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Corporate Governance Developments in Canada


Lawyer Mark Spiro
Area Corporate and Commercial, Corporate Finance and Securities


Corporate governance standards in Canada have evolved in a somewhat fragmented fashion. In large part, this has resulted from an environment that has been shaped by provincial and federal corporate statutes, which provide for basic governance standards, guidelines adopted by the Toronto Stock Exchange (TSX) for listed companies, standards adopted by institutional investors individually and through the relatively new Coalition for Good Governance and, more recently, rules and policies of various provincial securities regulators at the initiative of the Ontario Securities Commission (OSC).
Canada, like the US, has seen a marked increase in the intensity of debate and focus on corporate governance in recent years. While the Canadian market has not experienced the same number of highly publicized failures of major business enterprises as the US, the proximity and inter-relationship of the Canadian capital markets to the markets in the US have brought the US issues (and ‘solutions’ to those issues) to the forefront of the Canadian governance debate. There are strong and diverse views as to whether the US approach is appropriate across Canada's varied capital markets and, as discussed in the article, legislative and regulatory positions are not emerging with the consistency that has been exhibited in the US in the new governance requirements promulgated under the Sarbanes-Oxley Act of 2002 and the initiatives of the New York Stock Exchange and the NASDAQ. 

Published in The Euromoney Compliance Officer's Handbook 2004, pp. 41-45.

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