Directors Source News - March 2009

• IFRS Conversions: What CFOs
  Need to Know and Do
• Directors' Alert: Key Issues Facing
  Boards in Uncertain Times

• Canadian Securities Regulators
  Emphasize Disclosure Obligations
  for Current Market Conditions
• Canadian Securities Regulators
  Propose Amendments to Corporate Governance Regime

• Post Your Directorship Opportunity Here

• 101 Boardroom Problems and
  How to Solve Them

• What Directors Think
• 2009 Current Developments for
  Directors
• Canadian Board Index 2008: Board Trends
  and Practices of Leading Canadian Companies

Although the Canadian transition to IFRS will occur in 2011, CFOs need to begin now to address the implications of the conversion for their organization. This involves consideration not only of the conversion process itself, but of issues relating to risk, stakeholder relations, financial reporting, and internal controls which will be triggered by the transition. In preparing for the conversion, Canadian companies have the benefit of the experience of companies in the European Union who converted to IFRS in 2005.

This publication provides an overview of the role of the CFO in the conversion to International Financial Reporting Standards (IFRS). It sets out the areas in which the CFO provides critical input to the other members of the management team and to the board of directors. CFOs, boards, and others can use it as a guide to assist them in making a successful transition to IFRS.

In today’s volatile economy, Directors may feel that corporate governance means deciding which fire to put out first.  A more prudent and effective approach is to identify the most crucial issues through a systematic assessment.

What areas merit close attention and oversight? Financial reporting is often the first point of focus as fair value, breaches of covenant, and other issues impact disclosures and identify the need for greater financial flexibility. The business model should be scrutinized, as should the organization’s competitive position. Risk management practices – encompassing executive compensation and regulatory issues – should be assessed, as should increasingly urgent matters like IFRS transition and climate change. Finally, companies need to prepare for increased investor and shareholder activism.

Link to full document

Link to full document

101 Boardroom Problems and How to Solve Them

Author: Eli Mina
Published: October 2008

This 10-chapter book covers the following topics: faulty directors; governance and structural issues; unethical culture; procedural issues; problematic board members; the ineffective board chair; dysfunctional boards; unproductive board meetings; flawed interactions with management; flawed interactions with the community.

Click here to purchase

The 2008 What Directors Think survey, coproduced by Corporate Board Member and PricewaterhouseCoopers LLP, reached 1,040 corporate directors to ascertain which board functions they feel are most challenging, which ones they are most confident about, and in which areas they believe they are most effective.

The study confirms that corporate directors are focused on risk management as an important, ongoing boardroom priority. Directors’ other top concerns are strategic planning, succession planning, and the recruiting of new members to enhance board strength and skills.

Current developments for directors, by PricewaterhouseCoopers, looks at the key issues facing a director. Its purpose is to offer information, insights, and practical guidance so that directors can meet the demands of their role more knowledgeably and enrich boardroom discussions.

Some of the key issues stand out in 2009 for directors:

• Implications of the economic crisis
• Governance and risk management
• Changing regulatory landscape
• Trends in governance scrutiny
• Taxes: What’s on the horizon?

These issues have long been part of the director’s job description, but their importance is now much more explicit. New regulations and standards are having an impact on them, and the attention focused on them in the media and elsewhere has increased.

Released: February 2009

The 13th annual Canadian Spencer Stuart Board Index (CSSBI) studies director compensation, governance practices and trends for 100 of the largest publicly traded Canadian companies (annual revenues exceeding $1 billion) and includes comparisons with comparable U.S. companies. The 2008 CSSBI also contains a special report on director succession, touching on recruitment challenges and the changing profiles of incoming directors to the boards of leading Canadian companies.

All the directors appointed to CSSBI 100 boards (over 600 individuals) since 2000 were analyzed to further understand the succession dynamics of many leading Canadian companies. Key findings include: Individuals without prior public company experience (“first timers”) are being increasingly appointed to CSSBI 100 boards. First Timers made up an average of 24% of all new board appointments from 2006 to 2008, up from 14% from 2002 to 2005. Women represented a growing proportion of the first timers. Also in 2008, the proportion of women directors serving on CSSBI 100 boards showed its first increase since 2005, edging up 5% over the prior year. Women made up 21% of all new board appointments from 2006 to 2008, up from 13% from 2002 to 2005. CSSBI 100 boards have also caught up to the boards of comparable U.S. firms in terms of gender diversity.