Slideshow
A decade of Board Games: What have we learned in 10 years?
Starting in 2002, The Globe and Mail has closely examined corporate governance practices in Canada for the past 10 years. Here are some highlights from each year.
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2002: The inaugural report
Board Games was launched in 2002 as a way of measuring corporate governance practices at companies in the benchmark S&P/TSX index. The annual survey measures indicators like board composition, shareholding, compensation, shareholder rights issues and disclosure for a possible total of 100 points. More information on the creation of the methodology can be found here.
Notable findings: Only one family-run business in Canada, Maple Leaf Foods Inc., ranked in the top quartile of companies studied. Companies that ranked high had majority independent boards, independent committees and separate positions for chairman and CEO. The survey also discovered that many of the boards had directors with close ties to the company, despite TSX guidelines against such practices. And just how small was the corporate board world in Canada? This chart helps shed some light.
Read the full report here.
Overall survey results
Who was on top:
- 1. Manulife Financial Corp.
- 2. TransAlta Corp.
- 3. TransCanada PipeLines Ltd.
- 4. Canada Life Financial Corp.
- 5. Finning International Inc.
Who wasn’t:
- 270. Alliance Atlantis Communications Inc.
- 269. Bema Gold Corp.
- 268. Rand A Technologies Corp.
- 267. Great-West Lifeco Inc.
- 266. Crystallex International Corp.
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2003: Corporate Canada opening up
The second edition of Board Games found that companies had made major improvements in their governance practices in the year following the collapse of Enron Corp. and the introduction of new governance requirements by U.S. regulators. More than two-thirds of companies saw their marks improve over 2003 despite some tougher new marking standards added that year. Directors were more independent than in the past, and companies beefed up their disclosure of board practices.
Read the full report here.
Overall survey results
Who was on top:
- 1. TransAlta Corp.
- 1. Royal Bank of Canada
- 3. Sun Life Financial Corp.
- 4. Finning International Inc.
- 5. CIBC
- 5. Enbridge Inc.
Who wasn’t:
- 207. CoolBrands International
- 206. Investors Group Inc.
- 205. Aastra Technologies Ltd.
- 202. CanWest Global
- 202. Bema Gold Corp.
- 202. Aeterna Labratories Inc.
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2004: Crisis management on the agenda
2004’s survey found even greater independence on boards and their key committees, and more diversification of directors as nearly half of new directors in that year were not sitting on another large board. The number of companies issued failing rankings (a score lower than 50) improved from 2002, but the number was still in the double digits for this year’s survey, and there remains a core of companies with little interest in making reforms.
Other highlights include how companies began making crisis management plans and the growing shareholder demands for more power to protest corporate moves or improve weak boards.
Read the full report here.
Overall survey results
Who was on top:
- 1. Manulife Financial Corp.
- 2. Bank of Montreal
- 2. Finning International Inc.
- 2. Suncor Energy
- 5th place held by six different companies
Who wasn’t:
- 218. CoolBrands International
- 216. Sino-Forest Corp.
- 216. Hummingbird Ltd.
- 215. First Calgary Petroleums
- 213. Wheaton River Minerals
- 213. Aastra Technologies Ltd.
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2005: Income trusts under the spotlight
2005 saw further improvements to corporate governance in Canada, but highlighted the stubborn holdouts resisting change. There was also discussion about brand new governance trends being proposed to Canadian companies - a practice known as majority voting that has since become widely adopted. Board Games also looked at the continuing controversy over dual-class shares.
Read the full report here.
Overall survey results
Who was on top:
- 1. SNC-Lavalin Group Inc.
- 2. Bank of Montreal
- 2. Bank of Nova Scotia
- 2. Suncor Energy
- 5. Finning International Inc.
Who wasn’t:
- 209. Reitmans (Canada) Ltd.
- 208. Duvernay Oil Corp.
- 207. Northern Orion Resources Inc.
- 206. Western Silver Corp.
- 205. Neurochem Inc.
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2006: Income trust boards - the new 'Wild West'
For the survey’s fifth anniversary the major topic covered was income trusts. An investigation by the ROB found that one-third of income trusts in Canada at the time did significant deals with insiders, 22 per cent of trusts were managed under an external contract and 20 per cent had at least one unelected director.
Other topics explored included whether or not corporate governance matters (the answer is yes), the introduction of new disclosure rules around executive pay packages, and a look at one of the biggest changes of the year: shareholders were allowed to vote against individual directors.
Read the full report here.
Video: The Globe's Janet McFarland discusses the 2006 income trusts governance rankings
Overall survey results
Who was on top:
- 1. Manulife Financial Corp.
- 2. SNC-Lavalin Group Inc.
- 3. Toronto-Dominion Group
- 4. Royal Bank of Canada
- 5. Bank of Montreal
Who wasn’t:
- 204. Reitmans (Canada) Ltd.
- 203. Aastra Technologies Ltd.
- 202. Bema Gold Corp.
