<title>IGOPPSuccession &#8211; IGOPP</title>
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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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		<item>
		<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>
		<title>Gildan says allegations by key shareholder Browning West violated U.S. securities law</title>
		<link>https://igopp.org/en/gildan-says-allegations-by-key-shareholder-browning-west-violated-u-s-securities-law/</link>
		<comments>https://igopp.org/en/gildan-says-allegations-by-key-shareholder-browning-west-violated-u-s-securities-law/#respond</comments>
		<pubDate>Fri, 15 Mar 2024 02:13:24 +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[Activism]]></category>
		<category><![CDATA[Activisme]]></category>
		<category><![CDATA[Chef de la direction]]></category>
		<category><![CDATA[Chief Executive Officer]]></category>
		<category><![CDATA[Relève]]></category>
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		<guid isPermaLink="false">https://igopp.org/gildan-says-allegations-by-key-shareholder-browning-west-violated-u-s-securities-law/</guid>
		<description><![CDATA[Gildan Activewear is accusing one of its largest shareholders of violating American securities law and has asked the regulator to investigate allegations that the investor has been spreading falsehoods about the Montreal-based clothing maker’s new chief executive, Vince Tyra. In a letter sent to the U.S. Securities and Exchange Commission late Thursday, Gildan alleged that U.S. [&#8230;]]]></description>
		<content><![CDATA[Gildan Activewear is accusing one of its largest shareholders of violating American securities law and has asked the regulator to investigate allegations that the investor has been spreading falsehoods about the Montreal-based clothing maker’s new chief executive, Vince Tyra.
In a letter sent to the U.S. Securities and Exchange Commission late Thursday, Gildan alleged that U.S. investment fund Browning West made “false and highly prejudicial personal attacks against Mr. Tyra and the board” as part of its campaign to take control of Gildan’s board of directors and remove Mr. Tyra as CEO. Browning West wants Glenn Chamandy reinstalled as chief executive.
The move is an escalation of an increasingly vicious battle between Gildan and Browning West, which this week saw each side issue public statements condemning the other.




Specifically, Gildan has accused Browning West of mischaracterizing the nature of a relationship Mr. Tyra had with a female executive at Gildan, which occurred 20 years ago and at a different company.




On Wednesday, Browning West issued a statement raising questions about whether Gildan’s board had properly considered whether “Mr. Tyra’s seemingly inappropriate relationship with a subordinate” would create “undue conflicts and risk for Gildan shareholders and employees.”
Gildan alleged in its letter to the regulator that Browning West has violated a section of the securities act that bans individuals from making untrue or misleading statements in connection with the purchase or sale of a security.
Gildan pointed to a recent story published in the New York Post – which recounted information contained in a report from management-analysis company Paragon Intel – that alleged Mr. Tyra had an affair with the female subordinate. Browning West said it had no involvement in the Paragon Intel report.
However, Mr. Tyra and the female executive – Patti Lambert Simetz, who is Gildan’s vice-president, distributor sales – told The Globe and Mail that the Post story was a mischaracterization of the relationship.
Both Mr. Tyra and Ms. Simetz said they dated briefly in 2002 during a period when they were both single. The three-month relationship was not an office secret and there were no rules about interoffice romances. After splitting, the pair remained friends, although as their careers took them in different directions, they did not stay in regular touch.
On Wednesday, Gildan accused Browning West of planting the Post article.
[...]
François Dauphin, chief executive of Montreal’s Institute for Governance of Private and Public Organizations, said this week marked the beginning of an acrimonious phase of a proxy fight.
“Digging into the past of targeted individuals is a tactic frequently used by shareholder activists, whose objective is to keep the debate present in the media and in the public eye, and in this case to discredit the current CEO and those who named him,” he said.
However, Mr. Dauphin noted that investors seemed unfazed by the Tyra relationship narrative, with Gildan’s stock up about 2 per cent on both the New York and Toronto stock exchanges since the Post article went online Tuesday night.
The fight will come to a head in May when shareholders will be asked to vote on the future of the company.
Read more [1]

[1] https://igopp.org/wp-content/uploads/2024/03/Gildan-says-allegations-by-key-shareholder-Browning-West-violated-U.S.-securities-law-The-Globe-and-Mail_March-2024.pdf]]></content>
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		</item>
		<item>
		<title>Parity and Diversity on Boards of Directors</title>
		<link>https://igopp.org/en/parity-and-diversity-on-boards-of-directors/</link>
		<comments>https://igopp.org/en/parity-and-diversity-on-boards-of-directors/#respond</comments>
		<pubDate>Wed, 19 Oct 2022 13:32:47 +0000</pubDate>
		<dc:creator><![CDATA[IGOPP Site web]]></dc:creator>
				<category><![CDATA[Policy Papers]]></category>
		<category><![CDATA[Diversity]]></category>
		<category><![CDATA[Succession]]></category>

		<guid isPermaLink="false">https://igopp.org/?p=14898/</guid>
		<description><![CDATA[Diversity and inclusion notions have come to the forefront in recent years, and the issues of board representation have extended well beyond gender. Pressures on boards to display diversity are multiple. Some classes of institutional investors are outspoken in this regard, using their shareholder clout to demand change. It is primarily on the premise that [&#8230;]]]></description>
		<content><![CDATA[Diversity and inclusion notions have come to the forefront in recent years, and the issues of board representation have extended well beyond gender.

