Contents:

Foreword Chapter One: The Context of Corporate Governance The Legal Context Governance 101 Where are We Going? Chapter Two: The Profile of a Corporate Director The Author’s View Prerequisite Competencies Core Competencies Chapter Three: The Duty of Care as Job One The Big Five Corporate Performance Strategic Oversight Resources Managing Risk Communications and Disclosure Board Mandates DOC as Good Management DOC as a Shield Chapter Four: Start with a Compass Making It Work Black Zone Issues Conflicts of Interest Entertainment, Gifts and Payments Humans being Humans Other Danger Zones A General Line of Defence Stay with the Compass Chapter Five: The Chair Wears Many Hats Setting the Tone Managing the Board Board Operations Meetings of the Board Herding the Cats Relating to the CEE Suite Supporting the CEO Of Phone Booths and Capes To Thine Own Self Bareheaded? Chapter Six: Advanced Carpentry — Building a Better Board Start with a Plan Finding Them; Recruiting Them The Competency Matrix Emulate the Recruiters Orientation Performance Management for the Board The Standing Committees of the Board The Audit and Disclosure Committee The Management, Resources and Compensation Committee The Governance and Nominations Committee Balancing the Work The Annual General Meeting (AGM) Finishing Touches Chapter Seven: Conundrums Faced Conundrum One: Public — or Private? The Arguments for Being Public Getting There The Private Side of the Coin Summing Up Stock-based Incentives: Addendum to Public versus Private Conundrum Two: A Secret is Something Only I Know — How to Talk to Analysts, the Media and Your Brother-in-law Conundrum Three: Best Practice — or Regulated Practice? Atlantis Systems Corp THe Toronto Stock Exchange Conundrum Four: The Misplaced Comma Summary Questions to Ask Chapter Eight: Special Relationships The Chair and the CEO: The Atlantis Systems Case Lessons Learned The Chief Finance Officer The External Auditor Corporate Counsel The Stock Exchanges The Regulators Canada The United States A Plea for Sanity Chapter Nine: Head In; Hands Out Starting from Scratch Summary Right from the Start Governance at NetFX Chapter Ten: The Director and the Law The Board and Civil Liability DOC and the Law What about SOX? The Oppression Remedy A Director’s Considerations The Bre-X Case Get Understanding Making it Happen Watch Your Back Director Education Chapter Eleven: Strategy in Small Packages A Short Test Strategy as Seen by a Director Major Choices A Conspiracy of Ignorance More Grey Zones A Strategic Summary Chapter Twelve: A Word from the Wise Answers to the Questionnaire A Summary Chapter Thirteen: And in Conclusion Appendix One: Thought Leaders and Experts Appendix Two: Position Descriptions for the Board Appendix Three: Board Charter — The Acme Example Inc Appendix Four: The Board Calendar Appendix Five: Standing Committee Charters Appendix Six: Regulators and Regulations Appendix Seven: Sources and References Glossary of Terms