| In the past five years, corporate governance has taken the spotlight as the essential safeguard for shareholders in companies and stakeholders in not-for-profit entities. Author Donald B. Hathaway, FCMC, ICD.D., highlights the links between management and governance, and between the day-to-day leaders and the oversight of the board. This is essential reading for those responsible for managing or supporting a board. Don presents complex governance issues in a clear and comprehensive way, and includes a useful array of tips, anecdotes and ideas.
In this his first book, Don sheds light on the governance issues faced by all companies and, in particular, those with limited means. Small- and mid-sized Canadian companies face all the demands of their larger counterparts, but without the same resources to work with. This book is dedicated to companies with $100 million or less in revenue, but the advice will strike a chord with every company and in many not-for-profit organizations too.
A seasoned corporate director and a leading expert on Canadian corporate governance, Don Hathaway’s career spans over 20 years at executive levels. Having served and chaired numerous boards himself, Don has accumulated an extensive reserve of knowledge on Canadian small- and mid-sized business boards.
Highly readable and peppered with personal wisdom and humour, Chairs and Tables balances substantial information with the invaluable lessons of experience. Don Hathaway will help small companies meet head on the issues of governance, compliance and disclosure in Canada, and his book will prove to be an invaluable resource for anyone navigating the world of corporate governance.
Table of Contents:
Foreword
Chapter One: The Context of Corporate Governance
The Legal Context
Governance 101
Where are We Going?
Chapter Two: The Profile of a Corporate Director
The Author’s View
Prerequisite Competencies
Core Competencies
Chapter Three: The Duty of Care as Job One
The Big Five
Corporate Performance
Strategic Oversight
Resources
Managing Risk
Communications and Disclosure
Board Mandates
DOC as Good Management
DOC as a Shield
Chapter Four: Start with a Compass
Making It Work
Black Zone Issues
Conflicts of Interest
Entertainment, Gifts and Payments
Humans being Humans
Other Danger Zones
A General Line of Defence
Stay with the Compass
Chapter Five: The Chair Wears Many Hats
Setting the Tone
Managing the Board
Board Operations
Meetings of the Board
Herding the Cats
Relating to the CEE Suite
Supporting the CEO
Of Phone Booths and Capes
To Thine Own Self
Bareheaded?
Chapter Six: Advanced Carpentry — Building a Better Board
Start with a Plan
Finding Them; Recruiting Them
The Competency Matrix
Emulate the Recruiters
Orientation
Performance Management for the Board
The Standing Committees of the Board
The Audit and Disclosure Committee
The Management, Resources and Compensation Committee
The Governance and Nominations Committee
Balancing the Work
The Annual General Meeting (AGM)
Finishing Touches
Chapter Seven: Conundrums Faced
Conundrum One: Public — or Private?
The Arguments for Being Public
Getting There
The Private Side of the Coin
Summing Up
Stock-based Incentives: Addendum to Public versus Private
Conundrum Two: A Secret is Something Only I Know — How to Talk to Analysts, the Media and Your Brother-in-law
Conundrum Three: Best Practice — or Regulated Practice?
Atlantis Systems Corp
THe Toronto Stock Exchange
Conundrum Four: The Misplaced Comma
Summary
Questions to Ask
Chapter Eight: Special Relationships
The Chair and the CEO: The Atlantis Systems Case
Lessons Learned
The Chief Finance Officer
The External Auditor
Corporate Counsel
The Stock Exchanges
The Regulators
Canada
The United States
A Plea for Sanity
Chapter Nine: Head In; Hands Out
Starting from Scratch
Summary
Right from the Start
Governance at NetFX
Chapter Ten: The Director and the Law
The Board and Civil Liability
DOC and the Law
What about SOX?
The Oppression Remedy
A Director’s Considerations
The Bre-X Case
Get Understanding
Making it Happen
Watch Your Back
Director Education
Chapter Eleven: Strategy in Small Packages
A Short Test
Strategy as Seen by a Director
Major Choices
A Conspiracy of Ignorance
More Grey Zones
A Strategic Summary
Chapter Twelve: A Word from the Wise
Answers to the Questionnaire
A Summary
Chapter Thirteen: And in Conclusion
Click on the links below to view the various appendices:
Appendix One: Thought Leaders and Experts
Appendix Two: Position Descriptions for the Board
Appendix Three: Board Charter — The Acme Example Inc
Appendix Four: The Board Calendar
Appendix Five: Standing Committee Charters
Appendix Six: Regulators and Regulations
Appendix Seven: Sources and References
Glossary of Terms |
