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Cover How to communicate the good, the bad, and the ugly without losing the board’s confidence. By Pablo Fuchs Talking to the board T he corporate scandals of the past decade have led to an expansion of regulations, resulting in a greater focus on corporate governanceby corporations and their management.Corporate boards of directors are also paying far greater attention to their duties, requiring more information about their companies and the issues they are dealing with in order to make better-informed decisions. Today’s board members know that neglecting their responsibilities can lead to any number of unpleasant consequences,from outright removal to legal action by angry shareholders. Consider the recent financial crisis.“In cases where companies failed on issues relating to derivatives, shareholders are now coming to boards of directors and saying,‘Where were you?’” says Charles Alexander, director and general counsel for Citibank Canada as well as Citigroup’s country counsel for Canada inToronto.“Ultimately, the directors bear full respon- sibility for anything they could have done and didn’t do.” It’s not so much that the role of directors has changed during this time; rather, their attention to detail has. “There is now greater awareness by boards of their obligations as they existed all along,” says Geoffrey Creighton, senior vice-president, general counsel, secretary and chief PAUL EEKHOFF compliance officer for IGM Financial Inc., the parent company of Investors Group Inc., Investment Planning Counsel and Mackenzie Financial Corp. in Toronto.The institution of civil liability for secondary AUTOMNE 2011 CCCA Canadian Corporate Counsel Association 21