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		<title>« Language office eyes probe after Air Canada English-only speech »</title>
		<link>https://igopp.org/language-office-eyes-probe-after-air-canada-english-only-speech/</link>
		<comments>https://igopp.org/language-office-eyes-probe-after-air-canada-english-only-speech/#respond</comments>
		<pubDate>Fri, 05 Nov 2021 15:10:18 +0000</pubDate>
		<dc:creator><![CDATA[IGOPP Site web]]></dc:creator>
				<category><![CDATA[IGOPP dans les médias]]></category>
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		<guid isPermaLink="false">https://igopp.org/language-office-eyes-probe-after-air-canada-english-only-speech/</guid>
		<description><![CDATA[« Michael Rousseau’s first speech to business leaders in Montreal was supposed to be his coming out party, a chance for Air Canada new chief executive to build credibility and tell the story of an airline – a pillar of the Quebec economy – in recovery mode. Instead, the CEO’s English-only talk, during which he revealed [&#8230;]]]></description>
		<content><![CDATA[« Michael Rousseau’s first speech to business leaders in Montreal was supposed to be his coming out party, a chance for Air Canada new chief executive to build credibility and tell the story of an airline – a pillar of the Quebec economy – in recovery mode. Instead, the CEO’s English-only talk, during which he revealed that he’s not comfortable speaking in French even after living in the city for more than a decade, has become a public relations nightmare for his employer.
Canada’s Commissioner of Official Languages, Raymond Théberge, said in an interview on Friday that his office has received about 1,000 complaints about the speech and is now weighing whether to launch an investigation. He said his office warned the company days in advance to rethink the CEO’s plan to communicate in English.
“The depth of the reaction shows to what point he’s touched a very sensitive nerve with the francophone public,” Mr. Théberge said. “It’s very much a leadership issue.”
Mr. Rousseau’s admission has also become a political problem for Air Canada, which is federally regulated. Prime Minister Justin Trudeau and Quebec politicians from across the political spectrum have criticized the airline publicly.
In his speech Wednesday to the Chamber of Commerce of Metropolitan Montreal, Mr. Rousseau made a few words of introduction in French before switching to English. While answering questions from reporters after the event, he was asked in French: “How does one live in Montreal for more than 14 years speaking very approximative French?” His answer, in English: “Could you redo that in English?
[...]
As a federally regulated corporation, Air Canada is subject to Canada’s Official Languages Act, which means it has to communicate and deliver services to the public in both English and French. There is no obligation in the act for Air Canada’s CEO to be able to speak French.
The question now is whether Mr. Rousseau’s speech constitutes a communication with the public. If the Commissioner of Official Languages finds Air Canada at fault, his enforcement options are limited: he only has the power to make recommendations for change to the airline.
The federal government had previously been working on an update to the Official Languages Act that would include strengthening the commissioner’s enforcement powers. Following this incident, Quebec has called on Ottawa to make sure any overhaul includes a closer watch on Air Canada.
Air Canada’s board of directors as a whole is responsible for appointing the CEO, according to the board’s charter. A description of the CEO position on the company’s website, dating from November, 2006, makes no mention of knowing French as a condition of employment.
John Gradek, a former Air Canada manager who teaches aviation leadership at McGill University, said the airline’s board members now have to answer for Mr. Rousseau’s comments and whether they understood the implications of hiring a non-French-speaking CEO. He said Ottawa can “exert some muscle” as a shareholder if the government feels this is an unsalvageable situation.
François Dauphin, chief executive of Montreal’s Institute for Governance of Private and Public Organizations, said Mr. Rousseau had been “very clumsy” in his role as the public-facing guardian of Air Canada’s culture, which includes bilingualism. But he said the board also failed to coach the CEO in the importance of bilingualism to the wider community. »
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[1] https://igopp.org/wp-content/uploads/2021/11/Language-office-eyes-probe-after-Air-Canada-English-only-speech-The-Globe-and-Mail_November-2021.pdf]]></content>
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		<item>
		<title>« Canada’s top CEOs will make $50K before noon on Jan. 2 »</title>
		<link>https://igopp.org/canadas-top-ceos-will-make-50k-before-noon-on-jan-2/</link>
		<comments>https://igopp.org/canadas-top-ceos-will-make-50k-before-noon-on-jan-2/#respond</comments>
		<pubDate>Tue, 02 Jan 2018 16:03:31 +0000</pubDate>
		<dc:creator><![CDATA[IGOPP Site web]]></dc:creator>
				<category><![CDATA[IGOPP dans les médias]]></category>
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		<description><![CDATA[« If they were to live on the average worker’s pay, Canada’s CEOs could stop working at around 11 a.m. on Jan. 2 and take the rest of the year off. That’s because by 10:57 a.m. on the second day of the year, their earnings will have already hit $49,738, the equivalent of the country’s [&#8230;]]]></description>
		<content><![CDATA[« If they were to live on the average worker’s pay, Canada’s CEOs could stop working at around 11 a.m. on Jan. 2 and take the rest of the year off. That’s because by 10:57 a.m. on the second day of the year, their earnings will have already hit $49,738, the equivalent of the country’s average wage, according to research by the Canadian Centre for Policy Alternatives (CPPA).