Pressures on boards to display diversity are multiple. Some classes of institutional investors are outspoken in this regard, using their shareholder clout to demand change.

It is primarily on the premise that diversity avoids therisk of a decision-making process that is vitiated by too much homogeneity and complacency, that diversity is considered an essential feature of board composition.

The selection of new directors is predicated on the evaluation of multivariate criteria, and each nomination must be thought through by weighing its effects on the various dimensions of the board’s diversity, without neglecting the usual considerations.

This policy paper, which you can download from this link [1], considers various aspects of the concept of “diversity” and makes recommendations that we hope will make a useful contribution to the debate on this issue.

[1] https://igopp.org/wp-content/uploads/2022/10/IGOPP_PP_PariteDiversiteCA_PP12_EN_v4_WEB.pdf]]></content>
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		<item>
		<title>Five years after the adoption of Bill 53</title>
		<link>https://igopp.org/en/five-years-after-the-adoption-of-bill-53/</link>
		<comments>https://igopp.org/en/five-years-after-the-adoption-of-bill-53/#respond</comments>
		<pubDate>Wed, 11 May 2011 14:47:17 +0000</pubDate>
		<dc:creator><![CDATA[mlamnini]]></dc:creator>
				<category><![CDATA[Reports & Studies]]></category>
		<category><![CDATA[Diversity]]></category>
		<category><![CDATA[Independence of Board members]]></category>
		<category><![CDATA[Public governance]]></category>
		<category><![CDATA[Succession]]></category>

		<guid isPermaLink="false">http://aimta712.org/?p=1873</guid>
		<description><![CDATA[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 [&#8230;]]]></description>
		<content><![CDATA[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 believes that some improvements are needed. Bilan de la Gouvernance des Sociétés d’État, which was prepared by the IGPPO’s chairman Yvan Allaire, puts forward ten recommendations to improve governance quality:

The current law only targets 23 provincially-owned corporations however there are dozens of other organizations with large budgets that should be subject to greater transparency norms.

The law states that 2/3 of board members need to be independent, however the government still has not provided a definition of independence.

The boards of directors should make public profiles that list the expertise and competencies sought out in board members. The organization should also indicate how existing members’ qualifications rate relative to the targeted profile.

The IGPPO provides guidelines for analyzing candidacies from persons identified with the political party in power and/or who have continued financially to it.

State-owned corporations should all make public their strategic plans on the Internet and mention whether they have been approved by government.

The annual reports of state-owned corporations should be published quickly and the constraining requirement that these be tabled in the National Assembly while it is in session be removed, because this requirement imposes unnecessary delays.

The Internet sites of state owned corporations should include on the main page a button-link labeled “governance” where pertinent information can be found.

The government should better respect the governance of state-owned corporations and no longer repeat the experience of Bill 100, where specific budget cut measures were imposed without distinction between organizations. Each board of directors should decide on its own the organization’s way of contributing to the government’s objectives.

The Quebec government should consolidate its operations in a “State Ownership Agency,” through which politicians and civil servants can liaise with the heads of the state owned corporations.

The IGPPO wishes to highlight the exemplary efforts made by the government, which enabled the percentage of women on boards to increase from 27.5% to 45.8% in just 54 months. The parity objective as outlined in the law will thus likely be met by December 14, 2011.
]]></content>
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		<item>
		<title>Pushing for Change : A 40% Gender Equality Target for Corporate Boards</title>
		<link>https://igopp.org/en/pushing-for-change-a-40-gender-equality-target-for-corporate-boards/</link>
		<comments>https://igopp.org/en/pushing-for-change-a-40-gender-equality-target-for-corporate-boards/#respond</comments>
		<pubDate>Mon, 15 Jun 2009 20:11:25 +0000</pubDate>
		<dc:creator><![CDATA[mlamnini]]></dc:creator>
				<category><![CDATA[Press Releases]]></category>
		<category><![CDATA[Diversity]]></category>
		<category><![CDATA[Succession]]></category>

		<guid isPermaLink="false">http://aimta712.org/?p=1497</guid>
		<description><![CDATA[Today, the IGPPO releases a policy paper that includes key practical proposals to increase the number of qualified women directors on corporate boards in Quebec and Canada Currently, corporate boards of directors are not taking full advantage of the benefits that qualified and competent women can bring. Representation by both genders on corporate boards should [&#8230;]]]></description>
		<content><![CDATA[Today, the IGPPO releases a policy paper that includes key practical proposals to increase the number of qualified women directors on corporate boards in Quebec and Canada

Currently, corporate boards of directors are not taking full advantage of the benefits that qualified and competent women can bring. Representation by both genders on corporate boards should thus be increased to a minimum of 40%.

