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This article is part of Board Games 2013, Report on Business's annual report on corporate governance. View the full rankings table: The best and worst governed Canadian companies in 2013.


The good news is that Canada has made progress for women on boards. The bad news is that it continues to be a snail's pace of change, with women now representing 12.3 per cent of directors in the S&P/TSX composite index, up from 10.9 per cent in 2011. Meanwhile, the proportion of S&P/TSX companies with no female directors has fallen to 38 per cent, from 41 per cent in 2012. At least change is moving in the right direction.

Veresen Inc.

Turns out that all the companies subjecting their directors to ongoing training sessions should simply hire better directors. That's the approach taken by Calgary-based Veresen, which says senior management gives directors regular presentations but, beyond that, the governance committee has concluded "continuing education programs for directors are not necessary on the basis that it recruits directors with the experience and ability necessary to fulfill all of their duties and responsibilities." Very efficient.

OceanaGold Corp.

If it happens, it happens.

That seems to be OceanaGold 's plan for adding a woman to its all-male board of directors.

"The board believes that the composition of the board fairly represents the interests of shareholders," the Australia-based company says in its latest proxy circular. "Notwithstanding this and in view of the company's diversity policy, the board is open to the appointment of an appropriately qualified female director." Good they aren't ruling it out.

Rio Alto Mining Ltd.

Executives at Rio Alto Mining should not take the bus on bonus day, because it could be hard to carry home all their pay in bulging briefcases. The mining company offers a bonus if the Vancouver-based company's share price exceeds various thresholds, payable in "1,000 ounces of gold." That works out to about 62 pounds (28 kilograms) of gold per person. But don't lie in wait for wheelbarrow-pushing executives – the small type says the bonus is payable in cash based on the price of gold. That's not nearly as much fun.

Fairfax Financial Holdings Ltd.

Shareholders typically endorse share-ownership guidelines to ensure directors will buy some shares and have some skin in the game. But what if there is no time limit to meet the guideline? At Torontob-ased Fairfax, directors are supposed to own shares worth five times their annual retainers. But director Alan Horn, on the board since 2008, owns no shares, although the company has said his spouse has had 500 shares since he joined the board. He does have 1,754 unexercised stock options he was granted in 2008. Maybe those will become shares one day.

Goldcorp Inc.

This Vancouver company says it has developed an "enterprise-wide diversity program" – a relative rarity in the mining sector – to improve the representation of women at the company. The program provides training, development and mentoring and aims to help women "understand opportunities for growth" within the company. With the natural resource sector overall posting the weakest numbers for women on boards and in senior management, this deserves a thumbs up.