{"id":3959,"date":"2004-03-01T01:00:00","date_gmt":"2004-03-01T01:00:00","guid":{"rendered":"https:\/\/www.rbc.com\/en\/about-us\/history\/letter\/march-2004-back-to-the-basics-of-corporate-democracy\/"},"modified":"2022-11-27T01:38:31","modified_gmt":"2022-11-27T01:38:31","slug":"march-2004-back-to-the-basics-of-corporate-democracy","status":"publish","type":"rbc_letter","link":"https:\/\/www.rbc.com\/en\/about-us\/history\/letter\/march-2004-back-to-the-basics-of-corporate-democracy\/","title":{"rendered":"March 2004 &#8211; Back to the Basics of Corporate Democracy"},"content":{"rendered":"<div id=\"layout-column-main\">\n<blockquote><p><em>The current issue of RBC Letter is dedicated to the                       memory of Robert Stewart, who was one of only two editors                       of the modern letter. Mr. Stewart, who passed away on Dec.                       28, 2003, began this issue of the letter and others have                       supplemented his work.<\/em><\/p><\/blockquote>\n<p>One of the great historic flashes of inspiration struck in                     mid-Victorian England, when Lord Bramwell, an Exchequer judge                     and former banker, had an elegant solution for the issue of                     limiting liability for a business corporation. By simply adding                     the word &#8220;Limited&#8221; to the names of joint stock companies,                     shareholders of a business corporation would be liable for                     its debts only to the extent of their investment in it. It                     was an idea whose time seemed to have come; and with the proviso                     of making this &#8220;limited liability&#8221; clear to potential                     investors, the concept became British law in 1862.<\/p>\n<p>By shifting ultimate financial obligation from the individual                     investor to the corporation itself, limited liability provoked                     an explosion of economic energy. Vast sums of dormant capital                     and credit were put to work, generating wealth and employment.                     Adopted in every country that had free capital markets, limited                     liability gave rise to two of the most important institutions                     of modern times &#8211; the large business corporation and the public                     stock market. Splitting the capital into small affordable                     units spread the rewards of business investment widely by                     making the market accessible to people of moderate incomes,                     at the same time allowing them to diversify their risks. With                     the later invention of investment trusts and stock-based mutual                     and pension funds, many millions of citizens were brought                     into the market indirectly. (In Canada, for example, it is                     thought that as much as half the population has an equity                     interest in at least one of the chartered banks.) Corporations                     for their part gained access to unprecedented capital resources.                     Limited liability made the Canadian Pacific Railway possible                     &#8211; while building other railways from China to Peru. Bramwell                     had joked that the word &#8220;limited&#8221; should be inscribed                     on his tombstone: it could equally well be said that if you                     wish to see his monument, look around you.<\/p>\n<p><img loading=\"lazy\" decoding=\"async\" src=\"https:\/\/www.rbc.com\/en\/wp-content\/uploads\/sites\/4\/2022\/08\/mar2004_1.jpg\" alt=\"image1\" width=\"153\" height=\"109\" align=\"left\">As                     always, there is another side to the story. Like all business                     relationships, the limited liability corporation requires                     a climate of trust to deliver its full potential. Recent events,                     notably in the United States, have shown how completely that                     trust can be misplaced. A series of resounding corporate scandals,                     Enron foremost among them, have made stock values collapse                     or disappear. Thousands of employees have lost their jobs                     and often their pensions too. Revelations of fraud, deception                     and outright robbery by senior management have frightened                     small investors and disgusted the public, while galvanizing                     governments into belated displays of severity with corporate                     wrongdoing. Not least significant, demands that such scandals                     be prevented in future have placed the issue of good corporate                     governance high on the public policy agenda in the U.S., Canada                     and Europe. In particular the role of corporate boards of                     directors &#8211; too often revealed by scandal to have been inattentive                     at best or complicit at worst in the misdeeds of management                     &#8211; has come in for highly critical scrutiny.<\/p>\n<p>The founders of the limited liability corporation were cautious                     revolutionaries. In designing the new investment vehicle they                     drew on two long-standing traditions. First came the business                     partnership, which since the Babylonians at least had made                     a partner&#8217;s share of control and reward directly proportional                     to his investment. One share, one vote and one dividend. Ten                     shares, ten votes and ten dividends. This is an equitable                     distribution of rewards, hence the word &#8220;equity&#8221;                     for investment in common shares. Next, the legislators adapted                     the political idea of representation, with its roots in the                     European Middle Ages. Just as all the commoners of England                     could not easily be assembled in one place and therefore elected                     members to represent them in Parliament, so the widely scattered                     shareholders of the unlimited corporations that had existed                     since the early 1600s had elected boards of directors with                     powers to manage the assets of the company. Limited liability                     companies also had boards, but with a highly significant change.                     