Corporate governance has been described in “Where were the Directors?” (Report of the TSE Committee on Corporate Governance in Canada (Dey Committee), 1994, p. 7) as “the process and structure used to direct and manage the business and affairs of the corporation with the objective of enhancing shareholder value, which includes ensuring the financial viability of the business. The process and structure define the division of power and establish mechanisms for achieving accountability among shareholders, the board of directors and management. The direction and management of the business should take into account the impact on other stakeholders such as employees, customers, suppliers, and communities.” Based upon the findings of the Dey Committee, in 1995 the TSE introduced a requirement for all listed corporations to describe annually their corporate governance practices and how they differ from recommended good governance practices. These guidelines are now recognized as the standard for corporations in Canada.
Governance, however, is not only of interest to public corporations. The Panel on Accountability and Governance in the Voluntary Sector issued their own guide for good governance practices applicable to the Voluntary sector (1999). There is considerable overlap between the guidelines adopted for both public corporations and voluntary organizations.
Good corporate governance practices may lead to numerous benefits in any organization. Benefits include: better performance, reduced risk, improved marketability of goods and services, greater access to capital markets, improved leadership, and enhanced transparency and social accountability (CIMA 2000)
In all organizations the following individuals and parties, or their equivalents, have corporate governance responsibilities: the board of directors, the board chair, the audit committee, the chief executive officer, managers, accountants, internal auditors, external auditors, shareholders, and other stakeholders. The challenge for all these individuals is how to establish and maintain effective, or “good”, governance practices.
This conference aims to introduce participants to a good practice guide for governance. Specifically, the conference seeks answers to the following questions:
- What should your company or your organization do to ensure good governance?
- What are the major components of an effective governance system?
- What roles do accountants and financial managers play in ensuring good governance?
- How is an effective framework for internal control developed?
- What risks or potential liabilities arise for both individuals and corporations as a result of poor corporate governance?
An overview of corporate governance: Reforms and challenges in Canada
Guylaine Saucier, Chair, Joint Corporate Governance Committee (CICA, TSE, CDNX) and Past Chair, Board of Directors of CBC/Radio-Canada
Where are the women directors? Trends and issues in Canada
Karen Hughes, Professor, University of Alberta
The evolution of corporate governance in the UK
Alex Dunlop, Professor, Sheffield Hallam University, UK
Some challenges for governance in the voluntary sector
Al Hatton, President, Coalition of National Voluntary Organizations