The Toronto Stock Exchange (TSX) report on governance (1995 Dey Report entitled Where Were the Directors?) defined Corporate Governance as the systems and processes that are used to govern the business and the affairs of a corporation and suggested many guidelines to improve the governance of publicly traded companies. Corporate governance has improved in many ways since the adoption of these guidelines, particularly in the structures of Boards of Directors and some of their processes.

Unfortunately, we have also recently witnessed many catastrophic governance failures in Canada, the United States and in Europe. Legislators were quick to enshrine perceived governance best practices in legislation and Boards must now abide by a myriad of rules and requirements while striving to add value.

Our approach to governance
We believe that good governance is ultimately all about people. While it is important to ensure the right structures and processes are in place, this will not ensure success. We therefore focus and encourage discussion of individual and group dynamics as a part of our work with Boards to provide a comprehensive solution. This usually entails reviewing best practices and facilitating discussions regarding the:

•  Governance model utilized
•  Culture of the Board
•  Leadership style of the Chair
•  Attitude and behaviour of company executives
•  Working relationship between the Board and the CEO

How we help
Our extensive governance expertise and experience allows us to act as practical subject matter experts to help the Board, Chair and CEO assess their situation and develop and implement customized solutions. Some of our specific services include:

•  Performing governance reviews and delivering Board governance workshops
•  Developing and delivering customized training, including:
•  Governance best practices education
•  Financial literacy
•  Audit Committee management
•  Director orientation
•  Chair and CEO roles and leadership techniques
•  Developing policies, practices and procedures
•  Developing and administering performance assessments (Board, Chair & Directors)
•  Coaching Chairs and Boards

Some benefits from improving your organization's governance
We have seen the impacts of working closely with clients on their governance and can identify some specific benefits resulting from our interventions, including:

•  Common agreement on the responsibilities of the Directors and the Board
•  Delineation of the roles of the Board compared to management
•  Practical policies for delegation of authority from the Board to the CEO
•  Increased cohesion within the Board
•  More effective professional relationships (i.e. Chair/CEO and between Directors)
•  Clearer articulation of organizational direction
•  Reduced risk and liability exposure
•  Better internal and external communications
•  Better understanding of the "business" by the Directors
•  Increased confidence of stakeholders
•  Improved overall company performance