Early boards had been expected to manage the corporation as                     well as represent the shareholders. In the new &#8220;Limited&#8221;                     companies, boards were expected to appoint managers but not                     to do the managing themselves. Rather they supervised the                     managers to ensure that the best interests of the shareholders                     were safeguarded and advanced. Directors could be managers,                     and managers directors, but in principle the two entities                     were distinct &#8211; and the passage of time has made the distinction                     of steadily greater importance.<\/p>\n<p>In the words of the early 20th century jurist Edward Manson,                     a board&#8217;s powers were &#8220;in the nature of a trust, and                     the directors must exercise them with a single eye to the                     benefit of the company.&#8221; Directors were bound by a set                     of rules. They could not accept monetary gifts from suppliers,                     favour family or friends in the allocation of shares or divert                     the company&#8217;s funds to any purpose not defined by its articles                     of association. Above all, directors had to protect the company&#8217;s                     capital against dilution.<\/p>\n<p>In the absence of profits, capital could not be used to                     buy the company&#8217;s own shares or to pay dividends. In practical                     terms this meant that the directors had to take due care that                     the company&#8217;s financial statements gave a true picture of                     its condition and to retain independent auditors to certify                     the accuracy of the company&#8217;s books.<\/p>\n<p>The courts could enforce these rules, but courts have been                     reluctant to second-guess directors because they felt that                     directors were in the best position to act in the best interests                     of the company and shareholders. However, human ingenuity,                     human greed and human laziness make a formidable team and                     all of them soon targeted the immense new wealth created by                     limited liability companies. As the decades passed, it became                     increasingly clear in virtually every jurisdiction that the                     annual meeting was a woefully inadequate safeguard against                     wrongdoing by managers, directors and auditors, especially                     if any of them were in collusion with the others. Public demand                     for closer government regulation of corporations to defend                     the interests of shareholders grew, and became loudest in                     times of economic hardship or, as today, after resounding                     corporate scandals. Governments listened to these demands.                     A massive body of statutes, regulations and precedents governs                     corporations today in every jurisdiction. Complying with this                     body of law has become a major corporate activity in itself,                     and interpreting it the province of professionals.<\/p>\n<p>Yet the view that no amount of regulation can ever replace                     trust as the foundation of corporate life has not gone away.                     In a recent speech calling for better corporate governance                     in Canada the president of the Canadian Council of Chief Executives,                     Thomas d&#8217;Aquino, said: &#8220;We called for more vigorous enforcement                     and tougher penalties of breaches of the law, more comprehensive                     disclosure of insider trading, and a critical review of CEO                     compensation practices, especially in terms of pay for performance.&#8221;                     So far his listeners might have thought that the speaker favoured                     more corporate regulation, but d&#8217;Aquino went on to say: &#8220;More                     broadly, we affirmed our belief that the key to good governance                     is more a matter of values than of law, and that a fundamental                     responsibility of the chief executive is to live by those                     values.&#8221; This is a fairly explicit appeal to Canadian                     investors to trust our corporate leadership to put things                     right, along with a stricter application by regulators of                     the existing rules.<\/p>\n<p>Unfortunately the recent scandals have left many, if not                     most, investors in Canada and elsewhere with grave doubts                     about the values of the country&#8217;s chief executives. Simply                     saying &#8220;trust us&#8221; is unlikely to change their minds.                     It is a matter of common observation, after all, that people                     who deserve trust do not usually have to ask for it.<\/p>\n<p>All the same, the advocates of a trust-based system have                     powerful arguments on their side. Regulation is a blunt instrument.                     