R. Jeffrey Orr
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Corporate governance. Sharing some concerns on where the governance regulations may be heading. Policy in this area. The importance of corporate governance to Canadian business and competitiveness. Differences among and links between corporate management and corporate governance. Corporate governance as oversight of management. The importance of getting the governance part right. The link to management and performance. The myriad ways in which businesses compete. Their need to compete effectively. The need for diverse approaches to corporate governance; the same for regulators. Some examples of abuse - corporate failures and scandals. The problems with hasty resulting measures following a scandal. The Sarbanes-Oxley legislation in the U.S. and equivalent requirements in Canada and other countries. Governance scorecards. No single best way to govern businesses. Remarks on the approach taken by the Canadian Securities Administrators in 2005. The role of the board, with illustrative example. Problems with a flawed definition of independence. Some effects. The position of shareholders. Guidelines preventing the use of an extremely effective method of governance for a large swath of Canadian companies. The need to rethink the guidelines. A concern with the question of "self-dealing." How the Power group has handled this issue., with example. A potential unforeseen consequence of the guidelines. Some summary remarks about the importance of corporate governance and the need for Canadian regulators to get it right.