Future Students, Alumni & Visitors





Archive for the ‘Board and Committee Leadership’ Category

Advice to Boards: Renew Your Directors or Shareholders May Do It For You

Here is a top 10 list reflecting forty recent director and executive interviews and ongoing advice and assessment provided to activist investors and boards.

Infuse your board with a shareholder mindset and directors with value creation track records

“Too many service providers” … “with no industry experience” … “who have not run anything” and “who lack value creation experience” go silent when tough business decisions need to be made, directors say. They “cannot provide the hard core insights to the management team” other than “be careful.” They default to process, “flavors of the day,” and recency, rather than leading substance and strategy. Directors and executives describe such formally independent but experientially lacking directors as “immature,” “provincial,” and “naïve.” Management is more critical: They “lack depth” and “contribute nothing.” Trying to get them off the board, in the words of one director, is like “pulling teeth.”

Remove over-tenured directors and ensure committee chair rotation

Long-serving legacy directors and committee chairs are described as “tired” and “complacent” by fellow directors who have been there “much too long,” and block renewal efforts when “they are the most conflicted.” Research suggests that directors beyond nine years diminish shareholder value. Tough discussions are occurring in boardrooms. Conflicted directors should leave the room during the discussion, directors say. Long-serving directors are loath to give directorships up, arguing they are different. Fellow directors and investors are increasingly unpersuaded by self-interest.

Conduct an independent performance review

One answer, according to head of corporate governance at CalSTRS Anne Sheehan who served on a recent panel discussion with me, is to have independent director performance reviews, with expectations set at the outset, and link the results to renewal. Don’t rely on retirement age as a performance proxy. Directors and regulators are mandating independent reviews. Blockage by self-serving chairs and directors are increasingly falling onto deaf ears. The review should have consequences, which means removing directors who have outlived their usefulness. “Rigorous evaluation,” consistently is a theme in my interviews. If a board blocks independent critical review, or does not act on the results, investors will step into the gap, and it will be far more consequential, costly and adverse.

Engage directly with investors on board performance and composition

What investors want to see now is recent, relevant, validated industry experience contributing directly to the company’s value creation chain, by each and every director. If a board cannot lead a value creation model that is endorsed by major investors, including capital and asset allocation and performance, and what each director’s contribution is to that, the board is vulnerable. Few boards have conducted this internal review with the rigor that an activist does. Camera-ready boards are having structured meetings with long-term shareholders to listen, learn and act. Boards ignore investors at their peril.

Address director origination and its impact on independence

Assume that investors will ferret out any and all conflicts, including friendships. If a director has previous or current relationships, to each other or to management, they lack independence and will not ask tough questions, new research suggests, unlike directors who are recruited primarily on the basis of merit who are unknown previously to the board. These directors are “owned” is the common refrain. Current examples include reciprocity, favours and capture. These directors cannot push back as the cost is too great. They are part of management. Therefore, boards need to rid themselves of these directors and discontinue recruiting based on prior relationships.

Diversify your board to add value

Make sure your board is diverse, and underpinned by the skill sets needed. Many companies do not have board diversity policies. Defensive, perfunctory policies are not useful. The best policies are prescriptive, have measureable objectives, and define diversity, with increasing numbers that a board holds itself responsible for meeting and on which progress is reported. There are measureable objectives for gender, age, ethnicity that align with the company, its business, its industry, and the markets in which it operates.

Focus on company performance over governance box-ticking

Governance has been a cottage industry dominated by self-serving professional advisors and associations, many directors and investors have told me. The pendulum as swung so far, such that investor performance is either entirely absent or an afterthought rather than the primary focus. “You can tick all the governance boxes, and underperform your peers,” one director states. So-called governance awarded companies have even been rife with corruption. Conversely, you can have many governance boxes unticked and perform for investors. Good boards do not let the governance tail wag the performance dog. Investors want performance, not governance accolades. We know that governance rating agencies and proxy advisory firms have metrics that lack prescriptive validity. We see award-winning companies who have failed in their performance, subsequently being attacked by activists with share price appreciation soon following. Activists are unimpressed, and, increasingly, the governance community is questioning its own focus and priorities. One award winning company with a director who has seen the activist light remarked that his board could be “10 times stronger.”

