Latest Articles (Members Only)
  • Non-GAAP: everybody’s doing it so let’s figure out what “it” is
    It’s been telegraphed for a while but earlier this month, the Canadian Securities Administrators (CSA) released new proposed rules on how companies present non-GAAP financial measures to the market.

    Non-GAAP measures are used by most public companies to explain their financial health to investors in a way they argue is more reflective of their business. While they vary between sectors, frequently used measures include adjusted earnings, adjusted EBITDA, free cash flow, cash flow per share, pro forma earnings, earnings before non-recurring items and others. In turn, analysts use these metrics to determine their view of the go-forward health of the company.







  • Mindful capitalism: a conversation about good corporate citizenship
    An increasing number of jurisdictions are implementing or proposing changes that would require corporations to account for their impact on the society in which they operate. And as we all found out last week, failure to adequately do so can lead to serious uncertainty.
     
    In the last issue of Director Lens, we examined proposed corporate governance rule changes in Australia, which included obligating public issuers to hold a “social license to operate”.   These guidelines were met with fierce opposition from many market participants who argued they constituted a move towards a “corporate nanny state”. The Australian Securities Exchange, believing the guidelines would help lift governance standards, nonetheless backed-off some of the more unpopular measures. 






  • Proposed corporate governance guidelines Down Under and the push-back from corporate Australia
    Recent proposed changes to corporate governance guidelines by the Australian Securities Exchange (ASX) that would include a “social licence to operate” have been met with fierce backlash from corporate Australia. Critics say the changes would distract from the true corporate purpose – that is, to serve the interests of shareholders, obey the laws of the land and cultivate its customers.  Like Canada, Australia is a resource-based economy dependent on exports.  Changes proposed to Australia’s governance regime are likely being closely studied by Canadian regulators.






  • Social media and the board: the good, the bad and the ugly
    Social media is a transformational tool that helps build brand awareness, engage customers, promote services and leverage new business opportunities. It allows companies of all sizes to harness an audience base, contribute meaningfully to conversations and target marketing and communications efforts. This is why it is rare to find a high-profile company without a substantial social media presence.

    As social media becomes an increasingly important part of doing business, important questions arise for directors: what is the board’s oversight responsibility and how should they respond if there is trouble?




Digital Media (Members Only)
Resources (Members Only)
  • 2018 diversity disclosure practices
    Women in leadership roles at TSX-listed companies
  • 2018 diversity disclosure practices
    Women in leadership roles at TSX-listed companies
  • Hydro One material change report
    On July 11, 2018, Hydro One Limited (“HOL”), on behalf of itself and its wholly-owned subsidiary, Hydro One, announced that following an approach by HOL to the Province of Ontario (the “Province”), they have entered into an agreement for the purpose of the orderly replacement of the board of directors of Hydro One and HOL and the retirement of Mayo Schmidt as the chief executive officer effective July 11, 2018.
  • Hydro One material change report
    On July 11, 2018, Hydro One Limited (“HOL”), on behalf of itself and its wholly-owned subsidiary, Hydro One, announced that following an approach by HOL to the Province of Ontario (the “Province”), they have entered into an agreement for the purpose of the orderly replacement of the board of directors of Hydro One and HOL and the retirement of Mayo Schmidt as the chief executive officer effective July 11, 2018.