ABSTRACT
Canada has been at the forefront of corporate governance (CG) reform through each of its three recent iterations or generations: In 1994, the Dey Report was published by the TSX.2 Entitled “Where Were the Directors,” the report was a landmark document both citing failures in CG in a series of major failures (e.g. Canadian Commercial Bank, Northland Bank, several Trust companies), and introducing 14 guidelines that are regarded as effective standards of CG in Canada and internationally. This “first wave” of CG reform was sparked by watershed reports from the United Kingdom (Cadbury Committee 1992) and the United States (Treadway Commission 1987), but TSX Committee Chair Peter Dey went further than both, introducing guidelines for boards’ responsibilities for strategy and risk, independence, evaluation and disclosure. Even today, a benchmarking of the Dey Guidelines to leading practices in the US (2002 Sarbanes-Oxley Act (SOX) and subsequent SEC requirements) and the UK (Combined Code and 2003 Higgs Report) reveals that these are the core capacities that an enterprise’s board should concentrate on. In 2001, the Saucier Report was published jointly by the TSX, and the Canadian Institute of Chartered Accountants (CICA), in response to the “second wave” of governance reform punctuated by the Greenbury, Hempel and Turnbull Reports in the UK, and Blue Ribbon panels in the United States culminating in the Blue Ribbon Report on Audit Committees (New York Stock Exchange (NYSE) and National Association of Securities Dealers Automated Quotations system (NASDAK), later incorporated into the SOX). In 2003-05, the Canadian Securities Administrators (CSA) published a series of National Instruments in response to the “third wave” of governance reform characterized by the SOX sparked by a series of major US CG and accounting scandals.
