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Davies Governance Insights 2011 |
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We are often asked by our clients how their governance practices compare with the practices of other issuers of comparable size or to help them develop practices that align with those adopted by issuers in the same industry sector. It is important for each issuer to develop governance practices that are appropriate for it – practices that promote effective decision-making in the best interests of the issuer. The size and industry of the issuer is, of course, relevant, but so too are the issuer’s age and stage of development, its culture and the personalities of members of management and the board. However, trends among other issuers can provide a valuable point of reference for boards and management teams of Canada’s public companies in determining which practices are most effective for them. For this reason, we have completed an extensive analysis of trends in Canadian corporate governance. The statistics on Canadian corporate governance practices presented in this report are based in large part on our review of the 2011 management information circulars available for 360 of the issuers included in the S&P/TSX Composite Index (the “Composite Index”) and the S&P/TSX SmallCap Index (the “SmallCap Index”). Where it was helpful we have highlighted separately the practices of the two component parts of the Composite Index: the S&P/TSX 60 Index (the “TSX 60”), the 60 largest issuers on the TSX by market cap, and the remaining 200 issuers on the Composite Index (referred to as the “Completion Index”). We have supplemented the data we have collected with our expertise in governance and with insights on the background and significance of the trends that emerged from our research. |
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© 2012 Davies Ward Phillips & Vineberg LLP