Conduct a thorough transparent director competency review, and act on the results

The director competency matrix belongs to investors and directors, not management. A matrix can be back-doored and manipulated, resulting in a complacent board. An inclusive, dynamic, objective, peer-to-peer, validated matrix review will generate development opportunities, remove directors who are lacking, and generate desired skills in the next directors. Regulators are calling for curriculum vitaes, interviews, and want to see each director is fit for purpose. Boards are wise to ensure that matrix design and administration is expert, free from management control, and reflects investor input.

Focus on softer director attributes

Skills I have recently developed for directors include: integrity, teamwork, communication and commitment. If only one director does not possess these, a board can be poisoned. These attributes can and should be recruited for and validated. A director who is lacking and cannot improve should be promptly replaced. The best boards are embarking on this review.

Display leadership and integrity

Lastly, ultimately, board renewal is about leadership and integrity. The Board Chair position is rapidly maturing. Directors who dig in and entrench are placing their own interests ahead of those of the company, resulting in grave disquiet. This is an integrity issue. Entrenched directors should do the right thing when it is time to go. Activism has become mainstream and shareholders may have much greater power in the future than they do now to propose effective and remove ineffective directors, if directors do not do it themselves.

Richard Leblanc: Ten Corporate Governance Trends for 2014

1.         Active owners focused on performance. Expect pressure by activists and institutions for boards to control under-performing management to continue unabated. Boards incapable or unwilling to rein in inefficiencies, improper capital allocation, asset mismanagement, or operational improvements will be targets. Directors whose skills do not support value creation; and ossification, complacency and atrophy more broadly, will also be targets.

2.         Shareholder accountability: Expect greater direct communication between boards and major shareholders, with “listening” mode and restricted management access continuing. Look also for pressure on asset owners themselves, by investee companies, for engagement transparency, protocols and disclosure. Expect proxy access demands by investors to continue; management and retained advisor resistance to it; and potential regulation enabling it in the future.

3.         Regulation. Continued widespread regulation targeting boards will continue. Industry Canada is contemplating governance reforms in 2014 or beyond. In the US, pay for performance, clawbacks, pay ratios, and proxy advisory regulations are likely in 2014.

4.         Director and auditor entrenchment. Expect pressure for board renewal and auditor rotation to continue in 2014. This will take the form of tenure limits, caps on directorships, diversity legislation, director and auditor evaluation, and mandatory requests for audit tender. Expect continued resistance by incumbent directors and the big 4, but expect also shareholder pressure and regulation to overcome.

5.         Cybercrime and other operational and reputation risks. Expect lawsuits targeting boards for data breach and investor loss at Adobe, Skype, Target, Neiman Marcus and Snapchat that precipitate governance enhancements. Expect greater risk regulation and spends for financial service companies and non-banks. Many boards and management have immature risk management, deficient – or at times non-existent – controls over IT, operational, and reputation risks. Look for efforts by good boards to have risk expertise on the board; internal oversight functions and third party reviews reporting to the board; and assurance over the entire risk appetite framework. Expect lawsuits and increasing regulation for the laggards.

6.         Focus on longer-term value creation. Expect asset owners to exert pressure on directors and asset managers to develop long-term metrics commensurate with the product and risk cycle of the company. Pay metrics such as health, innovation, culture, R and D, etc. will drive long-term investment. Look for “integrated” reporting and metric maturity in 2014 and 2015, making it easier for corporate boards to direct long-term non-financial incentive pay and investment.

7.         Focus on the Board Chair. Expect greater movement to non-executive Chairs from Lead Directors in the US, and Chair position maturity in other Anglo-American countries. Look for rigorous roles and responsibilities of board chairs developing, beyond formal independence, including driving value creation and company performance for investors.

8.         Greater clarity on pay for performance. Look for guidance by the SEC, including on realizable pay. Expect movement from short term, quantitative, financial pay metrics to long term, non-financial, qualitative, multi-year return metrics, and pay that adjusts for risk and performance over the longer term, with greater discretion to compensation committees and boards – and if necessary shareholders.

9.         Tightening up of independence standards. Look for boards to tighten up independent standards over lawyers, compensation consultants, auditors, and themselves, to arrive at “non-conflicted directors getting non-conflicted advice.” Look for scrutiny over soft management influence and capture over all of the above. Expect continued regulation if or when boards resist.

10.       Greater focus on culture, whistleblowing, tone in the middle, and anti corruption. Expect good boards to go beyond the CEO to scrutinize compensation of “risk takers” anywhere in the organization; share the hiring, firing and compensation decisions for risk, internal audit, compliance and the CFO; and receive assurance and reporting over all material risks and controls. CEOs (or any operating or senior management) who block or are not transparent should be regarded as red flags.

