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Valuable Corporate Governance Practices for Business in Canada


Valuable Corporate Governance Practices for Business in Canada
Corporate governance continues to evolve worldwide, including in Canada. The legislative reforms in Canada have enhanced the focus on environmental considerations, diversity, and artificial intelligence. Similarly, protecting the rights of shareholders and principals of the majority vote is also in the spotlight.
The following writing focuses on some crucial aspects of corporate governance worldwide, particularly in Canada.
Principles of Corporate Governance as Enunciated by the Organization for Economic Cooperation and Development (OECD)
On December 14, 1960, at a Paris conference, the OECD stated that policies should be made to encourage the following:

To achieve higher sustainable growth and employment, to raise the standard of living, and maintain financial stability  

To improve the expansion of World Trade on a multilateral and non-discriminatory basis  

The Rights of Shareholders

The rights of shareholders were one important policy devised by the OECD, of which Canada is a member.  

These rights include  

Secure method of ownership registration  

Right to Information  

The shareholder has the right to obtain any information promptly and regularly.  

Right to Information about any Fundamental Matters  

If there is any structure or arrangement in place that gives some members control not proportionate to their equity share, the stakeholders have the right to know about it.  

Transparency in the Corporate Control Market  

Corporate control, capital markets, and extraordinary transactions such as mergers and sales of Corporate assets should be transparent. Investors should be able to know their rights and their options.  

The transactions should take place transparently and under fair circumstances.  

The structure should not use anti-takeover devices to Shield management from accountability.  

Equal Treatment of all Shareholders, Regardless of Their Equity Holding  

The corporate governance framework should ensure good treatment of all stakeholders, including minority and foreign shareholders.  

Similarly, all stakeholders of a particular class should have equal and the same voting rights.  

They should have access to all relevant Information about the voting rights associated with buying shares.  

Processes and procedures for general shareholder meetings should ensure equitable treatment of all shareholders.  

Prevention of Malpractices  

  • There should be no insider trading.  
  • Prohibition of abusive self-dealing  
Disclosure of any Material Interest Related to Managers or Members of the Board
It’s a common misconception that ensuring profits and caring for the stakeholders’ interests are opposites. However, this is not the case because both are means towards the same end. Being fair, transparent, and responsible towards the stakeholders improves the company’s performance and attracts investment. Moreover, it gives the company a competitive advantage.
  • Staying on board with stakeholders plays a great role in maintaining the supply of components, raw materials, and other inputs, like labour, on a predictable basis.  
  • If any interruption comes in its provision, it can be a problem for the business.  
  • In this situation, the business will not only face problems but will also be unable to profit.  
  • Therefore, cultivating and maintaining productive relationships with the stakeholders is in the company’s best interest in the long term.  
  • The company’s treatment of its stakeholders is as important as its long-term performance.  
  • If the company does not have goodwill with them, it will hamper its image, and other suppliers will be reluctant to work with it, obstructing its progress.  
Strengthening Reputational Agents

Reputational agents are individuals who bridge the gap between the company’s insiders and outsiders. They seek to provide Information about the inside to outsiders.  

They also seek to introduce higher professional standards and apply peer pressure and, at times, sanctions to uphold them.  

It also refers to private sector agents, self-regulating bodies, the media, and civil society. These enhance the flow of Information and improve the monitoring of firms.  

Strengthening these agents, keeping the Information flowing, and keeping them on board improve the functioning of the Corporation. If there is more transparency inside a corporation, it becomes more accountable and efficient, and it leads to enhanced public trust in the business.  

Diversity
This is to ensure the representation of women on the boards of directors and in active positions. Since 2014, listed corporations have been obligated to make diversity-related disclosures. They are to submit annual documents on a “comply or explain” basis.

The report should include the following:  

Representation of Other Groups
The report should also include the following:
What is the policy regarding the inclusion in the board of directors and senior management of:
Representation of Other Groups
The Corporation should also submit a Report Explaining:

Are there any targets for ensuring the representation of designated groups? What is the progress 

“Say on Pay” Vote  

New laws are being created that grant the shareholders the right to decide the pay of senior management, considering their performance.
Mandatory Climate-Related Disclosures
The Canadian Securities Administrator (CSA) has introduced a policy that is coming into force. The policy requires disclosure about climate change in the following areas:
Artificial Intelligence
As artificial intelligence grows in businesses, the need to set certain limitations and establish checks and balances has also increased manifold. Therefore, regulators are exploring new laws that make it mandatory for stakeholders to oversee the use of artificial intelligence.
Conclusion

Corporate governance is an ever-evolving and expanding field. With new external challenges and opportunities and growing interconnectivity, laws and policies in Canada are also scrambling to manage the latest challenges and capitalize on the opportunities. Understanding the legislative framework and principles is mandatory to effectively run a business in Canada.

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