WORKSHOP C
Reinventing the Governance Office: The Corporate
Secretary as the Board Information Officer
Alex Todd & Max Carbone August 20, 2012
The Canadian Society of Corporate Secretaries
14th Annual Corporate Governance Conference The Fairmont Hotel Vancouver | Vancouver, BC | August 19 - 22, 2012
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The Canadian Society of Corporate Secretaries
14th Annual Corporate Governance Conference The Fairmont Hotel Vancouver | Vancouver, BC | August 19 - 22, 2012
Agenda
Objectives Approach Your Input - from survey Workshop
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The Canadian Society of Corporate Secretaries
14th Annual Corporate Governance Conference The Fairmont Hotel Vancouver | Vancouver, BC | August 19 - 22, 2012
Objectives
To agree on actions you can take
toward creating your ideal governance office.
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The Canadian Society of Corporate Secretaries
14th Annual Corporate Governance Conference The Fairmont Hotel Vancouver | Vancouver, BC | August 19 - 22, 2012
Approach Agree on your: 1. Ideal Governance System 2. Ideal Governance Office 3. High Priority Gaps
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Your Input Ideal Governance System
Ideally, board directors rely primarily on relevant business experience to exercise their fiduciary duties. 1<=>5 Ideally, board directors rely primarily on reason, informed by multiple diverse sources of information (including experience) to exercise their fiduciary duties.
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Ideally, boards rely primarily on reason
Your Comment: Don't forget "strong moral compass" along with reason. Most boards don't fail because they're inept: they fail because they forget or deliberately ignore the meaning and purpose behind fiduciary responsibility.
Implications:
• Information
• Decision-making criteria
• Cognitive capacity
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Your Input Ideal Governance System
Ideally, boards rely primarily on reason
Ideally, only shareholders can vote at an AGM. 1<=>5 Ideally, only committed and strategic shareholders and stakeholders can vote at an AGM.
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Your Input Ideal Governance System
Ideally, only shareholders can vote at an AGM
Your Comment: I waver on this one only because the logistics involved in identifying, fairly and inclusively, which stakeholders should be involved, and ensuring they are fully educated and capable of participating, is a little overwhelming. Still support the vision, but attention to practicalities is essential.
Implications: Governance professionals appear to be open to the possibility of opening the AGM to stakeholders
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Your Input Ideal Governance System
Ideally, only shareholders can vote at an AGM
Ideally, corporations maximize shareholder value. 1<=>5 Ideally, corporations maximize economic value.
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Your Input Ideal Governance System
Ideally, corporations don’t necessarily maximize shareholder value
Your Comment: Need to find a balance between maximizing shareholder value and consider all stakeholders, the corporation, employees, environment, community, etc.
Implications: Stakeholder value is a valid consideration in the ideal governance system
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Your Input Ideal Governance System
Ideally, corporations don’t necessarily maximize shareholder value
Ideally, corporate governance primarily serves shareholders' interests. 1<=>5 Ideally, corporate governance primarily serves committed stakeholders' interests.
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Your Input Ideal Governance System
Ideally, corporate governance serves committed stakeholder interests
Your Comment: It can't be one or the other. If shareholders are included in the basket of "committed stakeholders", then I agree with the second statement… Too often short-term shareholder returns are used as justification for short-term decision-making.
Implications: Corporate governance needs to consider the interests of committed shareholders and other stakeholders
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Your Input Ideal Governance System
Ideally, corporate governance serves committed stakeholder interests
The Canadian Society of Corporate Secretaries
14th Annual Corporate Governance Conference The Fairmont Hotel Vancouver | Vancouver, BC | August 19 - 22, 2012
Your Input Ideal Corporate Boards
• Independently minded • Engage with all critical and strategic
stakeholders • Maximize strategic rather than stock
performance • Compensate executives on principled
performance
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Your Input Ideal Governance Office
Ideally, the governance committee directs the governance office on matters of optimizing board performance. 1<=>5 Ideally, the governance office mentors the governance committee on optimizing board performance.
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Ideally, the governance office mentors the governance committee
Your Comment: It is likely that the governance office staff are the "experts" in governance principles, practices and requirements. Ideally the Chair of the governance committee also is very knowledgeable. The staff provides research, evidence, and recommendations to assist and facilitate the Committee's work in enabling the Board's governance.
Implications: The governance office needs to provide professional corporate governance leadership to the board and management
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Your Input Ideal Governance Office
Ideally, the governance office mentors the governance committee
5. Boards do not have a plan to evolve their corporate governance systems. 1<=>5 Boards have a plan to evolve their corporate governance systems.
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Your Input Board Performance
No plan to evolve corporate governance systems
Your Comment: Ideally, the governance office should continually strive to facilitate and enhance the board's governance role and practices.
Implications: Boards could use some help evolving their corporate governance systems, possibly toward best practices
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Your Input Board Performance
No plan to evolve corporate governance systems
The Canadian Society of Corporate Secretaries
14th Annual Corporate Governance Conference The Fairmont Hotel Vancouver | Vancouver, BC | August 19 - 22, 2012
Your Input High Priority Gaps
1. Governance systems need to become more stakeholder oriented
2. Corporate boards need to become more strategic about evolving their corporate governance systems
3. Governance offices need to improve their ability to guide boards in evolving their governance systems
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The Canadian Society of Corporate Secretaries
14th Annual Corporate Governance Conference The Fairmont Hotel Vancouver | Vancouver, BC | August 19 - 22, 2012
Workshop
Create your ideal governance office.
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The Canadian Society of Corporate Secretaries
14th Annual Corporate Governance Conference The Fairmont Hotel Vancouver | Vancouver, BC | August 19 - 22, 2012
Thank you for participating!
Alex Todd - [email protected] Max Carbone - [email protected]
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