Richard Leblanc is a governance lawyer, academic, speaker and independent advisor to leading boards of directors. He can be reached at rleblanc@yorku.ca or followed on Twitter @drrleblanc.

Discussion notes for Corporate Secretary Think Tank Canada Panel, 2 October 2013: Panel: Shareholder Activism, 9:30-10:45am

There have been a number of activist situations in Canada recently, including CP, Agrium, Telus, BlackBerry, Tim Hortons and others. Is your board a siting duck or otherwise vulnerable? Here is what the red flags are for defective governance, below.

Methodology

The following reflects, in no particular order: (i) my work in advising regulators (e.g., OSFI, OSC, AGCO, FiCom, others) in respect of governance; (ii) interviews with 40 activists, private equity leaders, members of the NACD 100, and top 100 CEO listing in 2013; (iii) my advisory work in two activist situations above (both advising the activist in the first, and board under attack in the second); (iv) my work with governance enhancements in companies that have been accused of fraud, bribery, corruption, stock manipulation and otherwise (ten in total); and (v) my advising and assessing award-winning boards (nine in total), who have strengthened their governance. The data collection has included individual director interviews and observing the board in action. For the full paper, published in the International Journal of Disclosure and Governance, November 2013, Special Issue: Enhancing the Effectiveness of the 21st Century Board of Directors: Part II, edited by myself, please contact me and I will email it to you.

Governance red flags, for activist attack and board bulletproofing, especially board composition, leadership, value creation and compensation, include the following, in no particular order

1. Captured, owned directors (trips, gifts, friends, company office, interlocks, school together, jobs for kids, donations, Directors economically dependent on fees): not objectively independent and/or owned in the boardroom, and Board refuses to have heightened independence standards or address the foregoing;

2. Directors with reputational, adverse publicity, integrity, independence, other board performance, egregious action or failure baggage, or inadequate experience and track record, and Board does not cure the distraction or adverse inference (i.e., promptly remove the Director);

3. No or little industry (market / geography, customer, supply chain) expertise on Board, and Board incapable of providing strategic control and direction to Management;

4. Legacy, pedigree, over-boarded (>2), over-tenured (>9 years), or otherwise ‘zombie’ Directors without new blood, diversity and renewal. Evidence is: busy boards with busy directors (>2 boards) “consistent and convincing” worse long-term performance and oversight (Stanford researchers); >9 years directorship reduces firm value (“board tenure has an inverted U-shape relation firm value” – Huang, July 2013); and gamed majority voting returns ‘zombie’ director to board. Global regulatory director tenure converging on 9-10 years (UK, India, Australia, Hong Kong, Singapore, other). Management-beholden, cozy, over-tenured, or legacy service providers (law, audit, compensation): no renewal or freedom to be adverse: regulators now addressing;

5. Management who unduly influence independent oversight functions (internal audit, chief risk officer, chief compliance officer, chief actuary, or equivalents) or external assurance advisors (external audit, governance lawyer, compensation consultant, search firm) from Board or Committee oversight, by preselecting, starving or otherwise unduly influencing. Regulators are becoming clear these functions are to be independent of senior and operational Management, and accountable to the Board and/or relevant Committee directly;

6. Weak, legacy, not independent, not effective, or unskilled Chair (Board or Committee): specifically, a Chair owned by Management or a dominant Shareholder, or both, or who does not understand obligations, capital markets, lacks leadership, credibility, cannot implement strict management accountability standards, and lacks subject matter or industry expertise; A Chair who should not be Chair, in other words;

7. A Board Chair who cannot lead value creation: An activist Board does the following:

  • Board, led by Chair, sets standards for vigorous value creation process, establishes ambitious value creation criteria, and leads Management to develop optimal value creation plan;
  • Deep dives and due diligence by all Directors into company, business model, industry and markets to understand value drivers, innovation opportunities and associated risks;
  • Board approves plan and its milestones, monitors progress regularly, calling for prompt corrective action to ensure goals are met, including increased goals as new unplanned/unanticipated opportunities arise;
  • Value maximization plan clearly and simply spells out key timelines, milestones, targets, and individuals accountable for each key plan component and specific results;
  • Reporting format and information flow provides frequent, timely and accurate information to Board on plan progress and any variances;
  • Board addresses plan variances quickly and directly: Management provides concrete responses on how shortfall will be corrected, by whom and when;
  • Chair adopts a primary role in foregoing;
  • Maintenance of ‘day to day’ management by CEO and rest of executive team;
  • Highly engaged level of functioning by Board and a shift in primary focus towards value creation; and
  • Robust debate and review of plan execution is primary board meeting agenda item; and at least one presentation each board meeting from key personnel below the senior level, on that particular individual’s role in the value maximization plan and a full discussion of progress to date in that regard.

