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For any school trying to make its mark, it's important
to showcase a top student, a potential valedictorian and a big
man on campus. It helps when those roles come wrapped in one
high-profile package, such as former deputy prime minister John
Manley, who is out beating the drums for the Directors College,
the trade school for board members at which he is currently
enrolled. The college, which holds its weekend classes at
Niagara-on-the-Lake, Ont., recently rolled out Mr. Manley, 55,
as lead spokesman for its new code of ethics that will apply
to graduating "chartered directors" such as himself. Mr. Manley, a corporate lawyer and board member,
conceded that marketing considerations were at work in his public
role. "I've maybe got more experience talking to
[journalists] than others in the program," the former federal
finance minister said in an interview before he started cramming
for his final exam next month in the five-module course. "He's a star student," said Chris Bart,
the Directors College's principal, who also teaches at McMaster
University's DeGroote Business School, which is collaborating
with the Conference Board of Canada in offering the program. Along with Mr. Manley's star power, the new code
of ethics is one way the college tries to distinguish itself
from a major rival. ICD Corporate Governance College is a joint venture
of the University of Toronto's Rotman School of Management and
the Institute of Corporate Directors. Prof. Bart said his college's code "surpasses
any other in the marketplace" because it provides specific
guidance for ethical actions in areas such as inviting dissent
and exercising independent judgment on a board. He envisages the creation of a discipline committee
that could strip directors of their chartered director designation
if someone lodges a valid complaint that they have violated
the ethics code. ICD, the co-sponsor of the rival program, also
has a "code of conduct" for directors and the institute
says it can revoke membership for those who break it. The fact that these colleges exist is in part
a response to the spate of governance and accounting scandals
that rocked the corporate world in the past five years. Directors
were asleep at the wheel in scandal-plagued U.S. companies,
such as Enron Corp., WorldCom Inc. and Tyco International Ltd.,
as well as in Canada's tarnished telecommunications icon, Nortel
Networks Corp., where, after a sweeping board overhaul, Mr.
Manley is now a director. Nortel has been as much of an education as the
college, said Mr. Manley, who joined that company's board last
May. The firm's governance and accounting crisis has created
a real-life application for the themes he has studied in his
weekend modules, he says. Mr. Manley says he is confident that his own Nortel
stewardship passes the college's ethics test, but adds that
it is hard to evaluate the performance of past boards. A report
by a Washington law firm has alleged that Nortel directors in
2002-03 were not informed of the true state of finances, which,
Mr. Manley said, "may even have been willful on the part
of management." He concluded: "I don't think there is any
directors' college that can teach you how to find out what's
happening if management doesn't give you the truth." Mr. Manley said Directors College has given him
a crash course in corporate governance after 16 years in politics.
During that time, the demands and expectations facing directors
has intensified. He suspects directors' training programs will
not become universally mandatory, but they will likely be a
requirement of board members representing major institutional
investors. In addition to his Nortel role, Mr. Manley recently
joined the board of Canadian Imperial Bank of Commerce. He believes
that four to five boards should be the maximum for a single
director, but for the moment, he plans to limit himself to those
two. "Nortel was a lot to digest," he said.
Meanwhile, he is starting to study for his directors'
test in late April, which will be a 150-question multiple-choice
exam. The rival Corporate Governance College, which
operates in Vancouver, Calgary, Montreal and Toronto, does not
require taking a test to graduate. But to become a certified
"ICD.D," an applicant who has completed the course faces
an interview and oral test. Both programs get high marks from participants,
Mr. Manley said, but in his case, the training may be a prelude
to another role. "I had a great 16 years in politics, 10 years
in cabinet, and if the opportunity to go back and lead the [Liberal]
Party presented itself, sure, I'd be interested," he said. |
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