Governance of Publicly Listed Corporations, 3rd Edition

"Governance standards evolve continuously, as business models and stakeholder expectations do. In the third edition of Governance of Publicly Listed Corporations, Thierry Dorval continues to draw on his experience as a trusted advisor and director to provide thoughtful analysis and up-to-date examples of good governance practices. He also provides us with valuable context and explanations on the foundations of and trends in corporate governance. Whether you are a new or a seasoned corporate director, you should read Thierry’s book!" – Jacynthe Côté, Corporate Director and Former President and CEO of Rio Tinto Alcan

"Governance of Publicly Listed Corporations by Thierry Dorval is a great book, which became a work of reference in corporate governance. It describes complex issues using simple principles based on independence and active monitoring. This categorization helps business persons and their advisors in developing a mind frame oriented toward good governance which, I am convinced, contributes to better performing corporations." – Claude Lamoureux, Corporate Director and Former President and CEO of Ontario Teachers’ Pension Plan Board

"Good corporate governance is paramount to all businesses, no matter their size. Many of the rules developed in this area target publicly listed corporations. However, the principles behind those rules can often apply to all types of organizations. For those who might find it difficult to differentiate the forest from the trees and identify what matters in corporate governance, the book of Thierry Dorval will be very useful. For those who are well versed in the field, it will help them get better." – Jean-René Halde, Corporate Director and Former President and CEO of the Business Development Bank of Canada

Good corporate governance is more critical now than ever before, given the risks and uncertainties affecting our businesses. In Governance of Publicly Listed Corporations, 3rd Edition, author Thierry Dorval describes the issues that lie at the crux of corporate governance. He discusses the various legal challenges facing corporate directors today, and examines governance practices that can assist in meeting those challenges.

Dorval's ability to take complex and far-reaching legal concepts, and to turn them into a clear set of governing principles, will help board members better understand and discharge their responsibilities.

Book Features

• Explains to the reader the origins of corporate governance, where it stands today, and the future direction of governance processes and procedures
• Discusses how good corporate governance can help reduce agency problems and assist directors in discharging their duties of care and loyalty
• Delves into the concept of active monitoring, defined as the active supervision of management and corporate initiatives by the board of directors and its committees
• Contains hundreds of footnotes to inform readers who want to know more about specific issues
• Time-saving appendices and sample corporate charters, policies, position descriptions, and selected regulatory provisions

What’s New In This Edition

• Discussion of the latest legislative changes, court decisions and other significant developments in corporate governance since the second edition, including:
  • Amendments to the Canada Business Corporations Act asserting an inclusive vision of corporate stakeholders and mandating disclosure on various aspects of governance
  • New rules issued by the Canadian Securities Administrators and the U.S. Securities and Exchange Commission on governance and executive compensation
  • Trends relating to Environmental, Social and Governance matters
  • Increased expectations towards directors in managing “mission critical” risks
  • Lessons learned from the pandemic on crisis preparedness and responsiveness
  • The importance of corporate controls and compliance programs
• The latest on corporate governance "best practices" relating to independence and active monitoring
• Updated appendices, including Board and Committee charters, taking into account recent developments such as those pertaining to the oversight of ESG matters and risk management processes
• New appendices, including Board Nomination Policy; Skills Matrix; and Diversity, Equity and Inclusion Policy

Who Should Read This Book

• Board members who want to understand and properly discharge their corporate duties
• Legal advisors who act for boards of directors
• Corporate secretaries who prepare board documents and implement board resolutions
• Auditors, as well as strategic, human resources and compensation consultants, who advise boards of directors and their committees
• Academics who study corporate governance