board of directors
A recent decision of the Ontario Superior Court of Justice addresses directors’ duties towards the corporation and its employees. Specifically, the court addressed whether a director or officer’s fiduciary duties extend to protecting an employee from the consequences of that employee’s own fraudulent acts.
Sooner or later, every enterprise will face a crisis. When it hits, the ability to side-step disaster depends on the effectiveness of your company’s response. Preparedness and oversight of crisis management is a key responsibility of the board of directors.
I think we all know that the board is supposed to have a majority of independent directors (at least in public companies) and to challenge the executives running the organization. That is what “oversight” means. But the board is also supposed to work with those same executives, sharing their insights and experience to complement that […]
While directors’ fiduciary obligations in the for profit sector has been the subject of considerable academic writing and, indeed, lawsuits, the principles that inform directors conduct and responsibility in that sector apply equally to the not for profit sector. We can expect to see a growing trend by which directors of not for profit organizations […]
Typically, the stewardship responsibilities of a board of directors include the identification of an organization’s principal risks, the implementation of systems to manage them, and the integrity of internal control and management information systems. Typically, an internal audit function plays a key role in assessing and reporting on these areas.
Hiring even the lowest-level employee can be tricky, and hiring the wrong person is bound to cause trouble. So imagine the potential problems that a board of directors must avoid when hiring a new chief executive officer. What does the company want from a CEO? Does the candidate have the right skills, connections and personality to fit the job and the company? Does the applicant’s education meet the needs of the company?
What board of directors couldn’t benefit from “A minute on minutes”—that’s board meeting minutes, get it? Here’s an outline of pros, cons and warnings, from basic to advanced.
Under the recently enacted Canada Not-for-profit Corporations Act, directors and board members can pass resolutions without holding actual meetings. Many organizations will likely find this measure convenient, particularly where members are often unavailable for meetings due to time and distance.
How can a not-for-profit organization ensure that its board members are living up to their responsibilities? How will they know whether their performance measures up to expectations? Can wide-ranging assessments of board members’ performance provide useful information to individual members and the board as a whole to help the board and its organization reach their potential?
Despite the rosy picture the CSA paints, I’m not surprised that many organizations are falling short of their governance disclosure obligations. With respect to National Instrument 58-101 – Disclosure of Corporate Governance Practices, the CSA found “unacceptable” shortcomings in 55 percent of reviewed organizations’ disclosures, compared to 36 percent in 2007. In this instance, reporting is getting much worse, not better.