Corporate Governance
By Janis Rivens, Fred Enns
Published: 2008-9

Table of Contents

Corporate Governance Syllabus

PART ONE - A HISTORY OF CORPORATE GOVERNANCE

Chapter 1. A History of Corporate Governance in Canada

1. Background
2. The Dey Report
3. The Kirby Report
4. The Saucier Report
5. National Policy 58-201 & National Instrument 58-101
6. Future Directions

Chapter 2. A History of Corporate Governance in the United Kingdom
1. The Cadbury Code (1992)
2. The Greenbury Report (1995)
3. The Hampel Report (1998)
4. The 1998 Combined Code
5. The Turnbull Report (1999)
6. Directors’ Remuneration Report Regulations (2002)
7. The Higgs Report (2003)
8. The Smith Report (2003)
9. The 2003 Combined Code
10. The Combined Code and Institutional Investors
11. Future Changes to UK Company Law?

Chapter 3. An International History of Corporate Governance
1. The OECD Principles of Corporate Governance
2. Corporate Governance and the European Union
3. Corporate Governance and the Commonwealth Countries
4. The King Report (South Africa)
5. Corporate Governance in the United States

PART TWO - WHAT IS CORPORATE GOVERNANCE?

Chapter 4 – Definitions and Issues in Corporate Governance
1. Defining Corporate Governance
2. Development of Corporate Governance
3. Stakeholders in a Corporation
4. Key Objectives in Corporate Governance
5. Key Issues in Corporate Governance
6. Approaches to Corporate Governance

Chapter 5 – Concepts, Ethics and Corporate Social Responsibility
1. Concepts in Corporate Governance
2. Ethics and Corporate Governance
3. Corporate Social Responsibility
4. Whistleblowers

PART THREE - DIRECTORS AND THE BOARD

Chapter 6 – Powers and Duties of a Director
1. The Powers of Directors
2. The Duties of Directors to Their Corporation
3. Fiduciary Duties of Directors
4. A Director’s Duty of Skill and Care
5. Directors’ Liability Insurance
6. Conflicts of Interest
7. Directors’ Legal Responsibilities to Employees and Other Stakeholders
8. Other Restraining Measures Against Directors
9. The Law and Corporate Governance

Chapter 7 – Effective Boards
1. The Role of the Board and Corporate Governance Issues
2. Suitability
3. Character and Qualities
4. Size and balance of the board
5. The board and decision-making
6. Independent Directors
7. Board Appointments and the Nomination Committee
8. Orientation and Training of Directors
9. Re-election of Directors
10. Succession Planning
11. Performance Evaluation

Chapter 8 – Financial reporting and auditing
1. Financial Reporting and Corporate Governance
2. Misleading financial statements
3. The role of the external auditors: the audit report
4. Auditor Independence
5. Controls Over the Audit Profession
6. Financial reporting: directors’ duties and responsibilities
7. The Audit Committee

PART FOUR - THE BOARD – MANAGEMENT RELATIONSHIP

Chapter 9 – The Respective Roles of the Board and Management
1. The Board’s Mandate
2. Board Involvement in Strategic Planning
3. The Chair of the Board
4. The Corporate Secretary

Chapter 10 – Executive Compensation
1. Directors’ Compensation as a Corporate Governance Issue
2. Elements of Compensation for Executives
3. Stock Options
4. Severance Payments
5. Compensation of Directors
6. The Compensation Committee
7. Disclosure and Approval of Compensation Details
8. Executive Service Contracts
9. Institutional Shareholder Views on Directors’ Compensation

PART FIVE - THE BOARD AND SHAREHOLDERS

Chapter 11 – Risk Management and Corporate Governance
1. The Nature of Risk
2. Internal Control System
3 The Canadian Corporate Governance Framework
4 The Turnbull Committee Report on Internal Control
5 The Role of Internal Audit
6 Risk Management
7. The Role of the Board (or Audit Committee) in Risk Management
8. The Board’s Statement on Internal Control
9. Risk Management as a Governance Issue Outside Canada

Chapter 12 – Relations with Shareholders
1. The relationship between the board and the shareholders
2. Shareholder Expectations
4. The Company’s Relations with its Shareholders
5. Electronic Communications and Electronic Voting
6. The Role of Institutional Shareholders in Corporate Governance
7. Corporate Governance Guidelines
8. The OECD Corporate Governance Principles and Shareholder Rights

APPENDIX 1 - TSX Guidelines: Section 474

APPENDIX 2 - The Kirby Report: List of Recommendations

APPENDIX 3 - The Saucier Report: List of Recommendations

APPENDIX 4 - National Instrument 58-101 - Disclosure of Corporate Governance Practices
Form 58-101F1 - Corporate Governance Disclosure
Form 58-101F2 - Corporate Governance Disclosure (Venture Issuers)
National Policy 58-201 - Corporate Governance Guidelines

APPENDIX 5 - Multilateral Instrument 52-110 (As Amended to June 2005)

APPENDIX 6 - Guidance on Internal Control (The Turnbull Guidance)

APPENDIX 7 - Guidance on Audit Committees (The Smith Guidance)

APPENDIX 8 - The Combined Code on Corporate Governance

APPENDIX 9 - OECD Principles of Corporate Governance

APPENDIX 10 - Principles for Corporate Governance in the Commonwealth (CACG Guidelines)

APPENDIX 11 - King II Report on Corporate Governance

APPENDIX 12 - Good Boardroom Practice: A Guide for Directors and Company Secretaries

APPENDIX 13 - ICSA Guidance Note: Matters Reserved for the Board