As Canada adopts more and more Sarbanes-Oxley-style regulations, corporate counsel have found a growing aspect of their job to be corporate governance.
That trend will only continue as the U.S. Securities and Exchange Commission ramps up even further, drafting stringent new rules on the disclosure of the dating of stock options and other pay and perks to corporate executives. The changes mean that U.S. companies will have to report each year on the annual pay for chief executives, chief financial officers, and the next three top-earning executives. How long that trend will take to be put in place in Canada is anyone’s guess, say lawyers.
Some forward-thinking Canadian companies, of course, comply with the tougher U.S. regulations even before they are required to be Canadian law.“Everybody these days has corporate governance at the top of their list,” says Jim Turner of Torys. “And it’s primarily in-house counsel — general counsel — who spearheads the development under the supervision of the board. The reason they like to call us in the private firms is simply because they want to know what everybody else is doing.“I think most in-house general counsel are reasonably comfortable that they know what is happening with corporate governance in the sense that they feel comfortable in implementing changes based on regulations you see in the United States and Canada, but they are really interested in is ‘what don’t I know? What are other companies doing? What are the private firms advising?’”
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