IN 1994, THE TORONTO STOCK EXCHANGE (TSX) accepted a new set of guidelines for board governance as developed in the report, “Where Were the Directors?” Triggered by the mixed response from the Canadian corporate sector to the stresses of the 1990-91 recession, the guidelines were meant to urge boards of directors to align with growing expectations concerning the manner in which boards are constituted, and the relationships between boards and shareholders.
In the face of climate change, rising economic inequality, systemic racism and the COVID-19 pandemic, it is once again time for a new set of guidelines. While the 1994 guidelines — which concern best practices around board independence and oversight — continue to be relevant, they served the governance needs of the 1990s. Two-and-a-half decades later, we ask, Where is the leadership in a world in crisis?
The guidelines we have developed in response to this question are based on the principle that companies must account for the interests of all stakeholders — what we call 360º governance. They also reflect a similar sense that, as in 1994, Canada must upgrade its corporate standards or risk being left behind.
New Era, New Standards
The year 2020 forced a reckoning about the role of the corporation in society, and along with it, the responsibilities of senior leaders to the corporation’s myriad stakeholders. It is increasingly clear that corporations depend on a wide variety of stakeholders to function effectively: Customers, the planet, workers, communities and others offer the resources and
