Normes d’encadrement | Page 91

Selon un rapport du Intact Centre on Climate Adaptation of Waterloo, « Canada is ill-prepared for the increased flooding and extreme weather that will occur under climate change, and needs to act now or face much higher costs to fix damaged buildings and infrastructure in the future, a new report warns » (ici, The Globe and Mail, 30 octobre 2016).

“The one factor that is not well understood in Canada is that every day we don’t adapt is a day we don’t have,” said Blair Feltmate, the centre’s head and a professor in the faculty of environment at the university.

“We do not have the luxury of time; we’ve got to move on this file immediately. … We must build adaptation into the system now because if we don’t, the economic consequences and the social disruption it’s going to bring to the country will be very substantial.”

À la prochaine…

Ivan Tchotourian

Merci à Jacques Grisé d’avoir relayé cette initiative américaine d’un futur code de gouvernance d’entreprise : « Prélude à un code de gouvernance aux É.U. ! ». Son billet s’appuie sur l’article de Gary Larkin associé à The Conference Board Governance Center intitulé « It’s Commonsense to Have a U.S. Corporate Governance Code ».

Voici les bases de ce code :

• Every board should meet regularly without the CEO present, and every board should have active and direct engagement with executives below the CEO level.
• Directors should be elected by a majority  of either “for” or “against/withhold” votes (with abstentions and non-votes not be counted)
• Board refreshment should always be considered in order that the board’s skillset and perspectives remain current.
• Every board should have members with complementary and diverse skills, backgrounds and experiences.
• If the board decides on a combined CEO/Chair role, it is essential that the board have a strong independent director.
• Institutional investors that make decisions on proxy issues important to long-term value creation should have access to the company, its management, and, in some circumstances, the board.
• Companies should only provide earnings guidance to the extent they believe it is beneficial to shareholders.

À la prochaine….

Ivan Tchotourian

M. Shlomit Azgad-Tromer, publie un article intéressant sur les liens entre société par actions, droit et RSE : « The Virtuous Corporation: On Corporate Social Motivation and Law » (September 26, 2016, University of Pennsylvania Journal of Business Law, Forthcoming).

Above and beyond their traditional financial roles, contemporary corporations are increasingly assuming a normative role, promoting social agendas. The myriad normative roles assumed by the corporation, from profit-centered corporate goodness, to environmental and human rights corporate agendas and to corporate philanthropy, comprise an emerging corporate social identity. This article asks what induces corporations to pursue social agendas and provides an initial taxonomy for corporate social motivation, showing that the incentives to normative corporate conduct are often rooted in the business purpose itself. Central policy challenges are discussed, outlining the promise and the peril of emerging corporate social identities.

À la prochaine…

Ivan Tchotouris<an

Bonjour à tous et à toutes, le Business Roundtable (association privée regroupant les plus importants président de la haute-direction) vient de publier son dernier guide des principes de gouvernance d’entreprise. Intitulé « Business Roundtable’s Principles of Corporate Governance », ce guide

The latest edition of the Business Roundtable’s Principles of Corporate Governance makes one particular principle much more fundamental than it was in the previous edition of the guide.

That principle is diversity, a hot topic in the association world. In a key section of the report, the Roundtable emphasizes that a board should encompass in its members a variety of diverse backgrounds and experiences.

Les principes mis de l’avant sont les suivants :

1. The board approves corporate strategies that are intended to build sustainable long-term value; selects a chief executive officer (CEO); oversees the CEO and senior management in operating the company’s business, including allocating capital for long-term growth and assessing and managing risks; and sets the “tone at the top” for ethical conduct.
2. Management develops and implements corporate strategy and operates the company’s business under the board’s oversight, with the goal of producing sustainable long-term value creation.
3. Management, under the oversight of the board and its audit committee, produces Financial statements that fairly present the company’s financial condition and results of operations and makes the timely disclosures investors need to assess the financial and business soundness and risks of the company.
4. The audit committee of the board retains and manages the relationship with the outside auditor, oversees the company’s annual financial statement audit and internal controls over Financial reporting, and oversees the company’s risk management and compliance programs.
5. The nominating/corporate governance committee of the board plays a leadership role in shaping the corporate governance of the company, strives to build an engaged and diverse board whose composition is appropriate in light of the company’s needs and strategy, and actively conducts succession planning for the board.
6. The compensation committee of the board develops an executive compensation philosophy, adopts and oversees the implementation of compensation policies that fit within its philosophy, designs compensation packages for the CEO and senior management to incentivize the creation of long-term value, and develops meaningful goals for performance-based compensation that support the company’s longterm value creation strategy.
7. The board and management should engage with long-term shareholders on issues and concerns that are of widespread interest to them and that affect the company’s long-term value creation. Shareholders that engage with the board and management in a manner that may affect corporate decisionmaking or strategies are encouraged to disclose appropriate identifying information and to assume some accountability for the long-term interests of the company and its shareholders as a whole. As part of this responsibility, shareholders should recognize that the board must continually weigh both short-term and long-term uses of capital when determining how to allocate it in a way that is most beneficial to shareholders and to building long-term value.
8. In making decisions, the board may consider the interests of all of the company’s constituencies, including stakeholders such as employees, customers, suppliers and the community in which the company does business, when doing so contributes in a direct and meaningful way to building long-term value creation.

À la prochaine…

Ivan Tchotourian