Latest Articles (Members Only)
  • Deciphering fact from fiction: alternative facts and the board of directors
    The ability to disseminate information en masse has never been easier. Anyone can report on anything at any time, giving way to the spreading of false and misleading narratives that can be taken as fact, even by legitimate sources, trickling down to all levels of society and impacting judgement and decision-making.

  • About Strategy: The Board’s Role
    Oversight of strategy is one of the board’s fundamental priorities, but when it comes to how directors should perform this critical role, there are varying perspectives. One thing is clear though: simply reviewing management’s strategic plan once a year can no longer be the status quo

    Mike Wilson, chair of Suncor spoke with Director Lens about how boards can oversee and approve strategy within a dynamic environment, while ensuring the organization is headed in the right direction. Wilson suggests devoting one meeting a year to strategy that would address questions and comments around the boardroom table.

    “If you’re having a strategy session, fifty percent should be a dialogue, as opposed to a style where management simply presents and the board approves or rejects the plan,” says Wilson. “The presentation should encompass different scenarios that take into account supply and demand dynamics, disruptive technologies, geopolitical factors, and so on.”

    In terms of the dynamic between the board and management, CEOs and senior management will typically lead the formulation of strategy, but seek the maximum amount of advice from the board, says Roger  Martin, Director of the Martin Prosperity Institute at the Rotman School of Management. This begins by the CEO asking the board what challenges the strategy is to address, coming back mid-way with various possibilities, followed by presenting strategy choices to the board.   

  • A New Era of Shareholder Engagement
    In today’s dynamic business environment and with increased pressure for boards to engage more frequently and meaningfully with shareholders, many Directors are revisiting how they are using engagement strategically.  

    In 2016, the ICD drafted Guidance for Director-Shareholder Engagement, which outlines a shareholder engagement framework for boards that suits the company’s circumstances and investor base rather than a “one-size-fits-all” prescription. The recommendations in the guidance document are flexible and universal so that companies of all sizes may adopt and adapt them and are designed to be mindful of the Canadian market. According to Harvard Law School’s Forum on Corporate Governance and Financial Regulation, active shareholder engagement can lead to a productive dialogue that not only helps manage potential problems and activists down the road, but it also provides valuable insight into how patient and supportive their shareholder base is willing to be as they implement strategies designed to generate long-term growth.

    However, Directors need to approach their shareholder engagement strategy thoughtfully. Mohamed Khimji, a professor at Queen’s University Faculty of Law, points to the fact that the board makes decisions and charts the course for a company in the best interests of all the various constituencies. By contrast, shareholders, with their own immediate interests at heart, may favour distribution of earnings to themselves over longer-term investment in research and development, for example. 

  • Let’s be frank: the makings of a successful NFP board-management relationship
    Phil Norris, ICD, speaks with several prominent NFP board members and CEOs on the issue of board-management relationships
    Whether you serve on the board of a public, private or not-for-profit organization, the dynamics of the board-management relationship is vital to everyone’s shared goal: a successful organization. In the NFP sector, capacity challenges such as smaller headcount numbers can often mean that leadership decisions are more acutely felt across the organization, which means a good board-management relationship is particularly critical. So how do both sides form a strong and effective relationship that enables organizational impact?

    First, there must be a clear understanding of – and respect for – the dynamics between the chair and the CEO. That is to say, these two leaders must appreciate how critical their relationship is to the success of the organization, and that little can be accomplished in the organization (or indeed between the board and management) should the relationship stumble.

    Such an appreciation allows clarity in terms of ownership. “Role definition is important,” said Geri Prior, ICD.D, board chair of YWCA Metro Vancouver in an interview with Director Lens. “For instance, the board shouldn’t step in on operational issues,” argues Prior. “Sometimes it can occur that the board grills management, and begins to offer opinions and solutions because of their past expertise. But it’s the chair’s role to help the board step back from doing that.” 

Digital Media (Members Only)
Resources (Members Only)
  • Crown services framework letters (Manitoba)
    The board of directors of Efficiency Manitoba Inc., The Manitoba Centennial Centre Corporation, Manitoba Hydro, Manitoba Liquor and Lotteries Corporation, and Manitoba Public Insurance Corporation received updated mandate letters.  
  • Bullying in the workplace
    Bullying is usually seen as acts or verbal comments that could 'mentally' hurt or isolate a person in the workplace. Sometimes, bullying can involve negative physical contact as well. 
  • Bullying in the workplace
    Bullying is usually seen as acts or verbal comments that could 'mentally' hurt or isolate a person in the workplace. Sometimes, bullying can involve negative physical contact as well. 
  • Emerging technologies: understanding the disruption ahead
    The Board of Directors of ICD Quebec has set up an ad-hoc technology committee to better understand the impact new technologies will have on the role and responsibilities of directors.