9. CEO and other management information/personnel funneling, channel blocking, and starving of the Board; a weak Chair who does not cure; buy-in to “nose in fingers out” drinking of the Kool-Aid promulgated by Management and even director associations (see item 8 above), without an activist Director who can move the room;

10. Lack of executive/in camera sessions without any Management (including General Counsel / Corporate Secretary) in the room (i.e., executive sessions of and with: the Board; each Committee; each independent oversight function (see item 6); each external assurance provider (item 6); and key Shareholders, without Management);

11. Lack of regular meetings with Directors and major long-term Shareholders, and Board Chair directing counsel not to interfere; and failure of Board to understand/appreciate, or be misinformed about, shareholder base, and their concerns, behaviors, styles and preferences, including dissident activity by insurgents and activists: no early warning system or rapid response, experienced fight team, and being caught flat-footed;

12. Not listening to, or acting upon, advisory, precatory or withhold proposals, resolutions, votes, the will of shareholders, or listening to advisors, or having conflicted advisors, and curing the underlying issue(s) promptly;

13. Lack of value creation plan, with focus on innovation or strategy by the Board, or a separate board Committee if the Board cannot or will not (see item 8 above for what this looks like);

14. Lack of confidence in Directors by investors: A board incapable or unwilling to direct, control or replace underperforming, ineffective or inefficient Management;

15. An arrogant, insulated, bloated, complacent, non-introspective, defensive, clubby or otherwise inexperienced board that is in denial, not in charge, has lost objectivity, is not credible, does not have a sense of urgency, cannot be relied upon, and/or has become entrenched;

16. A governance analysis by a Board that is not at least equal to that of the activist, who bases theirs on public (not inside) information;

17. Directors who are ‘paid for showing up’ (per meeting, per committee, flat fee, etc., or excessively paid) without incentive link from their pay (cash and equity) to individual performance and/or achieving company value creation hurdles; and spending Directors’ own money on stock, vs. being awarded stock for attendance (current);

18. Boilerplate, inadequate, complex or gamed disclosure;

19. Failure to appreciate the sophistication, resources, screening, homework, PR, signaling, persuasive ability, staying power and resolve of an activist to go the distance;

20. A Board allowing Management to become emotional and attack the activist, rather than focus on the value creation plan, the issue(s), and communicating this to Shareholders to win support, or compromise, or resolve with the activist (as the case may be);

21. A Board itself becoming defensive to reasonable governance enhancements or significant reform: going dark, lawyering up, engaging in window dressing, di minimis action, and/or siding with Management at the expense of the Company and Shareholders (as the case may be), thinking the issue will go away; or acting in the best interests of company as pretext for perceived self interest;

22. Entrenchment: Non reasonable pills, staggered, dual, super, restrictions, thresholds, advance notice, bylaws, etc., devised by incumbent Management counsel, approved by Board, and perceived to hide, block or frustrate fluid market for corporate control and/or director removal;

23. Advocacy and funding of trade associations, advisors, lobbyists to resist governance reform (using Shareholder money by self-serving Management is the view of some activists);

24. Inadequate attention to validating (and on occasion misrepresenting) each Director’s expertise: in other words, linking the strategy and value creation plan of the Company to each Director’s separate competencies;

25. Not countering the expertise and track record of each incumbent Director on the Management slate vs. each prospective Director on the dissident slate, removing any weak Director on Management slate where necessary: in other words, not countering the activist two part concerns that: (i) change is necessary, and (ii) the activist Director slate can more effectively address the change;

26. Management hubris, herding, empire building, going beyond pure play, poor capital deployment or cash oversight, asset or supply chain mismanagement, deficient operating, financial or strategic performance, or running out of options, and Board not owing the best ideas for unlocking of shareholder value before the activist does, with the Board being perceived as “enthusiastic amateurs” (large institutional shareholder CEO, from interviews);

27. Over-reliance on inflated peers and hyper benchmarking, (salary-disguised, non stretch bonuses, LTIP not performance-based (PSUs)), and 17% of CEO pay unrelated to performance rather than structural result of year-over-year above-median peer group pay (Elson and Ferrere, August 2012);

