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Inside Canada's best boards

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"The board has to get involved and get involved in a major way," he said. "At the end of the day they decide . . . not the CEO, not the management. We are the trustees of the assets, so before any major decision gets made I am going to make sure that the board gets into it."

Chairmen at the top-ranked boards say raising and maintaining that level of engagement is a constant priority, as is building the board as a working group. And all say their role as independent chairman is central to that job.

Bank of Montreal chairman David Galloway, the newest independent chairman in the top-ranked list, said he believes the role of the independent chair gives chief executive officers more time to do what they were hired to do -- run a company. As well, he said that in his own experience as the CEO of Torstar Corp., he found that having someone else deal with board issues was very liberating.

"I would say to any chairman and CEO who is trying to hang onto the role they are making a mistake," he said. "They think they are giving up some power, but the truth is it is going to free them up to get on with their job."

Conrad Pinette, chairman of second-place Finning International Inc., said his role as independent chair eliminates the confusion of roles that can take place when a CEO wears two hats. "With an independent chair, the CEO is presenting management's position and the chairman has to manage the board. That's very important."

But many also say that the chairman of a well-functioning board is more like a first among equals than the boss of the board.

"If you have a strong board, the independent chair may be less important except as a conduit to the CEO when the board has strong views," Mr. O'Brien said. "A lot of my contemporaries are smart, able people. They don't need me to band them together."

Mr. Sawchuk said that as well as working together, he encourages his board to step back and look at what he calls "first principles" when they are facing a tough decision. Boards, he says, are often too eager to begin with tactics instead of looking at the whole picture.

"When you dive right in and discuss tactics, what wins out is the loudest mouth or the most aggressive person in the room," he said. He believes it is the job of chairman to make sure that does not happen.

Looking forward to future changes, many chairmen singled out executive compensation as an area where there is still plenty of work to be done.

It also is an area made even more difficult by international acquisitions or expansion, as Mr. Sawchuk and the board at Manulife witnessed this year.

"Once we acquired Hancock, we had a whole new ballgame," he said, a reference to the comparatively high pay at the U.S. insurer. John Hancock CEO David D'Alessandro gained attention for his compensation package, which topped $21-million (U.S.) in salary and stock options in 2002. Manulife CEO Dominic D'Alessandro, by comparison, made $3.6-million (Canadian) in 2002 and $7.5-million last year. This June, Manulife confirmed that the Mr. D'Alessandro from John Hancock would step down as chief operating officer in November with a $16.5-million (U.S.) severance package.

"There is a lot of emotion about executive compensation," Mr. Sawchuk said. "There are and have been some outrageous practices in that area."

To move away from this, Mr. Sawchuk said boards and their compensation committees need to consider executive compensation as a whole package that includes not only salary and bonuses, but also pensions and benefits, severance packages and change of control agreements.

He said boards need to think about what they are rewarding and why and focus less on pay scales.

"We have to be careful not to respond to quick and dirty pressures," he said.

Compensation is also an area where many said they are hearing from investors who are looking for more comprehensive disclosure.

At Bank of Montreal, Mr. Galloway said this has especially been the case with the hot-button issue of executive pensions.

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