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CCCA_V5No1_CorpGovernance-FIN.qxd:CCCA_V1No1_DriversSeat-FIN.qxd 2/1/11 6:27 PM Page 21 Cover S hareholder democracy and shareholder engagement are the “new norm,”experts agree,meaning both new and veteran in-house coun- sel at Canada’s public companies have a vital role to play in guiding their organizations through increasingly complex corporate governance matters. Disclosure, shareholder matters such as say on pay, advising the board and its committees on corporate governance: It’s the in-house counsel that knits them all together and who needs to develop and drive the processes, says Gordon Davies, chief legal officer and corporate secretary, Open Text Corporation. As an example, “the complexity of the new disclosure rules and the requirements that come from that in the U.S. — and we are increasingly seeing this in Canada as well — have caused boards and committees to rethink their mandates to ensure that they are covering all of the things that need to be addressed as part of their oversight role,” says Davies. And they are turning to in-house counsel to educate them on corporate governance issues. “Given the increased visibility of corporate governance matters, and in particular, with respect to compensation and risk management, I think that boards of directors are increasingly looking to in-house counsel and cor- porate secretaries to educate them on the applicable legislation and emerg- ing trends,” he says. The influential Canadian Coalition for Good Governance (CCGG), which represents most of the country’s largest institutional investors, has been quite active in promoting its views on corporate governance matters to issuers, says Cornell Wright, a partner at Torys LLP who practises cor- PAUL EEKHOFF porate and securities law with a focus on M&A and corporate finance. “The CCGG is recommending that institutional investors engage direct- ly with companies to talk about their compensation policies and practices.” PRINTEMPS 2011 CCCA Canadian Corporate Counsel Association 21