28. Excessive compensation equity to management: mixed relationship to performance, tendency to manipulate, and a Board moving goalposts;

29. Lack of proper independent governance treatment and disclosure of waste, conflicts of interest, related party transactions, complex structures, use of corporate opportunity, and extraction of Shareholder money to founder, family or insider, and sleepy Board;

30. Lack of integration of academic research: Recent disclosure in reference to 1994 Dey guidelines: “We did virtually no research.”; and

31. Board or retained management advisors that subscribes to the myth, or do not confront the evidence, that hedge fund interventions do not create long term positive operating performance and value for all shareholders, when systemic study shows they do (Bebchuk, July, 2013: analysis of 2000 interventions over 1994-2007 studied @ 5 year periods).

Richard W. Leblanc, PhD

 

 

 

When does it become unethical for a director to continue to serve?

I spoke to corporate and not-for-profit directors in Dallas, Texas, today, about board dynamics and board renewal. The subject of the length of board service and director retirement arose. I said there was a recent study that the optimal service for a director was nine years, beyond which firm value was adversely affected. Many directors serve beyond nine years. The most excessive example of long service occurred once when a director of a community bank board said, “Richard we have four directors who have been on our board for over 50 years.” I mistakenly thought that this was 50 years in total, among the four directors. But I was wrong. There were four directors who had been on the board for over 50 years, each.

Many directors hang on to directorships for far too long. I counted several directors who have been on corporate boards for 10, 15, 20 and 25 years. This blocks board renewal, up-skilling, and diversification. Incumbent directors offer reasons for staying: how they know the company, enjoy serving, etc., and are skillful at wiggling, raising the retirement age to 71, 72 and now 75 (from 69 and 70).

The academic evidence however does not support excessively long-serving directors, or directors who are serving on multiple boards (known as “over-tenured” and “over-boarded” directors, respectively). Firm value is adversely affected for over tenured directors (inverted U shape in relation to firm value); and oversight and long term performance are compromised by “consistent and convincing results” (according to Stanford researchers) for busy boards composed of over-boarded directors.

Often the most vocal directors are those who are the least relevant or most affected by renewal. When you do a proper board review, it is apparent who is performing and who is not. There is resistance to an expert third party board evaluation by underperforming directors for fear of being found out. Directors know who the non-performers are. I said to the audience this morning that every board has one (or more) underperforming or dysfunctional directors, and if you don’t know who it is on your board, then it is you.

If boards do not solve their lack of renewal, regulators will do it for them. It is already starting. Regulators in the UK, Australia, India, Hong Kong, Singapore and other countries are imposing term limits on directors of between 9 and 10 years, beyond which independence is questioned. Regulators are imposing diversity requirements on boards. In the UK, even auditors are subject to tendering every five years. Regulators read the press reports of directors serving 40 years, auditors even serving up to 100, and communicate with academics on what the empirical research findings are.

The fact of the matter is that boards, as self-policing bodies, may be incapable of solving the renewal issue on their own because of entrenchment and self-interest. And herein lies the ethical question, posed to me by a director today: “When does hanging on or digging in breach a fiduciary duty by the director to act in the company’s best interest, rather than the director’s?” When should doing what is right; putting oneself at risk; having proper succession planning; mentoring, coaching and developing the next generation of directors; and letting go gracefully and honorably, matter?

This is an integrity issue. If – or perhaps when – a director becomes irrelevant, or is destroying value, is it ethical for that director to continue? Is it ethical for the board to allow that director to continue? The problem is doing what is ethical vs. acting out of self-interest can get commingled in an under performing director’s mind, or even a founder’s mind, or even other directors’ minds (who have been captured by the entrenched director colleague), without an objective measurement. This is neither person-proofing governance, nor in the interests of the company and its shareholders.

Aggrandizing long service, referring to “god fathers,” compounds this renewal problem and wearing as a badge of honor how many boards one has served on, or does serve on. As one “godfather” recently remarked in open session at a corporate governance conference, “We did virtually no research.” Well, maybe research should be looked to more when policy is developed. Firm value and the oversight of shareholder investment are at stake.

Eventually, a director fights redundancy and relevance. A tipping point is reached if there is indefinite service. It is inevitable. No one wants to be irrelevant. If there is no policy or, better yet, no measurement of actual performance and follow up accordingly, self-interest is perpetuated and complacency is allowed to continue, by the very people who should be leading by example. Directors need to know when it is time to go. And if they do not, regulators will.

