Considering a new framework for selecting boards
Osgoode Hall Associate Professor Richard W. Leblanc and Stikeman Elliott partner and Jarislowsky Dimma Mooney Chair in Corporate Governance Ed Waitzer consider potential structural reforms to the manner in which corporate boards are chosen and function in today's Financial Post. Specifically, Dr. Leblanc and Mr. Waitzer contemplate a framework where director nomination privileges would fall to "shareholder-trustees" that have owned more than a certain percentage of stock for a specific period or time and who are subject to duties of care and loyalty. According to the authors,
Such a nomination process might go a long way to achieving effective director independence. For one, directors would no longer be subject to what is essentially a self-selection process. Accountability to “shareholder-trustees” (rather than to management or each other) should tend to encourage the exercise of independent judgement.