- 201. Power Corp. of Canada
- 200. Atco Ltd.
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2007: Companies improve their disclosure
The major topic handled in 2007 was the issue of disclosure and how businesses fared at sharing key information. Many high-ranking companies were discovered to have been placing more emphasis on this area as a response to pressure from investors to improve transparency.
Another highlight was the rise of a discussion around having a mandatory retirement age - are they necessary or are there better practices for replacing long-standing directors? Montreal-based clothing manufacturer Gildan Activewear Inc. pulled off an unprecedented Board Games leap, rising from an overall score of 50 in 2002 to 96 in 2007.
Read the full report here.
Overall survey results
Who was on top:
- 1. Manulife Financial Corp.
- 2. Gildan Activewear Inc.
- 3. Canadian National Railway Co.
- 3. Toronto-Dominion Bank
- 5. Bank of Montreal
Who wasn’t:
- 190. Reitmans (Canada) Ltd.
- 189. Galleon Energy Inc.
- 188. Duvernay Oil Corp.
- 187. Yamana Gold Inc.
- 186. Oilexco Inc.
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2008: Board reforms face crucial test
Reform and recession were two words that were on corporate Canada’s mind in 2008. With the recession, Canada’s era of rising markets and economic growth was over, forcing corporate boards to face the realities at hand and put the governance reforms of the past decade to the test. Lessons from the downturn that year helped make the case that weak governance - weak controls, misplaced compensation incentives and flawed risk management - contributed to the rapid disintegration of venerable companies such as Bear Stearns and Lehman Brothers.
Board Games also explored the growing pressure on boards to address social responsibility and how the number of first-time directors continued to grow, thanks in part to an increase of women on many boards.
Read the full report here.
Overall survey results
Who was on top:
- 1. Gildan Activewear Inc.
- 1. Potash Corporation of Saskatchewan Inc.
- 3. Manulife Financial Corp.
- 3. SNC-Lavalin Group Inc.
- 3. Toronto-Dominion Bank
- 3. TransAlta Corp.
Who wasn’t:
- 180. Galleon Energy Inc.
- 179. ACE Aviation Holdings Inc.
- 176. TriStar Oil & Gas Ltd.
- 176. Power Corp. of Canada
- 176. Jaguar Mining Inc.
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2009: Women on board
2009 was all about the women as 59 per cent of listed Canadian companies had at least one female director, up from 50 per cent in 2006. But nine of Canada’s largest companies in the S&P/TSX 60 index - mostly in the mining sector - were still without a female director.
But one facet of the corporate director world hasn’t changed: Director recruitment remained mostly about who you knew as 72 per cent of board members surveyed said recommendations from existing directors was the most common method for seeking out new blood. Also, Toronto-Dominion Bank was profiled for their leadership on gender, ethnic and regional diversity of directors.
Read the full report here.
Audio conversation: What practical differences do women make on boards?
Web exclusive: Seven tips for women who want to get on boards
Overall survey results
Who was on top:
- 1. SNC-Lavalin Group Inc.
- 1. Toronto-Dominion Bank
- 3. Bank of Montreal
- 4. Bank of Nova Scotia
- 4. Manulife Financial Corp.
- 4. Royal Bank of Canada
Who wasn’t:
- 157. Pacific Rubiales Energy Corp.
- 156. Reitmans (Canada) Ltd.
- 154. Great Basin Gold Ltd.
- 154. Cardiome Pharma Corp.
- 153. Aecon Group Inc.
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2010: Proxy advisory firms flex muscle
Companies and their lawyers have complained privately for years of their frustrations with proxy advisory firms, citing what they see as poor-quality analysis, unclear voting decisions and perceived conflicts of interest when the advisory firms also sell consulting services to the companies they assess. But that quietly bubbling discontent started to boil over last year. The U.S. Securities and Exchange Commission issued a call for comments on ways to reform the shareholder voting system, and received a flood of submissions, with many of them focused on proxy firms. Canadian companies and organizations have also submitted comments to the SEC because the same U.S.-based proxy firms also hold a dominant position in both countries.
The growing practice of directors visiting the company’s operations was also explored, as was one CEO’s stand against the trend of splitting the role of CEO and chairman as an indication of good governance. Banks were also looked at again, with Bank of Nova Scotia chairman John Mayberry saying “the banking sector is really on top of [governance].”
Read the full report here.
Overall survey results
Who was on top:
- 1. Potash Corp. of Canada
- 2. Bank of Nova Scotia
- 3. Toronto-Dominion Bank
- 4. Bank of Montreal
- 5. Sun Life Financial Inc.
Who wasn’t:
- 187. Reitmans (Canada) Ltd.
- 186. Pacific Rubiales Energy Corp.
- 185. Detour Gold Corp.
- 183: Bankers Petroleum Ltd.
- 183. BlackPearl Resources Inc.
Gallery: Best governed companies in Canada gallery
Video: Janet McFarland discusses Board Games 2010
