Director Continuing Education
The last blog referenced continuing education for directors and particularly entry level directors. If you are planning to begin a career in governance , try out the non profit training programs available, nationally and depending on where you live, locally.
Charity Village has an excellent board kit, offered reasonably at less that $100. You can access this at
This site will give you access to the programs
- Boards that work
- Networking.
You will also reference this site regularly because it offers real time webinars on , amongst other topics, governance
The United Way offers interesting resources through BPC. This particular site is rich with resources available nationally and (unfortunately, perhaps) resources available only in central Canada.
Local volunteer bureaus are also, generally, a wealth of information. For example, Volunteer Ottawa has a variety of excellent resources. Go to
And, don't forget what universities have to offer. The University of Saskatchewan has a good governance course offered through a MOOC offering on Canvas.net, sponsored by Athabasca University, a leader in the MOOC movement.
However, I have written at length about the ICSA's DEAP program and this should not be forgotten. This program is offered in Canada, typically in Toronto and Vancouver over 3 days and covers:
- Accountability
- Financial Management
- Enterprise Risk Management
- Strategy
The successful completion of this program results in an Acc.Dir designation.
However, there are also programs offered through the Conference Board of Canada at
and at the Institute of Corporate Directors
This program is coordinated through the Rotman School of Business and results in a certified director designation.
The Institute on Governance also offers a governance program.
Women in Corporate Leadership
To summarize, there are 8 arguments supporting the recruitment of women to corporate boards
- There are an increased diversity of opinions in the boardroom;
- women bring an added strategic input to the board;
- women provide additional influence and a diversity of leadership styles to director positions;
- women at director levels provide female role models and can serve as mentors-and at times, sponsors;
- the company's image with stakeholder groups is improved;
- given that women are increasingly surpassing their male counterparts in educational qualifications, they may also have greater capacity to contribute to boards than do their male counterparts
- there are more qualified female than male director candidates
- women ensure better board room behaviour.
reference Burgess and Tharenou (2002) "Women board directors" in the Journal of Business Ethics 37(1) 39-49
In particular , women have been found to contribute to governance reducing the CEO's dominance owing to their power sharing style. Further, female directors, especially outside directors, contribute to an independent view to the board and can change the strategic direction of the corporation. That this has been known since the very early 1990's and has still not been acted upon is astonishing.
(reference the work of Bradshaw et al, 1992 and subsequently, 2000)
But, to be effective, don't bother to bring on a "token" female director.
Won't work and will do nothing for Corporate value. To be effective, there needs to be 3 or more women added to the board. Despite this research, barely 20% of FP500 have a critical mass of
women on their boards. (Catalyst)
But, will this have an effect on systemic bias against women, which so often manifests itself in sexual harassment?
What are the major forces conspiring to suppress the role of women in society, consigning their status to treatment almost as chattels.
The explanatory variables are:
- social...the presence of women in senior management
- political..the presence of women in government leadership positions
- economic...gender pay gap. So, the success (or lack of it) of pay equity legislation.
Tomorrow, we will begin to look at each of these elements. Do they matter?
Answers to Equity Questionnaire from December 9/2017
1) 1928; 2) 1920; 3) 1918; 4) 1978; 5) 1964; 6) 2080; 7) 53 ; 8) 42; 9) 66; 10) F; 11) T
1) 1928; 2) 1920; 3) 1918; 4) 1978; 5) 1964; 6) 2080; 7) 53 ; 8) 42; 9) 66; 10) F; 11) T
NBPSPP and Board Independence
And no. I am not letting this one go, yet.
Read the 2016 Annual Report.
The Trustees appointed to the board hold a fiduciary duty towards the Plan, meaning that they do not represent the party who appointed them, rather they must act in the best interest of the NBPSPP and its members at all times when administering the affairs of the Plan.
Looks like a fairly clear statement.
So, what is the difference between and Executive Director and a Non Executive Director?
If the goal is to emphasize director independence, why is anyone selected from any of the major stakeholder groups?
____and conduct themselves with the highest standards of integrity, honesty, independence (there's that catchy word again!) , fairness, openness, competence.
By what performance metrics are these being measured?
The standard by which adherence to fiduciary duty is measured is through disclosing conflicts of interest.
I think that there is more to this than that? ??
Dealing first with the question of independence, how might it be defined?
We should consult NP 58-201 for guidance.
Independent directors should have no direct or indirect material relationship with the organization. If you do, then by definition, you are not independent.
So, by this definition, there are only 2 independent directors. The others are either retirees or representatives of the major unions whose members are participants in the Pension Plan.
As well, independent directors should be able to bring the judgement and experience to the deliberations of the board. More on this.
We have had a number (4) of new appointees to the board. There have been bios included but there is some key information missing.
- what attracted them to the board and the Plan?
- what do they think attracted the corporation to them?
- what unique skills and outlook do they bring to the board and the Plan's operation?
- How much time do they expect to spend on the business of the Plan and the work of the board?
- Do any of them expect to take on a specific role within the Board?
Was there an effective orientation/induction? And what sorts of questions were asked of the new members prior to or during their orientation? Can we as pensioners know what those questions are?-or even if there was an orientation?
- do you see any problems wit the organization?
- what dos the plan and the board do well?
- are there further investment opportunities for the plan to pursue?
- where do you see the Plan in 10 years?
So, what are the problems , here?
1) According to the relevant regulations (SOX) and the NYSE guidelines, UK Combined Code and the OECD Principles. the majority of board members should be independent. Clearly, this is not the case for NBPSPP.
2) Independent Directors should meet regularly together without management.
Nope
3) Audit, remuneration and audit committees should be composed entirely of independent directors.
nope to the audit
There are no remuneration or
nominating committees (makes one wonder who interviews and recruits board members)
4) Independent Directors (ID) should take the lead in evaluating performance
not that we can tell. But then again, the discussion of board evaluation will occur under a separate post (much )later.
5) ID's should ensure that the corporate governance guidelines are published
nope
6) ID's should be reporting to the pensioners compliance with these guidelines
nope again.
So what should independence on this board look like, with a majority of ID's?
we will deal with that question tomorrow.
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