Canada’s CEO pay broke a new record in 2016, with the 100 top-paid chief executives of publicly traded companies netting $10.4 million on average, or 209 times the average income, the CPPA said in its latest annual survey of chief executives’ compensation. In 2015, the average CEO pay was $9.6 million, or 193 times more than what the average Canadian made.

[ ... ]

Looking at the median, which represents the mid-point of the pay distribution, means values won’t be skewed by a few CEOs who outearn the rest by a large margin, said Yvan Allaire, executive chair of IGOPP and author of its executive pay reports.

Indeed, the median CEO pay based on the CCPA’s ranking of the 100 best paid CEOs was $8.3 million, Allaire noted.

[ ... ]

Ottawa should eliminate that special tax treatment for shares handed out to executives as part of their pay, both the CCPA and Allaire said.

There is no reason to treat capital gains from those shares any differently than employment income, Allaire told Global News. “This looks like compensation and it should be treated like compensation,” he said.  »

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[1] https://globalnews.ca/news/3941314/canada-ceo-pay-2016-ccpa/?utm_medium=email&#38;utm_content=VvSXbO0tzX5Mz4IgxNHbIo6DWhFkE05rFyA3uRRnFbVNusuJerVIss0s6_QKQoX_]]></content>
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		<title>« How a proposed new ‘right’ for shareholders could badly damage corporate boards »</title>
		<link>https://igopp.org/who-should-pick-board-members-3/</link>
		<comments>https://igopp.org/who-should-pick-board-members-3/#respond</comments>
		<pubDate>Thu, 07 Dec 2017 15:52:15 +0000</pubDate>
		<dc:creator><![CDATA[IGOPP Site web]]></dc:creator>
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		<guid isPermaLink="false">https://igopp.org/who-should-pick-board-members-3/</guid>
		<description><![CDATA[« 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 [&#8230;]]]></description>
		<content><![CDATA[« 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, unless some Damocles sword is installed over their heads.

By the end of the 2017 proxy season, 60% of S&#38;P 500 companies had, voluntarily or forcibly, adopted proxy access for board nominations. The following provisions have become standard: ownership of 3% of a company’s voting shares for at least three years, and the right to nominate up to 20% of the board by a shareholder or group of up to 20 shareholders.

This access to voting proxies is about to become an integral part of corporate governance in Canada. All banks have come on board, though still claiming that the existing legal threshold of 5% should be maintained.

The Canadian Coalition for Good Governance (CCGG) has now come out swinging in support of this practice for all publicly traded companies. (Janet McFarland and James Bradshaw, Globe and Mail; November 30th 2017)

It is very unlikely that major corporations will try to oppose the movement as many institutional investors are fiercely supportive of this measure. However, the eventual impact of this initiative on corporate governance raises important issues that seem totally absent from the discussions around this new “right” of shareholders.

Proxy access may have adverse effect on internal board dynamics 

Shareholder access to the director nomination process brings forth a host of issues related to its application as well as a significant risk of adverse effects on board dynamics including:

 	A partial takeover of a responsibility historically assumed exclusively by the board;
 	the implicit belief that directors are only accountable to the shareholders and have a duty to promote exclusively the interests of shareholders, in spite of two Supreme court’s interpretation of the board’s responsibility to include other stakeholders;
 	the reputational issues of the directors submitted to a contested election and the self‑protective behaviour this would bring about;
 	the actual risk of secret negotiations being held between management and investors who are intending to propose nominees;
 	the overwhelming influence accruing to proxy voting advisory firms, whose clients would expect their voting recommendations on the nominees;
 	the risk that the independence of directors nominated by shareholders would be compromised or so perceived;
 	the risk of creating factions and a poisonous atmosphere within the board, which would hinder the proper functioning of the board;
 	the risk of ending up with a board deficient in relevant experience or competence;
 	the risk that the process be hijacked by single-issue groups of shareholders.

