The Clarkson Centre for Business Ethics and Board Effectiveness is the locus of corporate governance research and communications at the Rotman School. The Centre monitors Canadian corporate governance trends and provides guidance to firms looking to improve their board effectiveness and disclosure.
Developed in spring 2003, the Board Shareholder Confidence Index comprises factors often used by active shareholders to assess Boards of Directors. While there are other variables not in our model that contribute to the effectiveness of Boards -- including elements that can only be observed from inside the boardroom -- we capture factors affecting shareholders' confidence in the Boards' abilities to fulfill their duties. These factors are different from the TSX Guidelines for effective corporate governance in that they take into account the shareholders' perception of risk. Based on factors available to those outside the walls of the boardroom, we evaluate and rank Boards of Directors by their potential to act in an effective way and by their performance, as indicated by past practices. The score is developed using four linked steps.
The result is a transparent, objective, and adaptable rating system that assigns companies listed on the S&P/TSX Composite Index a score out of 150.
A new study published by the Clarkson Centre for Board Effectiveness found that publicly listed family businesses in Canada, U.S. and UK survive longer, have more stability in the CEO position and have lower market volatility than their non-controlled counterparts. The study reviewed nearly 50 years of historical data.
The Clarkson Centre for Board Effectiveness (CCBE) collects data to support analyses of corporate governance practices, including the Globe and Mail's annual ranking of S&P/TSX Composite Index corporations, Board Games. In 2004 and 2006, the CCBE examined the phenomenon of overboarding: directors holding four, five, or more board memberships. Expecting a negative impact on corporate governance when TSX Index board members are burdened for time and attention, we unexpectedly dis-covered that corporations with busy directors outperform their peers on a variety of governance metrics. We shared our findings in two open access reports. More than a decade later, we're taking another look at overboarding.
The CSA now requires Canadian issuers to either disclose formal diversity policies for their boards of directors, or explain why they haven't got a policy. CCBE examined the impact of the "Comply or Explain" requirement on the diversity of Canada's largest public issuers and found that improvements in the representation of women on boards continues to improve slowly, but Comply or Explain doesn't appear to be a sufficient motivator on its own. In this partnership with Hansell LLP, we examine current trends in the representation of women on Canadian boards, and the impact, or lack thereof, of current regulatory requirements.
Our survey results take us one step closer to understanding the diversity of governance needs among family businesses. Through further engagement with owners, directors and managers, the development of tools and resources that are sensitive to these needs will finally become a reality.
2014 marks the Thirteenth edition of the BSCI, and we continue to see improvement among S&P/TSX Composite Index firms. The CCBE recognizes the generous support of the Ontario Teachers' Pension Plan toward our annual publication of the BSCI.
The Clarkson Centre for Board Effectiveness collaborated with the INSEAD Corporate Governance Initiative to compare corporate governance in Canada and the EU. The adoption of best practices has been much faster in Canada than in Europe. This is evident in areas as diverse as director renewal, board evaluation and time allocation.
In the US, Mercer reports that director compensation has increased partially due to increased market regulations like the Sarbanes-Oxley and Dodd-Frank Acts, as well as increased time commitments by boards.In this report I explore the changes in Canadian director compensation on the S&P/TSX Composite Index between 2009 and 2012 in the wake of the Financial Crisis.
How long is the average director tenure on the S&P/TSX Composite Index? How does it compare to the U.S. and the U.K?
David Beatty, Conway Director of the Clarkson Centre was recently appointed to the Order of Canada. Congratulations David!
The Clarkson Centre's new study shows that Canada's family firms have outperformed their widely-held counterparts over the past 20 years.