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Some of Canada's most prominent corporate directors are mounting a campaign against new standards tabled by securities regulators to overhaul the duties of boards of directors, arguing they are both ill-timed and weaker than current guidelines.

Peter Dey, chairman of Addax Petroleum Corp. and the creator of Canada's original corporate governance standards in 1995, and lawyer Carol Hansell convened a meeting of 15 corporate directors last week to develop a response to the new guidelines from Canada's provincial securities commissions.

The new standards propose to substantially alter Canada's 18 existing governance guidelines for boards of directors, covering issues such as director independence, composition of board committees and nomination of new directors.

Mr. Dey said he doesn't understand why wholesale change is needed, noting he has not heard corporate directors complain that the existing voluntary guidelines are too onerous.

And he said the corporate community is far too distracted by the recession to tackle a fundamental overhaul of governance practices at this time.

"If we do need this, it's not apparent why," he said. "And if we do need it, let's visit the issue when we're not so focused on basic survival issues."

Doug Hyndman, chairman of the British Columbia Securities Commission and an advocate of adopting "principles-based" regulations, said the reforms stem from an old commitment by regulators to review the governance rules for controlled companies with majority shareholders. He said they were especially championed by Quebec's regulator.

"We concluded that, really, we should make a more fundamental change rather than just trying to tinker with it to fix that problem, and go back to a clean sheet of paper and say, what's the best scheme we can design," he said.

Mr. Hyndman added he is not surprised that directors would question whether reforms are needed now, especially since the existing regime has only been in place for a few years. He said regulators also debated that point, but felt the changes were valuable enough to warrant proceeding.

"But that's certainly a subject that's worthy of debate."

Canada's current rules require companies to abide by the guidelines or else explain to shareholders in their annual proxy circulars why they are not accepted - a system dubbed "comply or explain."

The proposed new rules - open for comment until April 20 - outline nine optional general governance "principles" on which companies would have to comment, offering any "examples of practices" they wish to report.

Ms. Hansell said this means, for example, that companies would no longer need to tell shareholders whether they have a fully independent compensation committee to determine executive pay, only having to describe any practices they have "to establish and maintain appropriate compensation policies."

Ms. Hansell, a Bay Street lawyer who is also a director on the board of the Bank of Canada, said companies could meet many of the new requirements with only vague statements of practices.

Stephen Griggs, executive director of the Canadian Coalition for Good Governance, said the governance proposals at best do nothing but rearrange existing guidelines. "At worst, it is going to allow for a reduction of governance at a number of companies."

Mr. Dey said he is also concerned about the process used to create the new standards. He said reforms should come from directors in the trenches, similar to the approach used by the Toronto Stock Exchange in creating the Dey committee, comprised of corporate directors and major investors.

"I think the private sector is better-positioned to establish governance standards, and I think they're more credible to the investor and other stakeholder communities," he said.