The consequences for an individual director being very publicly voted out of a board would be significant and painful, both in economic and reputational terms; this is true for both incumbent nominees and the new nominees proposed by the shareholders.

Faced with the risk and arbitrary nature of a contested election, the directors would try to promote their personal contributions with institutional investors (and proxy advisors), thus generating an unhealthy competition among colleagues. In any event, how would the thousands of shareholders, called upon to choose between several nominees, decide for which nominees to vote, which nominees to dismiss when the voting proxy contains more nominees than available seats?

Smaller institutional funds may well come to rely on proxy advisors (such as ISS or Glass Lewis), again increasing by tenfold the influence of these outfits on the governance of public corporations. These proxy advisors will propose, as per their usual practice, some obvious, measurable criteria to make this choice: age of the directors, number of years as a member of the board, which are, in fact, arbitrary criteria, uncorrelated with actual performance.

Even more likely, boards of directors will initiate discussions and negotiations with institutional investors who have indicated their intention to propose their own nominees in an effort to reach common ground. These secret negotiations are likely to result in some of the nominees proposed by institutional investors becoming the nominees of management and some current directors presumably viewed, more or less deservedly, as being weaker (older, longer tenure) forcibly retired.

Anyone believing that this process is likely to produce stronger boards in the long run needs to consider anew the risks imposed on current and prospective board members as well as the likely impact on the climate and dynamics of boards.

This list of plausible consequences from granting shareholders the right to propose their nominees for the board should give pause to this seemingly unstoppable rush and get some thoughtful governance specialists to push back. »

&#160;

Les opinions exprimées dans ce texte n'engagent que l'auteur.
]]></content>
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		<item>
		<title>&#171;&#160;Quebec nationalists enraged by $3.2B sale of Rona ‘jewel’ to U.S.-based Lowe’s&#160;&#187;</title>
		<link>https://igopp.org/quebec-nationalists-enraged-by-3-2b-sale-of-rona-jewel-to-u-s-based-lowes-2/</link>
		<comments>https://igopp.org/quebec-nationalists-enraged-by-3-2b-sale-of-rona-jewel-to-u-s-based-lowes-2/#respond</comments>
		<pubDate>Thu, 04 Feb 2016 20:23:27 +0000</pubDate>
		<dc:creator><![CDATA[mlamnini]]></dc:creator>
				<category><![CDATA[IGOPP dans les médias]]></category>
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		<category><![CDATA[Offres d'achat hostiles]]></category>
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		<guid isPermaLink="false">https://igopp.org/?p=5936</guid>
		<description><![CDATA[&#171;&#160;MONTREAL — News coverage of Rona Inc. in recent years has described the Quebec-based hardware chain as “embattled,” “under-performing,” “struggling” and “slumping.” [&#8230;] Yvan Allaire, president of the Montreal-based Institute for Governance, considers himself a nationalist when it comes to protecting key industries. For example he opposed Rio Tinto’s 2007 takeover of Alcan, which saw [&#8230;]]]></description>
		<content><![CDATA["MONTREAL — News coverage of Rona Inc. in recent years has described the Quebec-based hardware chain as “embattled,” “under-performing,” “struggling” and “slumping.”

[...]

Yvan Allaire, president of the Montreal-based Institute for Governance, considers himself a nationalist when it comes to protecting key industries. For example he opposed Rio Tinto’s 2007 takeover of Alcan, which saw the head office leave Montreal along with decision-making over which smelters would remain in operation.

“Alcan was the kind of company you could really get upset about, a huge company with a huge headquarters,” Allaire said. “Here we’re talking about a retail establishment being replaced by another retail establishment, but the name will be kept and so on.”"

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[1] http://news.nationalpost.com/news/canada/quebec-nationalists-enraged-by-3-2b-sale-of-rona-jewel-to-u-s-based-lowes]]></content>
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