It is much more effective in punishing breaches of the law                     than in preventing their happening in the first place. It                     is almost always costly to administer; and while the costs                     are certain, it would be difficult to place a firm estimate                     on the benefits. The law of unintended consequences seems                     to operate with particular force in a highly regulated environment;                     each regulatory solution is all too often a new problem. And                     it is undeniable that regulation, intended to stamp out wrongdoing,                     has itself often generated highly sophisticated wrongdoing,                     on occasion by the regulators themselves.<\/p>\n<p><img loading=\"lazy\" decoding=\"async\" src=\"https:\/\/www.rbc.com\/en\/wp-content\/uploads\/sites\/4\/2022\/08\/mar2004_2.jpg\" alt=\"image1\" width=\"159\" height=\"138\" align=\"left\">Perhaps                     the crux of the issue is that the &#8220;trust vs. regulation&#8221;                     debate has been framed in the wrong terms. Trust and regulation                     are not polar opposites but both essential and complementary                     components of a healthy investment climate. The goal of regulation                     is not to replace trust but to strengthen it. Regulation should                     give directors and their assistants, the auditors, the powers,                     the information, the confidence, and perhaps most important,                     the climate of opinion in the business world they need to                     do the job they received in 1862. It should assure investors                     that malfeasance will be detected early in the game and when                     detected, punished appropriately and without interminable                     delay. Finally, the best regulations are always those which                     mathematicians would call the most elegant &#8211; those that are                     a rapier rather than a sledgehammer, achieving the most with                     a minimum of words and a minimum of bureaucracy.<\/p>\n<h3>The debate on the role of regulation                           mirrors another important issue: the perception of regulators&#8217;                       effectiveness.<\/h3>\n<p>The 17th century French writer, La Rochefoucauld, once observed:                     &#8220;In the misfortunes of our best friends there is always                     something that does not displease us.&#8221; This was certainly                     the unwarranted reaction to the recent corporate scandals                     in the U.S. in some quarters outside that country, including                     Canada. To be sure, Canada has had its fair share of high                     profile scandal, though perhaps not on the scale or scope                     of those in the U.S. With this in mind, Canadians cannot afford                     the luxury of thinking their standards are adequate. Indeed,                     Canadians must continuously find ways to ensure their standards                     are beyond reproach: The important point is not whether Canadians                     believe their standards are high, but whether the international                     capital markets think so too.<\/p>\n<p>Canada has been a massive importer of capital throughout                     its history as an industrialized country. While Canada now                     generates large amounts of capital internally &#8211; and invests                     significant amounts of it abroad &#8211; Canadians are still heavily                     dependent on capital imports to maintain their standard of                     living and an adequate rate of economic growth. In today&#8217;s                     world this means that Canadian companies are competing for                     a limited amount of capital with scores of other capital markets                     around the world. That in turn means that Canadian companies                     have to convince investors abroad that the quality of the                     country&#8217;s corporate governance matches or exceeds that of                     other nations. The Canadian regulatory system must be state                     of the art, and the quality of companies&#8217; boards of directors                     second to none.<\/p>\n<p>The U.S. authorities have responded to the wave of scandals                     with the Sarbanes-Oxley Act of 2002 (known as SOX or Sarbox)                     and new listing rules on the New York Stock Exchange (NYSE).                     CEOs and chief financial officers must personally vouch for                     the accuracy of financial statements, ruling out the defense                     of ignorance that has been used in past investigations of                     fraudulent disclosure. The responsibility of audit committees                     of boards for managing the relationship with auditors and                     the whole financial governance of a company has been tightened.                     And the NYSE now requires more board independence and more                     independent directors, reducing real, perceived and potential                     conflicts of interest.<\/p>\n<p>The SOX reforms have now become the widely watched standard                     for corporate governance regulation around the world. The                     Ontario Securities Commission (OSC), by default Canada&#8217;s most                     important market regulator, has sought to adopt many features                     of SOX to the Canadian markets in a way that is effective                     without being overly constraining. The OSC has made it mandatory                     for boards of corporations listed on the Toronto Stock Exchange                     to have audit committees comprised only of independent directors.                     