Executive Summary (Cont'd)
1. RESPOND QUICKLY TO IMMEDIATE CHALLENGES When the unexpected strikes, boards must act swiftly and decisively to address urgent concerns, without losing sight of long-term objectives. The following chapters discuss the key issues for consideration and the legal and regulatory frameworks that govern their application. – In high-stake situations, special committees can be valuable tools in helping boards fulfill their legal duties and mitigate risks associated with conflicts of interest in corporate decisions. We outline tips on when boards should consider striking special committees and provide practical insights on how to effectively carry out their mandates in Chapter 1, Special Committees: Governance Safeguards for Conflict of Interest Transactions and High-Stakes Situations. – Crisis situations such as COVID-19 test a company’s enterprise risk management (ERM) frameworks and practices. We review boards’ responsibility for overseeing ERM and discuss practical measures that boards can use to strengthen their risk-management oversight functions and weather a crisis in Chapter 2, Risky Business: The Board’s Role in Enterprise Risk Management.
– The economic disruption caused by COVID-19 has resulted in many otherwise healthy companies facing financial distress and possible insolvency. We provide an overview of the duties, obligations and potential liabilities of directors of distressed companies and the tools available to preserve their value in Chapter 3, Navigating Financial Distress: Key Considerations for Directors. 2. ADOPT A PROACTIVE APPROACH TO GOVERNANCE Staying ahead of trends and taking a strategic approach to an issuer’s governance, instead of merely reacting to developments and compliance requirements, can make the difference between a company leading or lagging in an industry in the decade ahead. The following chapters explore issues that we expect to remain in the spotlight and be subjected to heightened scrutiny in the coming years. – Shareholder activism has become a fixture in Canadian and global capital markets. While COVID-19 caused a temporary decline in activist demands, we expect the slowdown to be fleeting. We outline the year’s most notable trends and provide practical guidance for both issuers and shareholders in Chapter 4, Shareholder Activism Abates, but Not for Long: Significant Activity and Developments in 2020.
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Davies | dwpv.com
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