96. Why “where were the directors?” is still a good question

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SCRIPT Back in 1994 – an impossibly long time ago by any measure – the granddaddy of all Canadian corporate governance documents, titled “Where Were the Directors?” was written by Peter Dey. Since then we’ve experienced the string of late-90s and early 2000s catastrophes including Enron, Worldcom, Parmalat, Nortel, Tyco, etc. At that point, the question “where were the directors?” seemed more relevant than ever. A bunch of hand-wringing and regulation later, the Financial Crisis wiped out trillions of dollars of shareholder value, and what were people asking again? You get the point. Most of the time, I feel like directors do a…let’s say “excellent enough” job of keeping their eyes on the critical risks and opportunities facing their organizations. It’s a super hard gig with literally no training ground to prepare you for, well, any part of the job, really. But I would argue that “where were the directors?” is a more important question now than EVER before, because ESG, equity, diversity & inclusion, anti-racism, reconciliation, digital transformation, and SOOO many other factors are platforms for corporations to either participate in making the world better, or…not make the world better. If your corporation chooses the latter, I think you can guess what question people will be asking about you soon enough…

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