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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. |