The Institute for Governance of Private and Public Organizations proposes five major Recommendations to enhance the representation of women on corporate boards.

&#160;

For any information or to request an interview:

Majida Lamnini
Director, Strategic Initiatives, IGOPP

514.439.9301

mlamnini@igopp.org [1]

[1] https://igopp.orgmailto:mlamnini@igopp.org]]></content>
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		</item>
		<item>
		<title>The Status of Women Corporate Directors in Canada</title>
		<link>https://igopp.org/en/the-status-of-women-corporate-directors-in-canada/</link>
		<comments>https://igopp.org/en/the-status-of-women-corporate-directors-in-canada/#respond</comments>
		<pubDate>Mon, 30 Mar 2009 19:11:12 +0000</pubDate>
		<dc:creator><![CDATA[mlamnini]]></dc:creator>
				<category><![CDATA[Policy Papers]]></category>
		<category><![CDATA[Diversity]]></category>
		<category><![CDATA[Succession]]></category>

		<guid isPermaLink="false">http://aimta712.org/?p=1599</guid>
		<description><![CDATA[Corporate boards of directors are not taking full advantage of the benefits that including qualified, competent women can bring. Representation by both genders on corporate boards should thus be increased to a minimum of 40%. These are the key recommendations included in an IGPPO policy paper. The report also recommends that the gender balancing process [&#8230;]]]></description>
		<content><![CDATA[Corporate boards of directors are not taking full advantage of the benefits that including qualified, competent women can bring. Representation by both genders on corporate boards should thus be increased to a minimum of 40%. These are the key recommendations included in an IGPPO policy paper.

The report also recommends that the gender balancing process should take place gradually, with target dates set based on the pace at which organizations appoint new directors, and must not be done at the expense of board quality. Companies should also integrate diversity and gender equality into their corporate policies and report regularly on their progress.

Since 1990, the percentage of women directors on boards of North American publicly- traded corporations had stalled at 15%.

According to Dr. Yvan Allaire, Chair of the Board of Directors of the Institute for Governance of Private and Public Organizations (IGPPO), "The proportion of women directors remains low despite the fact that the reasons invoked to explain this situation – perhaps plausible in years past- have since become largely excuses or equivocations ."

The policy paper was prepared by a working group made up of IGPPO board members. The group was chaired by Monique Lefebvre Ph.D., a well-known psychologist who specializes in executive coaching. The report was later approved by the full IGOPP board (with one dissenting vote).

"After two decades of minimal progress, it is time to increase gender balance on corporate boards in Quebec and the rest of Canada,” said Lefebvre. “The governance of companies benefits from the balanced perspectives of men and women oin their board.

The Report makes the obvious point that competence remains an essential quality for all board members, whether male or female.

The IGOPP policy paper makes five major recommendations to help increase the number of qualified women directors on corporate boards in Quebec and Canada:

1. A 40% gender equality target for corporate boards

The IGOPP policy paper recommends that Canadian companies strive for a minimum of 40% representation of both genders on their boards. Achieving this target should be calibrated to the pace of change in board membership for each particular company.

2. Integration of gender diversity into corporate strategies

Companies should systematically seek out and compile a list of potential women candidates to replace outgoing board members. The nomination committee and the board of directors should thus establish competency profiles for potential new members in order for the board to add value to the organization.

3. Use of professional recruitment firms

Identifying and recruiting qualified women candidates as potential replacements for outgoing directors may require the use of outside recruitment firms. To increase the pool of potential candidates, recruitment efforts should extend beyond individuals who are already directors or chief executive officers of other major corporations.

4. Disclosure

The Working Group recommends that companies evaluate their progress with respect to women representation on their board and make this information public and easily accessible. Boards should adopt a long-term succession plan for board membership, which would include measures and timelines to raise the representation of women. The company's annual report should describe these measures and report on progress achieved over the years.

5. Coaching

The report’s final recommendation is that the board chair or a senior director should work closely with incoming board members to ensure their integration and to familiarize them with the dynamics and culture of that particular board.

The Group advocates a gradual voluntary approach rooted in a clear commitment to increasing the proportion of women on corporate boards at an accelerated rate. "The recommendations do not involve legal mandates forcing companies to increase the number of their women directors. The goal is to help companies recognize the benefits that greater diversity can bring," concludes Dr. Lefebvre.
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