(March 19 – 11:30 ET) – Fostering a culture in which boards of directors can add value is a key focus of an interim report released today by the Joint Committee on Corporate Governance.

The report entitled Beyond Compliance: Building a Governance Culture is posted on the committee’s Web site at www.jointcomgov.com.

The report builds on the 1994 report of the Dey Committee, which led to disclosure guidelines for corporate governance that were adopted by the Toronto Stock Exchange in 1995. The committee’s recommendations are aimed at helping corporations build a healthy governance culture that goes beyond compliance and facilitates real change in the boardroom.

The report contains 27 recommendations for action aimed at improving the effectiveness of governance in Canadian public corporations. Among the key recommendations are:

  • All boards should have charters outlining their responsibilities and these should be disclosed to shareholders, along with position descriptions for the board chair and directors. Where the scope of a board’s authority is limited by the influence of a significant shareholder this should be disclosed in the charter.
  • Boards should have non-executive chairs and should meet regularly without management present.

Chaired by Guylaine Saucier, the committee was established by the Canadian Institute of Chartered Accountants, the Canadian Venture Exchange and the Toronto Stock Exchange to recommend changes to ensure Canadian corporate governance is among the best in the world.

“The most important task of a board,” said Saucier, “is to choose the right CEO and management team for the corporation. A cohesive, independent board of directors, with the right mix of skills and experience, and with strong leadership, can add considerable value to a corporation.”

“A key conclusion of our committee is that full and effective disclosure is more appropriate than regulation and can lead to real behavioural change as best practices are identified and adopted by others,” added Saucier.

The committee invites comments on the interim report until the end of May. All submissions received by the Committee will be posted, as received, on the committee’s Web site.