Governance of Publicly Listed Corporations, 2nd Edition
"Thierry Dorval's work represents a significant contribution to the understanding of the origins, the current state and the direction of corporate governance processes and practices. It will be of great assistance to anyone interested in knowing what corporate governance is or should be."
Counsel, Osler, Hoskin & Harcourt LLP and
Director of several public corporations
From the foreword
Good corporate governance is more critical now than ever before, especially in the wake of recent large-scale corporate failures and massive government bailouts. In this second edition, Norton Rose Canada corporate law partner Thierry Dorval describes the issues that lie at the crux of corporate governance. He discusses the various legal challenges facing corporate directors today, and examines governance practices that can assist in meeting those challenges.
Dorval's ability to take complex and far-reaching legal concepts, and to turn them into a clear set of governing principles, will help board of directors everywhere better understand and discharge their responsibilities.
New in This Edition
- Discusses the latest developments, court decisions and legislative changes in corporate governance since the 2005 first edition, including:
- New rules issued by the Canadian Securities Administrators on executive compensation and governance
- The adoption of the Dodd-Frank Wall Street Reform and Consumer Protection Act in the U.S.
- The decision of the Supreme Court of Canada in BCE Inc. v. 1976 Debentureholders, and its impact on corporate governance practices
- Covers the latest on corporate governance "best practices" relating to independence and active monitoring, including template policies on clawback, engagement, majority voting, "say on pay" and more
- Structure of the book has been changed to put more emphasis on the role of good governance practices in reducing agency problems and assisting directors in the discharge of their duties
- Explains to the reader the origins of corporate governance, where it stands today, and the future direction of governance processes and procedures
- Discusses how good corporate governance can help reduce agency problems and assist directors in discharging their duties of care and loyalty
- Delves into the concept of active monitoring which is defined as a combination of practices that board of directors adopt to monitor management and corporate initiatives
- Contains hundreds of footnotes to help readers who want to know more about specific issues
- Time-saving appendices and sample corporate charters, policies, position descriptions, and selected regulatory provisions
Who Should Read This Book?
- Directors who want to understand and properly discharge their corporate duties
- Corporate lawyers who act for and advise board of directors and senior corporate executives
- In-house counsel who must prepare board documents and implement board resolutions
- Auditors who work with board of directors and participate in audit committees
- Legal academics and law professors who study and research corporate governance issues
"Governance of Publicly Listed Corporations by Thierry Dorval is a great book, which became a work of reference in corporate governance. It describes complex issues using simple principles based on independence and active monitoring. This categorization helps business persons and their advisors in developing a mind frame oriented toward good governance which, I am convinced, contributes to better performing corporations.
Corporate Director and Former CEO of
Ontario Teachers' Pension Plan Board
Good corporate governance is paramount to all businesses, no matter their size. Most of the rules developed in recent years in this area target publicly listed corporations. However, the principles behind those rules can often apply to any organization. For those who might find it difficult to differentiate the forest from the trees and identify what matters in corporate governance, the book of Thierry Dorval will be resourceful.
President of the
Business Development Bank of Canada
Rules governing publicly-listed corporations continue to become more complex every year. In this second edition of Governance of Publicly Listed Corporations, Thierry Dorval provides a clear and comprehensive summary of the principles, legislation and rules that form the foundation of Canadian corporate governance. He draws on his considerable experience in advising public corporations to produce this valuable resource that combines thoughtful analysis and practical advice for directors, management and those who advise them. I am delighted to recommend it!
Vice-President and Corporate Secretary,
Royal Bank of Canada
Anyone interested in corporate governance should read Thierry Dorval's book. It provides great insight with respect to the rules applicable to listed corporations, particularly those Canadian corporations that are also listed in the United States. This book brilliantly sets forth the legal duties applicable to directors and how these duties can be discharged in an environment which is ever more rigorous and competitive. Members of boards of directors will undoubtedly benefit from Thierry Dorval's work based on very thorough research.
L. Yves Fortier
Table of contents
I. Some Challenges Facing Boards of Directors Today
A. Agency Problems
B. Duties of Loyalty and Care
C. The Interaction between Agency Problems and the Duties of Loyalty and Care
II. Good Corporate Governance Practices as a Way of Reducing Agency Problems and Assisting Directors in the Discharge of their Duties of Loyalty of Care
B. Active Monitoring
Appendix A - Charter of the Board of Directors
Appendix B - Charter of the Audit Committee
Appendix C - Charter of the Nominating and Governance Committee
Appendix D - Charter of the Human Resources and Compensation Committee
Appendix E - Charter of the Environment and Safety Committee
Appendix F - Position Description of the Board Chair
Appendix G - Position Description of the Committee Chairs
Appendix H - Position Description of the Chief Executive Officer
Appendix I - Simple Assessment Policy for Board and Committees
Appendix J - Simple Directors' Orientation and Continuing Education Policy
Appendix K - Simple Clawback Policy
Appendix L - Majority Voting Policy
Appendix M - "Say on Pay" Policy
Appendix N - Engagement Policy
Appendix O - Selected Regulatory Provisions
Table of Cases