Directors Source News - November 2008

• 20 Questions Directors Should Ask about Special Committees

• Canadian Securities Regulators
  Implement Improvements to Executive Compensation Disclosure

• Post Your Directorship Opportunity
  Here
  

• Webinar: IFRS – Practical Planning Strategies and Disclosure Requirements
• Webinar: 20 Questions Directors of Not-for-Profit Organizations (NPO) Should Ask about Strategy and Planning
• IFRS Immersion
• The Directors' Series – Market uncertainty: What boards need to know

• Managing the Non-Profit Organization: Practices and Principles

• Advancing Women Leaders: The Connection Between Women Board Directors and Women Corporate Officers

The Risk Management and Governance Board of the Canadian Institute of Chartered Accountants commissioned this document to help boards of directors discharge their governance responsibilities through the use of special committees.

A variety of different situations, from a takeover bid to an allegation of wrongdoing, may call for the formation of a special committee. It is crucial that boards of directors recognize when such a committee should be formed and understand the procedures for the formation of the committee, the relationship between the committee and other parties, and the manner in which the committee should carry out its duties.

What is the mandate of a special committee?

What procedures govern the workings of a special committee?

The mandate of the special committee may prescribe the specific procedures to govern the committee's formal deliberations, including the timing of notice of meetings, quorum requirements and related matters. Often, the mandate may simply incorporate the procedures specified in the company's by-laws governing meetings of the board of directors. In other circumstances, the committee may be empowered to establish its own procedures. For example, depending on the committee's work, the committee may wish to establish more stringent quorum requirements than are called for by the company's by-laws or, in other circumstances, the committee may wish to require matters to be approved by more than a simple majority vote. The committee may wish to grant the chair a second or casting vote, such as where the committee is comprised of an even number of members.

Generally, when establishing the special committee, the board of directors will appoint the chair. In other cases, the committee itself may be empowered to appoint the chair. In many cases, the issue may be insignificant; however, the board may wish to empower the committee to appoint its own chair particularly in circumstances where the board determines it appropriate for the committee to operate with a greater degree of independence.

Link to full document

Webinar: IFRS – Practical Planning Strategies and Disclosure Requirements

Date: November 18, 2008
Time: 12:30 ET
Format: 60 minute presentation followed by 15 minutes of Q&A

This highly informative session will provide practical advice for developing an effective IFRS transition plan. Gordon Heard of The Finance Group will identify strategies to focus your efforts on the issues most relevant to your organization and provide suggestions for available resource material. Kelly Gorman from the Ontario Securities Commission will connect this discussion to the regulatory requirements for MD&A disclosures regarding the progress of your company’s IFRS transition planning.

Webinar: 20 Questions Directors of Not-for-Profit Organizations (NPO) Should Ask about Strategy and Planning

Date: November 28, 2008
Time: 12:30 ET
Format: 30 minute presentation followed by 15 minutes of Q&A

The CICA, under the guidance of the Risk Management and Governance Board, has set itself the task of improving corporate governance. Since 2001 we have been producing guidance for boards of directors in the form of short, easy to use documents, posed as series of questions for directors to ask themselves or management. For each question, there is a brief explanatory background and some recommended practices to assist directors in performing their roles.

The 20 Questions documents for not-for-profit organizations have been developed in conjunction with established leaders in the NPO sector.

In this webinar, Gigi Dawe and Catherine Smith will provide an overview of the 20 Questions Directors of Not-for-Profit Organizations Should Ask about Strategy and Planning. They will guide you through the fundamentals of a strong strategic planning process and answer questions you may have about strategy.

IFRS Immersion

Date: December 2-5, 2008
Location: Kananaskis, AB

This four-day, in-residence program provides rigorous and comprehensive coverage of major IFRS requirements. You will benefit from a proven blended approach to learning – combining web-based and other self-study, in-class technical lectures and facilitated work group sessions where you will work on real life case studies and exercises designed to illustrate the application of concepts and information learned in the lecture sessions.

The IFRS Immersion Course is ideal for professionals who have attended the Foundations in IFRS Course (or equivalent). It will provide in-depth examination of major IFRS topics.

CPD CREDITS: Up to 27 Hours

The Directors' Series – Market uncertainty: What boards need to know

Date: November 13, 2008

The November 13 session of the Directors’ Series continues the discussion on the impact of the global financial crisis. This crisis, and the unprecedented government response, is transforming our global financial systems and will have a lasting impact on both financial institutions and the broader capital markets.

Join the session for a discussion of these issues, lessons learned and the impact that the global financial crisis is having on boards of directors, audit committees and corporate governance in general.

Please check the local start and end time for your city under Session Information.

Managing the Non-Profit Organization: Practices and Principles

Publisher: Harper Collins, April 2006

The non-profit sector is growing rapidly, creating a major need for expert advice on how to manage these organizations effectively. In this book, management guru Peter Drucker provides a collection of essays and interviews concerning the management, mission, performance strategies, people development and leadership development of the non-profit organization.

Click here for more information

This report explores the link between women board directors and women corporate officers, specifically addressing what the percentage of board seats held by women tells us about future increases in corporate officers positions held by women and what the implications are for businesses and for women.