How the ICD is Increasing its Influence

Mar 11, 2017
As the Institute of Corporate Directors continues to develop its capacity to represent
the interests of Canada’s boards and directors, we are also refining how we collect
the opinions and perspectives of our members.

Many of you have responded to the 2017 ICD Director Outlook Survey. This is our first broad-based survey seeking your views on the important economic, business, governance and social trends that are having an impact on your organizations. As senior leaders and influencers across all sectors of the Canadian economy, it is crucial that your voice is heard and understood and, where appropriate, reflected in
the regulations, legislation and policy discussions affecting your operations and communities.

The insights gained through this exercise will allow us to better communicate the concerns and priorities of Canada’s board leaders to our important stakeholders, including governments and the media.

Recently, we had an opportunity to convey the ICD’s perspective on a matter of particular importance to Canada’s directors when we were asked to appear before the House of Commons standing committee studying proposed amendments to the Canada Business Corporations Act. While it was our view that the government has taken a measured approach in its review of Canadacs governing corporate statute – opting to implement much-needed changes such as permitting electronic notice of meetings and access to information, and choosing not to pursue reforms such as increased proxy access – we continued to have some concerns regarding two proposed amendments.

On the issue of majority voting, where individual directors will need to obtain a majority “for” vote to remain on the board, we argued that Toronto Stock Exchange rules already mandate this but, unlike the CBCA proposals, allow boards to retain such directors under “exceptional circumstances.” As such, we argued that changes to federal legislation are not necessary and could lead to unforeseen circumstances that could impair the board’s ability to conduct business. We also argued that venture companies should not be subject to majority voting.

On the matter of diversity disclosure amendments, we applauded the government’s leadership on gender
diversity and detailed the ICD’s commitment to improving outcomes in this regard. We also raised a couple of
cautions, namely that the government’s proposal to mandate that companies outline their diversity policies beyond gender risked sending a signal that all and any diversity at the board is tantamount to gender diversity, which we do not believe is the case.

We further argued that instead of subjecting small issuers to the same requirements as larger-cap companies, patience is required with young, growing companies and what is needed instead are tools and assistance to help them achieve more diversity over a reasonable time period.

Finally, I was pleased to meet recently with the policy committee of the ICD Quebec Chapter to detail ICD National’s priority policy issues and discuss our research and policy development process. As importantly,
I was privileged to learn from this group the issues of greatest concern in Quebec and how the committee’s members leverage their experience and contacts to constantly increase the relevance of the ICD in that province.

As we move toward our national conference in June, we are focused on learning more from our members,
developing higher-value relationships with our colleagues across the country and applying these to strengthen our voice for Canada’s board leaders.

Matthew Fortier
Vice President of Policy
Institute of Corporate Directors

Source: Director Journal (March/April 2017)