Corporate Secretary - September 2008

• Disclosure rules undergo a profound change
• Cox pushes for plain English, again
• The SEC intends to catch up technologically
• Automation allows for better cross-company comparisons
• Advances will free up human and financial capital

By Michael Reilly

• New facility for direct communication between governance stakeholders
• Rapid progress as companies and investors seek new insights
• Better understanding leads to fewer proxy battles
• Despite Reg FD and other legal concerns, candid disclosure is possible
• Various commentators will round out perspectives

By Brendan Sheehan

• Delaware rules against reimbursement of proxy expenses
• Despite loss, activists are claiming victory
• Binding bylaw proposals deemed a ‘proper subject for action’
• The ruling may have broader implications for other governance issues
• Activist funds are preparing a slew of related cases
By Mary Beth Kissane

• Slow to the punch, CSR is finally gaining foothold in corporate Canada
• To avoid reputational risk, firms pay attention to corporate citizenship
• New regulations will formalize suggested ethical practices
• Some companies initiate CSR approaches imbedded in ethics programs
• Ethical grounding starts at the board level 
By Adam Piore

• Cynics question the point of switching from Canadian GAAP to IFRS
• Change may lead to renewed SOX exposure
• Convergence is much more than an accounting problem
• Communication with shareholders is vital to ensure a smooth transition
• Boards must take an active oversight role
By Erik Sherman

• Shareholders may need to lose anonymity if market reform is to work
• CCGG will wait on disclosure implementation before pushing say on pay
• Issuers adopt majority voting more often, but reluctance remains
• Proxy voting system takes hints from Denmark and Australia
• Proposal for single regulator with separate enforcement and regulation
By Janine Armin

• Conference Board honors top achievers in governance
• Good governance is a complex process at universities
• Corporate performance management a primary focus at RBC
• MEC wins for sustainability, reflecting the values of its members
• Companies hone processes for next year
By Brendan Sheehan

• Canadian proxy arena is witnessing swift change
• New rules make shareholder ID a lot more important
• Lack of understanding can lead to risky proxy fights
• Electronic platforms may help streamline the system
• Corporates are pushing for greater transparency 
By Gwen Moran