Canadian companies' boards have steadily intensified their focus on good governance practices. They spend an increasing number of hours on oversight of internal controls, performance measurement, and corporate disclosure. For many companies, this emphasis has been driven by a belief that good governance alone can deter criticism by activist shareholders. And it's easy to understand why. Proxy advisory firms, sophisticated institutional investors, and regulators routinely introduce new criteria by which to assess the quality of a company's governance practices. Credit rating agencies have also incorporated assessments of governance into companies' credit ratings, resulting in new layers of industry standards and higher levels of scrutiny. Management teams and boards that get high marks for meeting these governance standards would understandably think that they are also excelling in their efforts to protect the company from aggressive shareholders.
Read more (pdf 1.67mb)