 

What are some best governance practices of award-winning companies?

 

Photo tweeted by @tyfrancis

Photo tweeted by @tyfrancis

I recently served on a governance awards judging panel assembled by the Canadian Society of Corporate Secretaries (CSCS). Winners of the awards were announced at this organization’s annual conference in Halifax last month. I participated in a plenary discussion to discuss some of the winning practices, and governance generally.

Here are the six award-winning companies, the categories under which they won, and their governance practices and results that they have that are, in my view, exemplary, in no particular order:

Shoppers Drug Mart – Best practices in managing boardroom diversity

  • Five out of eleven Directors are female, with two of three women Committee Chairs;
  • Continuous review of a robust director competency matrix, including focusing on board dynamics and decision-making;
  • Detailed director recruiting using precise director profile output resulting from the competency matrix assessment;
  • Board does not require CEO experience, and Board recruits and appoints first-time Directors;
  • Prospective Directors includes individuals not previously known to incumbent Directors;
  • Rigorous director interviews, including assessing capacity for constructive challenge, and comprehensive, tailored onboarding process; and
  • Limits on board tenure, over-boarding and interlocks.

Bank of Montreal – Best use of technology in governance, risk and compliance

  • Board portal with encrypted materials on a secure intranet site, secure email, user friendly interface, paperless iPad, and separate Director education iPad App;
  • Global entity records and management systems, with searchability, real time accuracy and updates, customization, validation, aggregation, and comprehensive, enterprise-wide compliance monitoring and reporting;
  • Investor relations alerts, conference calls and audio webcasts;
  • Ethics, legal and compliance: interactive, tailored, training annually for select employees, and suppliers, with user guide and follow-up;
  • Specialized regulatory training for senior management, all other employees, to educate, train, strengthen risk culture, using internal website, mandatory readings and eLearning;
  • Online governance and director assessment by the Board;

BCE – Best overall governance

  • Individual annual director elections, majority voting, independent Chair, advisory vote on executive compensation, and director interlock and tenure guidelines;
  • Internal audit and Risk Manager Officer report directly to Audit Committee Chair;
  • Electronic voting at annual shareholder meetings;
  • Comprehensive ethics program, focus on audit independence, and whistle-blowing policy;
  • Full written governance mandates, board leader position descriptions, education, orientation, and comprehensive board evaluation process and governance disclosure;
  • Focus on director competencies, geography and performance;

Tarion Warranty Corporation – Best approach to board and committee support

  • Annual work plan, consent agendas, skills matrix, terms of reference, position descriptions, and board portal;
  • Third party governance review, including peer to peer review of Directors;
  • Term limits for Board Chair and Directors, and guideline limits for Committee Chairs;
  • Six Directors with board certification;
  • Balanced score card and key performance indicators (KPIs) for company and CEO performance;
  • KPIs presented to Board at each meeting in dashboard format, and reviewed in depth by Audit Committee;
  • Stakeholder relations department to enhance focus on stakeholder satisfaction, engagement and communication;

Canada Council for the Arts – Best shareholder / stakeholder engagement

  • Highly consultative culture and stakeholder engagement, exemplary annual reporting, rotating meetings geographically;
  • Strategic engagement (financial and non-financial), outreach, dialogue, surveys, consultation sessions and workgroups, with comprehensive, exemplary written shareholder and other stakeholder reporting, follow-up, and use of social media;
  • Direct Board contact with artists, arts community, partners, leaders and other stakeholders;
  • Directors as ambassadors at stakeholder outreach events, nationally and internationally;

TELUS Corporation – Best sustainability, ethics and environmental governance program

  • Board and Committee leadership to monitor corporate social responsibility (CSR), including environmental policies, enterprise energy strategy, ethics policy, whistleblower policy;
  • Employee, environment and community engagement, culture and performance (numerous examples and leadership);
  • Governance Reporting Initiative reporting on CSR performance since 2000, third party reporting verification, stakeholder solicitation, and CSR reporting recognition;
  • Environment management system since mid-1990s, carbon footprint reporting early adopter, and alignment goal of ISO 14001:2004 compliant by 2014;
  • CSR metrics integrated into strategic planning, and CEO and other executive performance objectives; and
  • Supplier code of conduct in 2011 for business partner adherence.

It was an honor to serve on this judging panel and the above Canadian companies should be celebrated – as well as their Directors – for setting the ever-rising bar for effective corporate governance.


text cloud