Governance Canada

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Home Capital: Where were the regulators?

In April, 2017, the Ontario Securities Commission revealed allegations (which have been not proven) that Home Capital Group Inc. and three of its executive officers at the time made materially misleading disclosures for 2014 and in 2015. Why did it take two years for the OSC to make public its allegations of failed disclosure while shareholders traded on information that the OSC now alleges was misleading? Home Capital’s financial businesses, Home Trust and Home Bank, are federally supervised by the Office of Superintendent of Financial Institutions and the Canada Deposit Insurance Corporation. Presumably they were on Ottawa’s watchlist, but depositors and investors were not aware. At the start of 2015, Home Capital’s shares traded around $42 per share are are now at $6 (May 8, 2017). So where where the regulators – what did they know and when?

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Conrad Black’s petition for a pardon for his criminal convictions was refused by President George W. Bush. Will Conrad Black receive better treatment at the hands of President Donald Trump?

President-Donald Trump and Conrad Black are well acquainted with each other. As a faithful friend, Donald Trump attended the contentious and pivotal 2003 Hollinger shareholders’ meeting at the Metropolitan Club in New York and spoke in support of Conrad Black, while shareholders angrily challenged Hollinger’s underperformance and criticized Black’s related party transactions.

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To Exert Meaningful Influence, Shareholders Must Have More Than The Right to ‘Withhold’ Votes in the Election of Directors

The Globe and Mail, Report on Business, published this opinion piece by Garfield Emerson on February 10, 2016. It advocates that shareholders need the right to vote “against” the election of directors in uncontested elections, and to be granted meaningful “proxy access” to nominate individuals for election as directors.

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Executive Compensation and the Right of Shareholders to Vote ‘Against’ the Election of Directors

‘Majority voting policies” and “say on pay” non-binding votes are ineffective means for shareholders to express and voice their concerns on board decisions on executive compensation. To exert their relevant influence as owners, shareholders need the right to vote “Against” the election of directors, not simply to “Withhold” a vote, and to be granted more practical “proxy access” to nominate individuals for election as directors’.

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‘Broken Windows’ and Corporate Corruption

The social science theory of ‘broken windows’ is generally associated with an analysis of criminology and underlying contextual circumstances that influence criminal and disorderly behaviour.

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