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Inside Canada's best boards

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"We are hearing about disclosure -- the funds have asked for this and rightly so on pensions," he said. "I think we haven't done a good enough job on that. Will we fix that? The answer is yes."

Still, Mr. Galloway said he is worried that more disclosure, while justified, may also serve as a catalyst to push up pension costs.

"It's hard to argue against disclosure and there is no question that shareholders have the right to know," he said. "When the pension is fully disclosed and the CEO across the street gets this -- the comparisons don't generally bring things down to the bottom. They rise to the top. I think shareholders should know. It is just too bad about the effect."

Mr. Pinette at Finning sees the trend to more disclosure as a positive move that investors are definitely demanding.

"A lot of our shareholders are very sophisticated," he said. "The more information you can give, the more confident they will be in the board and in their investment."

At Manulife, Mr. Sawchuk worries that Canadian companies operating in the United States may be punished at some point for their increasing openness. Given the current climate of investor legal action, he said the trend among U.S. companies is certainly to disclose only what is required.

"It is a very different world," said Mr. Sawchuk who sits on the board of the U.S. forest products company Bowater Inc. "The trend here is to more and more disclosure -- more transparency and openness. In America that is not well received. The perspective there is the more you print, the more you are open to frivolous suits and claim."

Advocating more disclosure to a U.S. board would be a "very big egg to sell," he said. "We are maybe a little naive on this point."

And while some chairmen worry that too much time is now being spent on procedural governance issues such as director evaluations, they also acknowledge that even at the best boards there is work to be done.

"You can always learn," said Mr. McLean at CN, noting that the firm stopped granting options to directors and implemented share ownership guidelines in response to changing market expectations.

Mr. O'Brien also sees boards as a work in progress.

"Boards are certainly more engaged than they were. They spend more time at it and on balance they probably question management more than was previously the case. How effective they are at it? It is improving, but it has a long way to go."

What are the biggest challenges?

'(On) almost every board I sit on, one of the big challenges for the company is how do they grow internationally and that is a tough issue'


Why split the role of CEO and chairman?

'I would say to any chairman and CEO who is trying to hang onto the role that they are making a mistake. ...The truth is it going to free them up to get on with their job'


Why should boards become engaged?

'The board has to get involved and get involved in a major way. At end of the day they decide... not the CEO, not the management'


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