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School's in

It's back-to-school week - but not just for the little ones. Dozens of Canadian corporate directors will also hit the books this month.
By Tavia Grant
GlobeinvestorGOLD

For the first time this fall, directors and directors-to-be have two choices to further their knowledge. The Directors College is a joint venture between McMaster University's DeGroote School of Business and The Conference Board of Canada; the ICD Corporate Governance College is offered through University of Toronto's Rotman School of Management and the Institute of Corporate Directors.

After Enron, WorldCom, Nortel and other debacles, the timing of these programs couldn't be better. After all, better boards make for better decision-making. As the recent Hollinger example highlights, company boards are increasingly scrutinized for the role they play (or don't play) in keeping management in line.

That wave of corporate scandals is precisely what prompted the creation of The Directors College, says Dr. Chris Bart, lead professor and founder of the college. "This was done in response to the public outcry in the shareholder community that said it was profoundly disappointed with the state of corporate governance," he says. "There's a need to raise the standard and the level of confidence that is present at the boardroom table."

Lately, that confidence is in short supply. Six in 10 Canadians say they've lost confidence in the stock market and would rather invest in things like real estate or gold, according to a 2003 Ipsos-Reid poll. The same number believes that accounting and financial irregularities are more widespread than just a few companies.

It's no wonder, really, given how business pages are filled with stories of deception and mismanagement. It's all the more disconcerting to know that directors currently face no official requirements for sitting on a board of a major Crown or public company. It's an incredible amount of power to vest in people with no required training nor mandatory credentials.

"Society today is demanding that directors take the job seriously," says Dr. Bart. "In the past, being invited to sit on the board was the ultimate accolade of a successful career in management whereby once invited, you really weren't expected to do much. stay on the good side of the chair, don' t ask management too many questions - particularly embarrassing questions - don't rock the boat and enjoy the perks."

Now however, the role of the director is changing, he adds. This means, among other things, that directors must be responsible not only to shareholders but also "as enlightened directors, be cognizant of the needs of other stakeholders."

Above all, today's director needs to know how to ask questions of management. Asking the right questions in the right way could have prevented all of the recent financial scandals, he says.

With the growing pressure on directors these days, finding candidates may not be easy. Compensation alone won't do the trick; in 2003, the average total cash compensation for a non-executive director was $58,282 - two thirds of the average at comparable U.S. firms, according to the Canadian Spencer Stuart Board Index.

Yet with the average age of directors at about 60, more than half will retire in the next decade. As the need for new blood accelerates in the next years, these directors' programs hope to help fill that gap.

At The Directors College the goal is two-fold, says Dr. Bart: to raise the standard of corporate governance in Canadian boardrooms and to create a new professional body, where only those people who have been certified to be competent corporate directors will be eligible to be board members at publicly-traded companies.

At Rotman's ICD Corporate Governance College, the long-term dream is slightly different: to develop more specialized courses for directors at Crown corporations and courses for directors of small and medium- sized business. Another possibility is to offer the program in countries outside of Canada, including the developing world, says David Gavsie, chairman of the college's board.

Both schools have participants who bring a wealth of experience to the classroom. Participants in the ICD Corporate Governance College include Claude Lamoureux, president and CEO of the Ontario Teachers' Pension Plan, Gar Emerson, chairman of Rogers Communications Inc., and former Newfoundland premier Brian Tobin.

"Currently the average director in Canada is very knowledgeable but with all the changes taking place, there's always something to learn," says Mr. Gavsie who, as a senior partner at law firm Ogilvy Renault, was also a past participant in the program.

The two programs have some similarities. Both are fully enrolled and are taught in a series of modules, spaced several months apart, with a certificate given upon completion. In order to remain in good standing, both require participants sign a code of conduct and update their knowledge with further courses. And neither is cheap; the total cost for The Directors College is up to $20,000, for the ICD Corporate Governance College it's $12,000 (the former program includes a fifth module and accommodation).

But differences exist. At The Directors College, participants stay together at Niagara-on-the-Lake throughout the sessions. It's also the only university-accredited program in Canada. The ICD Corporate Governance College meantime, is offered in Toronto, Montreal, Calgary and Vancouver and held in conjunction with various business schools.

Graduates of The Directors College can call themselves a Chartered Director and have the C. Dir. designation. ICD Corporate Governance College grads can put the initials ICD.D after their name.

It's too early to say whether one program will become more highly respected than another, or whether the two competing schools will eventually join forces (the two groups have discussed working together but realized their visions were too different, says Mr. Gavsie).

Any way you slice it, having skilled, savvy directors on board should let investors breathe a little easier.

Tavia Grant is an editor at GlobeinvestorGOLD.



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