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Inside Internal Controls

News and discussion on implementing risk management

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Shareholders have fundamental right to call meetings, Ontario appeal court rules

Court limits ability to refuse a proposal based on “personal grievance” exemption… The Court gave some considerations on the shareholders fundamental right to call meetings, on how to differentiate between “personal grievances” that are not properly matters for a shareholder meeting, and the business and affairs of the company, which are proper matters.

 

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Small change large consequences: Ontario’s regulatory change to the payment of directors

Directors simply cannot benefit from the property of a charity whether registered or not, either directly or indirectly. This article explains why and details recent amendments to Ontario’s rules to allow charities to pay directors for goods and services rendered.

 

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Much ado about nothing? Why directors should think about committee governance

Most not-for-profit organisations establish one or more committees to perform various roles. These committees can play an important role in the proper management and governance of the NPO.

 

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Ontario Superior Court comments on director and officer duties

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.

 

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The board of directors’ role in crisis management

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.

 

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The obligation of the board to challenge management

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 […]

 

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Directors’ responsibilities – Heightened awareness and standard

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 […]

 

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Internal control system: How is your accountability?

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In COSO’s updated Internal Control – Integrated Framework, one of the 17 principles they present is that the organization holds individuals accountable for their internal control responsibilities in the pursuit of objectives. Have you considered how your control system enforces accountability?

 

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How does your organization assess the effectiveness of internal audits?

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.

 

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Yahoo finds out the hard way that risk management measures take time now, save time and money later

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?

 

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Something for all the boards

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.

 

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Relief for far-flung and busy non-profit boards

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.

 

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What qualities make a good non-profit director?

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?

 

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Another look at governance disclosure

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.

 

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