Corporate Governance

Presentations, lecture notes and visual aids delivered at the Federated Press Corporate Governance Course held in Toronto on November 14 & 15, 2001.

To purchase, please contact Federated Press.

Review of recently released NACD Blue Ribbon Commission Report on 'Board evaluation: improving director effectiveness.'
Bernard R. Wilson

Audit committees and best practices
Robert D. Brown

Succession issues and recruitment of directors
Jerry W. Bliley

Code of ethics and conflicts of interest
John P. Pelletier

Corporate governance in an emerging company environment
David H. Latner

Mergers, acquisitions, compliance
Francis R. Allen

Risk management
Robert E. Lamoureux

Evaluating your board's governance
Ralph D. Ward

Course Leader

Bernard R. Wilson
PricewaterhouseCoopers LLP

Bernard R. Wilson, a Senior Partner at PricewaterhouseCoopers LLP, works with CEOs, Senior Executives, and Corporate Directors of major companies on emerging business issues and the creation of shareholder value in top-tier companies across Canada, with an emphasis in several areas including corporate governance and directors' liability. Bernie worked on the Canada-U.S. Trade Committee, led trade missions to Europe, the Middle East and the Far East, and he is currently Chairman of the organization representing Canadian multinational businesses at the OECD in Paris, the WTO in Geneva and the United Nations. Among his many affiliations, Bernie is Chairman of the International Chamber of Commerce - Canada, Deputy Chairman of the Institute of Corporate Directors; Governor and former Chairman of the Canadian Chamber of Commerce, and he is a member of the Board of Directors of the Greater Toronto Airports Authority.

Co-Lecturers

Robert D. Brown PricewaterhouseCoopers LLP	Robert D. Brown is a Corporate Director, Consultant and former Chair of Price Waterhouse (now PricewaterhouseCoopers LLP). He is Chairman of the Board of Residential Equities Real Estate Investment Trust, Canada's largest residential property owner as well as a director of Canadian Policy Research Networks and of the Institute of Corporate Directors. Bob is a past Chair of the Canadian Institute of Chartered Accountants, the Canadian Tax Foundation and of the C.D. Howe Foundation, and he was a member of the Toronto Stock Exchange Committee on Corporate Governance (the Dey Committee). He also served as a member of the Panel on Accountability and Governance of the Voluntary Sector Roundtable. Bob has just completed a term as the Clifford Clark Visiting Economist to the Department of Finance, providing advice on fiscal policy, financial institutions, federal-provincial fiscal relations, tax structures and international economic matters. He is currently a trustee of the Royal Ontario Museum as well as being active in supporting the University of Toronto where he is chair of the University College Committee.
John P. Pelletier Telefilm Canada	John P. Pelletier is General Counsel and Corporate Secretary at Telefilm Canada (formerly the Canadian Film Development Corporation), Canada's largest public financier of television and film production with a current budget of $230 million. He has experience in both public and private sector corporations, including acting as Secretary to the Board, advising on ethics and conflict of interest issues and managing the affairs of a public agency's Board of Directors. John was previously General Counsel at Harlequin Enterprises Limited, a subsidiary of Torstar Corporation.
David H. Latner XDL Intervest Capital Corporation	David H. Latner is a founding member and Director of XDL Intervest Capital Corporation, a Toronto-based venture capital firm, and an officer of Delano Technology Corp., a developer of business process automation software. David sat on Board of Sylkid Investments Inc., he was General Counsel and Corporate Secretary at Delrina Corporation, SoftQuad Inc. and MGI Software Corp. He is also a member of the advisory board of RT Communications, a digital healthcare communications agency and a director of Ideaca Inc.
Jerry W. Bliley Spencer Stuart & Associates (Canada) Ltd.	Jerry W. Bliley is Vice-Chairman, Canada, and a Senior Director and a member of the Global Board Services Practice at Spencer Stuart & Associates (Canada) Ltd. He served on the Boards of a number of companies prior to joining Spencer Stuart, where he leads the firm's CEO recruitment practice in Canada. Jerry works extensively with boards in dealing with succession issues as well as in assisting in the recruitment of Board Directors. Prior to joining Spencer Stuart, he was the Vice-President of a large Canadian holding company and served as Chairman of the Board and of the Executive Committee of a number of its subsidiaries in Canada, the U.S., and Europe.
Francis R. Allen Borden Ladner Gervais LLP	Francis R. Allen is a Partner at Borden Ladner Gervais LLP. He practises business law with an emphasis on corporate governance, mergers and acquisitions, corporate finance, securities and financial services matters. Frank is a past General Counsel at the Ontario Securities Commission. Profiled in LEXPERT as one of the leading practitioners in corporate commercial law, he has been named by Law Business Research in both its International Who's Who of Merger and Acquisition Lawyers and International Who's Who of Capital Markets Lawyers.
Robert E. Lamoureux, C.A. PricewaterhouseCoopers LLP	Robert E. Lamoureux is a Partner in the Toronto office of PricewaterhouseCoopers LLP and Leader of the Corporate Governance practice. He also consults in the internal control and risk management fields. From an industry perspective, He has extensive experience in the banking and investment funds industries, where he was an Audit Partner in PwC's Banking and Investment Funds practice for a number of years. He has considerable knowledge of pension funds, finance companies and trust companies as well as significant experience in the manufacturing and distribution, mining, and real estate industries. Earlier in his career, he spent two years in the firm's Business and Securities Valuations practice. In September 2000, he completed a three-year term as a member of the CICA's Assurance Standards Board. He has been a member and Chair of the Accounting Advisory Committee of the Investment Funds Institute of Canada, and a member of the Trust and Loan Companies Accounting and Auditing Advisory Committee of the Office of the Superintendent of Financial Institutions Canada. He has authored numerous articles on corporate governance and has had his work published by World Watch, by PwC, by the Institute of Corporate Directors, and by Boardroom.

Virtual Lecturer

Ralph D. Ward
Boardroom INSIDER

Ralph D. Ward is founding editor of the online e-mail newsletter Boardroom INSIDER, which offers practical, first-hand advice for better boards and directors. He is a nationally recognized writer and commentator on the role of boards of directors, the secrets of how "benchmark" boards excel, the boardroom as a career step, and the future of governance worldwide. Ralph has authored the new book Improving Corporate Boards: The Boardroom INSIDER Guidebook, as well as 21st Century Corporate Board (John Wiley & Sons). He has edited The Corporate Board magazine, the international journal of corporate governance, since 1990.

Biographies are accurate at the time of recording.