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Inside Internal Controls

News and discussion on implementing risk management

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corporate governance

Implement effective governance practices in not-for-profits

There are increasing pressures on not-for-profit boards to implement effective governance practices. The growth in the sector and the increase in financial, cybersecurity, and other risk factors have fuelled pressures on not-for-profits to be more accountable to its members, donors and other stakeholders.

 

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CBCA amendments: Corporate governance changes

On September 28, 2016, the Canadian federal government introduced Bill C–25: An Act to amend the Canada Business Corporations Act et al. The proposed amendments are the culmination of the first substantive review of the Canada Business Corporations Act in 15 years and are the result of a consultation process initiated in 2013. The stated objectives of the proposed amendments are to, among other things…

 

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When it’s just not fair: The oppression remedy

While organizations have broad discretion to conduct their affairs as they see fit, courts may intervene if an organization’s conduct is unfair or oppressive. A recent case involving a Saskatchewan non–profit is a brief primer on the statutory oppression remedy, and is reminder that this remedy may be available in both non–profit and for–profit corporate statutes.

 

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Non-profit members and directors must adhere to corporate statutes and by-laws

The relationship between non-profit members and directors is sometimes akin to the relationship between parents and their newly-licensed teen-aged drivers. The key to the family car grants the teenager new freedoms, but sometimes, a parent’s only option is to reclaim the key. Members elect or appoint directors, delegating to them the power to manage the corporation. Corporate statutes and by-laws restrict the ability of members to participate in the management of the corporation once the directors hold the reins. Often, the only way for members to effect changes that the board opposes, is to reclaim the reins, by removing existing directors and appointing more amenable ones. http://canlii.ca/t/gh81g” target=”_blank”>Vaughan Community Health Centre Corporation v Annibale (2015 ONSC 2559 (CanLII)), recently examined the roles of members and directors, and the importance of adhering to corporate by-laws and statutes.

 

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Worldwide code of conduct reasonable exercise of management rights

Many multinational corporations have issued company-wide codes of conduct setting out baseline rules that apply to all of their global operations. A recent Ontario arbitration decision provides a good precedent for employers who may be concerned about balancing corporate governance interests against the rights of unionized employees when instituting universal codes of conduct.

 

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The dream of a national securities regulator lives on

No doubt you’ve heard about the debate over a national securities regulator. Maybe you’ve even paid attention a bit. (I believe there was a scuffle recently over a logo or something—and the location of the head office of the proposed regulator?) Anyway, the Federal Government has prepared a Securities Act and handed it over to the Supreme Court to decide whether the feds even have the legal authority to establish a harmonized national regime to govern capital markets.

 

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A broader view of workplace diversity

Workplace diversity efforts often focus on employees’ gender, race and ability. The Canadian Institute of Chartered Accountants wants to broaden employers’ horizons and help them see the larger picture of diversity. “The concept of diversity encompasses factors including age, culture, personality, skill, training, educational background and life experience. The influence of a variety of perspectives and viewpoints can contribute to flexibility and creativity within organizations, which can help them thrive in a complex and competitive global economy.”

Is she suggesting organizations hire unskilled and inexperienced workers with poor personalities? Probably not.

 

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OSC issues notice re disclosure of corporate governance and environmental matters

The Ontario Securities Commission has announced that it will undertake a review of corporate governance practices and environmental disclosure requirements in 2010, as part of a broader corporate sustainability reporting initiative.

What’s the significance of this announcement?

 

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