Corporate Governance Consulting for Canadian Reporting Issuers

Introduction

In January 2004, the OSC issued a "Request for Comment - Notice of Proposed Multilateral Policy 58-201 Effective Corporate Governance and Proposed Multilateral Instrument 58-101 Disclosure of Corporate Governance Practices".

The stated purpose of the Proposed Policy is to confirm as best practice certain governance standards and guidelines that have evolved through legislative and regulatory reforms and the initiatives of other capital market participants. For example, in July, 2002, the Sarbanes-Oxley Act (SOX) was enacted in the United States. SOX prescribed a broad range of measures designed to restore the public's faith in the U.S. capital markets in the wake of several U.S. financial reporting scandals. Since then there have been a number of regulatory developments including, most recently, the approval of revised listing standards of the New York Stock Exchange (NYSE) and the Nasdaq Stock Market in November, 2003.

IRI's Business Solutions

IRI provides business solutions for each of the best practices recommended in the Proposed Policy, as follows:

• maintaining a majority of independent directors on the board of directors (the board) and adopting a process for determining what competencies and skills the board as a whole should have, and applying this result to the recruitment process for new directors
• Assisting reporting issuer to identify and evaluate suitable individuals
• Confirming individuals meet the new "independence" tests
• Providing independent directors
  
• holding separate, regularly scheduled meetings of the independent directors
• Advising on the appropriate board papers, minutes and documents that need to be prepared
  
• adopting a written board mandate
• Preparing board mandates for reporting issuers
  
• developing position descriptions for directors and the chief executive officer
• Preparing position descriptions for the officers of reporting issuers
  
• providing each new director with a comprehensive orientation
• Preparing and presenting orientation programmes for new directors
  
• providing all directors with continuing education opportunities
• Preparing and presenting continuing education programmes for new directors (either in-house or public courses)
  
• adopting a written code of business conduct and ethics
• Preparing a Code and customizing it for each client
  
• appointing a nominating committee composed entirely of independent directors
• Preparing the terms of reference for the nominating committee
  
• appointing a compensation committee composed entirely of independent directors
• Preparing the terms of reference for the compensation committee
• Advising the compensation committee on compensation matters
  
• conducting regular assessments of board effectiveness, as well as the effectiveness and contribution of each board committee and each individual director
• Conducting board effectiveness reviews for reporting issuers

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