As in the U.S., CEOs and CFOs are required to certify that                     financial statements filed with the OSC fairly represent their                     company&#8217;s financial condition. These measures are the minimum                     needed to let investors around the world know that Canada                     is keeping pace with the changes in the U.S.<\/p>\n<p>Improving the quality of boards is a more complex and subtle                     business. A recent study at the Clarkson Centre for Corporate                     Effectiveness in the University of Toronto&#8217;s Rotman School                     of Management suggests that the 214 leading publicly traded                     Canadian firms have made impressive improvements but that                     several governance risks remain which will harm Canada&#8217;s ability                     to attract capital. The study found that Canadian companies                     today have many more independent directors and many more directors                     who do not sit on multiple boards than they did even two or                     three years ago. Many more companies have split the roles                     of CEO and chairman of the board, resolving what is a key                     concern for investors. Boards and board committees are becoming                     more active, more informed, and more independent of management                     &#8211; and more of them are evaluating their own performance as                     boards and as individuals.<\/p>\n<p>This is an encouraging story, but a significant number of                     companies &#8211; including some of the largest &#8211; have yet to take                     these steps. Overall, the most effective change for reassuring                     investors is significant stock ownership by directors, but                     almost half the companies studied did not meet investors&#8217;                     expectations in this area. Nonetheless there is reason to                     be optimistic on this front. A recent study by McKinsey &amp;                     Company of more than 200 institutional investors &#8211; managing                     an awe-inspiring US$3.25 trillion in assets &#8211; found that three                     quarters of them said that board practices were as important                     as financial performance in evaluating companies for investment.                     In other words, good board quality is worth money. Other studies                     have shown that companies with good board practices and good                     response to shareholders tend to be more profitable than &#8220;corporate                     dictatorships&#8221; where only one opinion counts. Virtue                     does not have to be its own reward in corporate governance,                     and this fact will sooner or later move corporate mountains.                     Canadians, by investing in companies known for excellence                     in governance, can help move those mountains sooner and thereby                     benefit both themselves and their country.<\/p>\n<p>It has been memorably and truly said that the price of liberty                     is eternal vigilance. The same seems likely to be true of                     effective corporate governance. Neither Canada nor any other                     jurisdiction will ever attain a fortunate state in which they                     can sit back and enjoy the benefits of a perfectly regulated                     market. Unscrupulous people can always take advantage of a                     situation and give reason to be watchful: Human ingenuity,                     human greed and human laziness are as active as ever, and                     the restless, ever-changing dynamism of the capitalist system                     will continue to give them many opportunities for separating                     the unwary from their lawful property. Vigilance is the price                     to be paid for the prosperity unleashed by those Victorian                     legislators more than 140 years ago. If Canadians can keep                     the quality of their capital markets as good, or better, than                     any others on earth&#8211; if men and women are able and willing                     to give full value on boards of directors &#8211; the rewards will                     be great. &#8220;Limited&#8221; by name, the modern corporation                     is anything but limited in its potential for shaping the twenty-first                     century.<\/p>\n<\/div>\n","protected":false},"author":10,"featured_media":0,"template":"","categories":[1],"rbc_letter_theme":[],"rbc_letter_year":[84],"class_list":["post-3959","rbc_letter","type-rbc_letter","status-publish","hentry","category-uncategorized","rbc_letter_year-84"],"acf":[],"yoast_head":"<!-- This site is optimized with the Yoast SEO Premium plugin v27.4 (Yoast SEO v27.4) - https:\/\/yoast.com\/product\/yoast-seo-premium-wordpress\/ -->\n<title>March 2004 - Back to the Basics of Corporate Democracy<\/title>\n<meta name=\"robots\" content=\"index, follow, max-snippet:-1, max-image-preview:large, max-video-preview:-1\" \/>\n<link rel=\"canonical\" href=\"https:\/\/www.rbc.com\/en\/about-us\/history\/letter\/march-2004-back-to-the-basics-of-corporate-democracy\/\" \/>\n<meta property=\"og:locale\" content=\"en_US\" \/>\n<meta property=\"og:type\" content=\"article\" \/>\n<meta property=\"og:title\" content=\"March 2004 - Back to the Basics of Corporate Democracy\" \/>\n<meta property=\"og:description\" content=\"The current issue of RBC Letter is dedicated to the memory of Robert Stewart, who was one of only two editors of the modern letter. 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