Corporate Governance

We have a long history of proactively advising clients on corporate governance matters such as preparing and interpreting board policies, advising on conflicts of interest, terms of reference, board reporting, interpreting documents and governing jurisprudence for boards, advising on individual director obligations and providing general board advice. Our corporate governance advice is infused with real world practicality given that many of our lawyers serve as chairpersons, directors, and officers of public and private companies, crown agencies, and not-for-profit organizations. A number of our lawyers also have ICD.D (Institute of Corporate Directors, Director) designations which represents a lifelong commitment to excellence in the boardroom. Our experience includes:

• Advising public company boards and special committees of public company boards on their obligations related to transactions and other sensitive matters.
• Advising private companies, public companies, Crown corporations and other quasi-public entities regarding director and officer as to indemnification agreements and insurance options, including scope of coverage.
• Providing annual and comprehensive independent reviews of governance frameworks for compliance with applicable law, guidelines, and best practices.
• Advising Crown corporations and agencies on matters of statutory authority and mandate and in the preparation of Ministerial and Executive Council briefings and reports and recommendations
• Drafting and managing incentive stock option plans and other equity compensation plans.
• Drafting codes of business conduct and ethics.
• Advising on the interpretation and resolution of conflicts of interest and other governance matters.
• Assisting in the development of board packages for directors.
• Advising on the creation of board committees, including composition and mandate.
• Drafting and interpreting by-laws and charters for boards and committees.
• Preparing for, and conducting, annual general meetings and special meetings of shareholders.
• Advising on governance matters and overseeing governance reviews (e.g., offering advice on director fiduciary obligations and by-law amendments).
• Providing board education on governance matters.