Keynote speech to Canadian Society of Corporate Secretaries

Corporate Governance After the Financial Crisis: An Update August 23, 2010 Canadian Society for Corporate Secretaries by: Richard Leblanc, PhD Agenda 2   1. Regulation;   2. Nominating / Governance;   3. Risk Governance;   4. Governance of Compensation;   5. Shareholder Engagement and Stewardship;   6. Sustainability / Stakeholder Governance;   7. Advisors and Assurance Providers;   8. Governance Disclosure;   9. Dodd-Frank (other); and   10. Corporate Secretaries – What to Do. Copyright © 2010 Richard Leblanc. All rights reserved. The causes were interdependent, complex 3 and multiple. Copyright © 2010 Richard Leblanc. All rights reserved. Establishing the New Normal 4 Copyright © 2010 Richard Leblanc. All rights reserved. 1. Regulation Since the Financial Crisis 2007-9 5 Copyright © 2010 Richard Leblanc. All rights reserved. 6 1. Research (conceptual, empirical, review) 2009/10+ Research, Regulatory Reports, Reviews, Professional etc. Sectors: Crown, Not-for-Profit, Hospitals, Credit Union, Banking Copyright © 2010 Richard Leblanc. All rights reserved. 1. Regulation – Since the Financial Crisis 7   It is not the case that any organization is immune from governance developments;   S-Ox was “kindergarten compared to this”;   The target is moving – 243 regulations and 11 regulators; 1990s – Era of Management; 2000s – Era of Management, Independent Directors; Advisors: Accountants; 2010s – Era of Shareholders, Regulators, Directors; Advisors: Legal, Risk & Compensation Assurance Providers; Copyright © 2010 Richard Leblanc. All rights reserved. 1. Regulatory Approach 8   Principles and Practices to achieve the objectives of the Principles;   Vast majority of jurisdictions and standard-setters adopt a principles-based approach;   South Africa (King III) is an example of a Code applying to all organizations;   Conflict in assessing one’s own work; industry preferences;   Regulatory reform: Industry capture, conflicts of interest, lack of competence, lack of resources; Copyright © 2010 Richard Leblanc. All rights reserved. 1. Unprecedented Regulatory Activism - Examples 9   Government as Shareholder, appointing Directors;   Interviews in UK by Regulator for director competence;   Documentary requirements by National Banking Supervisors;   Example: Senior Supervisors Group Self Assessment Template (2009) and Basel Principles for Enhancing Corporate Governance (2010);   Dodd Frank (2010): Conference Base Text (HR 4173): 1974 pages; Copyright © 2010 Richard Leblanc. All rights reserved. 2. Nomination and Governance: 10 Boards of directors, 2010 Copyright © 2010 Richard Leblanc. All rights reserved.