in the direction of greater share-
holder democracy and a growing
professionalization of directors."
Here are how some signifi cant
issues are unfolding.
GENDER DIVERSITY
! e Ontario Securities Com-
mission
(OSC) has adopted a
"comply or explain" regime for
the representation of women
on corporate boards and in se-
nior management. Of the total
3,275 board seats of issuers on
the S&P/TSX Composite Index and the
S&P/TSX SmallCap Index, only 343 (or
10.5 per cent) were held by women at the
beginning of 2014, according to a publica-
tion by Davies.
In 2015, for the fi rst time,
TSX-listed
companies and other non-venture issuers
have to disclose in their proxy circulars the
number and proportion of women in those
Desbarats, QC,
Robert P.
Osler, Hoskin
& Harcourt LLP
(403) 260-7015
rdesbarats@osler.com
Mr. Desbarats advises
Canadian, US and foreign
clients on complex domestic
and cross-border energy
transactions. His experience
engages the oil and gas and
power generation sectors,
and the purchase and sale of
energy assets and companies.
Dubé, Georges
Bennett Jones LLP
(416) 777-7446
dubeg@bennettjones.com
Mr. Dubé has extensive
experience in public market
corporate fi nance and M&A
transactions in the domestic
and cross-border context
in a number of industries,
particularly real estate,
mining and technology.
Eade, Mark G.
Norton Rose Fulbright
Canada LLP
(403) 267-8121
Mark.Eade@
nortonrosefulbright.com
Mr. Eade focuses on corpor-
ate acquisitions, dispositions
and fi nancings; commercial
transactions; and govern-
ance. His clients include
issuers and underwriters
on public off erings, private
placements, plans of arrange-
ments and take-over bids.
Drance, Jonathan S.
Stikeman Elliott LLP
(604) 631-1361
jdrance@stikeman.com
Mr. Drance is a consultant
to Stikeman Elliott. His
specializations include
project development and
fi nancing including various
activities in M&A and the
capital markets. From 2008
to 2010, Mr. Drance served
on the Board of BC Hydro.
Durand, Ronald K.
Stikeman Elliott LLP
(416) 869-5542
rdurand@stikeman.com
Partner in Toronto. Practice
involves divestitures, M&A,
reorganizations, corporate
restructurings, fi nancing,
transfer pricing and dispute
resolution. Member of Inter-
national Fiscal Association
Executive and of Advisory
Committee to the OECD.
Emanoilidis,
John E.
Torys LLP
(416) 865-8145
jemanoilidis@torys.com
Mr. Emanoilidis is co-head of
Torys's M&A Practice. Em-
phasis on M&A and corpor-
ate fi nance. Signifi cant ex-
perience advising acquirors,
targets, special committees,
shareholders and investment
banks in a variety of complex
corporate transactions.
THE HEAT IS ON, from both regulators and
shareholders, for corporate governance re-
forms, starting with the selection, compensa-
tion and retirement of board members.
"When people look back at this last decade,"
says Patricia Olasker, senior partner at Davies
Ward Phillips & Vineberg LLP in Toronto, "it
will be seen maybe not as a Golden Age, but as
a period when the law and regulation moved
THE PACE OF CHANGE IN CORPORATE
GOVERNANCE HAS NEVER BEEN FASTER
IN CANADA BY SHELDON GORDON
CORPORATE GOVERNANCE
|
13
THE RULES
OF THE GAME