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Governance Solutions has been a thought leader in governance for well over 20 years.

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Below you'll find samples of just some of GSI’s publication library.

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Behaviour and Governance
This short briefing paper discusses: the symptoms of good and bad boardroom behaviour; some causes of dysfunction in the boardroom; what can be done about improving behaviour in the boardroom; how to attract the optimal mix of directors; and, provide links to some tools and resources that can help boards improve boardroom behaviours.

The 5 Types of Board Tool
This 1 page questionnaire helps boards self-assess where they are on the governance spectrum.

Governance Arrangements and the Legal Hierarchy
This briefing explains how policies and procedures fit into a hierarchy of governing legal documents in a corporation as well as the governance principles that underlie this.

Directors and Officers Insurance Briefing
Directors and Officers insurance provides important protection from costly litigation.  This briefing answers the most frequently asked questions board members ask.

Chair and Board Succession
This briefing highlights the results of research conducted into Chair and Board succession in public company disclosures, and selected interviews held with medium and large reporting issuers.

Choosing a Chair
This briefing explains current and “best” practices in chair selection.

Board Evaluation Decision Matrix
This Board Evaluation Decisions Matrix, guides boards through the necessary decisions and choices they face before embarking on a board evaluation.

Principles of Canadian Accounting
The definitions of the Principles of Canadian Accounting.

Executive Committees: Current Practices, Trends and Context
The briefing outlines the current practices, trends and uses of Executives Committees.

The Fiduciary Duty of Boards
This briefing explains the fiduciary duty of the Board of Directors.

Counting on Canada’s Co-ops - 2008 National Report on Co-operative and Credit Union Governance Practices
In 2004 the Canadian Co-operative Association and Brown Governance Inc. undertook the first national survey of its kind on co-operative and credit union governance practices across Canada. In 2008, a second national survey was completed by 115 Canadian-based co-ops and credit unions: this report contains the detailed findings of that research. Canada’s co-ops and their boards have taken some important steps in governance in the 4 years since the baseline study. An overarching theme is enhanced accountability: many of the new or improved governance practices enhance the accountability of the co-op, its board and performance to its members, community and beyond.

Towards Excellence - 2004 National Report on Co-operative and Credit Union Governance Practices
This report includes data from over 400 Canadian co-ops and credit unions and provides the first and only national picture of Canadian co-operative board practices. The full national report includes data on co-operatives from different sectors (such as credit unions, retail, and agricultural co-operatives). A separate credit union national report, Measuring Up: 2004 National Report on Credit Union Governance Practices, is also available which includes a more detailed analysis of credit union governance practices with comparisons by credit union asset size. Customized reports for other sectors (such as retail or agriculture) are available by contacting the authors.

Advancing with Distinction - 2008 National Report on Credit Union Governance Practices
Five years ago, in 2004, the Canadian Co-operative Association and Brown Governance Inc. undertook the first national survey of its kind on credit union governance practices across Canada (published in the report Measuring Up). In 2008, a second national survey was completed by 65 credit unions: this report contains the detailed findings of that research.

Measuring Up - 2004 National Report on Credit Union Governance Practices
This report includes data from over 200 Canadian credit unions and provides the first and only national picture of Canadian credit union board practices. Measuring Up allows credit unions to compare their governance practices with peers of a similar size as the report compares directorship practices between credit unions of different asset size. Data on corporate sector practices are also included, allowing credit unions to see how their governance practices either lead or lag the corporate sector.

Women on Boards: Not Just the Right Thing ... But the 'Bright' Thing: The number of women on boards has plateaued at low levels since 1998. This paper looks at why more women on the board leads to better governance practices - and makes dollars and sense.

Governance Matters: David and Debra Brown edit and author the quarterly governance newsletter of the Canadian Co-operative Association (CCA), distributed to board and management team members of CCA's member co-operatives and credit unions. An electronic newsletter, Governance Matters focuses on practical solutions and tools in co-operative governance.

A Practical Guide to Assessing and Evaluating the Board and CEO, provides a menu of best governance practices and implementation guide for directors and executives, particularly those in public sector enterprises.

Success in the Boardroomrepresents the highlights of 25 years of corporate governance history in Canada. From how directors work together to issues of diversity through director liability each governance issue is explored from the perspective of “what’s new”, “what’s not”, and what’s next!"

The Elephant in the Boardroom: A Spotlight on the Board's Role in Materiality-Meta-Materiality: Boards of directors are under increased pressure to ensure effective governance and oversight of complex modern corporations. They must describe the corporation to its shareholders and stakeholders in precise, honest, practical and useful terms. To do so, they must assess information by asking themselves, “Is this significant enough to change a user’s decisions about the company?” In other words, “Is it material?” However, the board often receives divergent reports from four types of experts: the accountant or auditor, the securities or investor relations expert, the corporate lawyer or legal counsel, and the ethicist or social responsibility champion. Each expert applies divergent views of “materiality” to the information he or she supplies to the board. Each is partly right, but no one expert sees the complete picture. This report aims to help boards synthesize the perspectives of different professions into a complete whole—what the authors call “meta-materiality.” (2007)

The Governance IdeaBook First and Second Editions: Perhaps more than any other discipline, real progress in board governance can best take place in the transference of lessons from experienced board members to their peers and successors, and that is what we hope to inspire here. Leading examples of innovations and excellence in governance are drawn largely but not exclusively from the entries received for the Conference Board/Spencer Stuart National Awards in Governance. Getting The Governance We Deserve: Lessons for Canada: Where does Canada stand today in governance? After sharing a position of global leadership in corporate governance during the mid-1990s, with the publication and fairly widespread adoption of sweeping changes in the Dey Report (Where Were the Directors, 1994), Canada has slipped behind its major trading partners in recent years. What can be done about it? Canada has ample opportunity for improvement in a number of areas. This report suggests 10 actions intended to address underlying systemic structural governance issues that exist on both sides of the border, most visible at the extreme in the cases of Enron and WorldCom and in other recent crises. Each issue is explored individually, beginning with the experience of Enron and its peers, extending these lessons to Canada, and proposing remedies.

Embracing Transparency - The Compensation Committee's Role in Good Governance: This briefing explores how and why compensation committees are becoming much more engaged and vigilant, and shares leading-practice tools that corporations are using to design an effective compensation plan and to disclose their rationale. It's not easy being a compensation committee at this time. The media have exposed some embarrassing and excessive compensation arrangements, and shareholders are calling for better alignment between compensation and building shareholder value. At the same time, real and significant forces are driving both executive and director compensation levels up. In light of these conflicting forces, compensation committees are embracing transparency as never before. The right compensation plan design will ultimately be successful or disastrous based on two issues: how the organization discloses compensation and the content of the design itself.

Can You Hear Me Now?: The Many Voices of Corporate Governance In Canada: Canada's governance landscape today can be characterized as having highly committed individuals and institutions in search of the right balance. Those at one extreme vigorously defend Canada's "principle-based" governance system with few changes to the status quo. Those at the other extreme argue that we would be better served by adopting sweeping governance standards ("rules") along the U.S. Sarbanes-Oxley (SOx) model. Where we end up as a country will depend on the outcome of this very public debate and on the decisive volleys of those players only now being heard from.

Corporate Governance and Risk Management: The Integrated Tool:Corporate governance and risk management are two of the hottest topics in business today. Assess your organization in both these areas using a single integrated tool.

Corporate Governance and Risk Management: A Guide to the Integrated Tool:Corporate governance and risk management are two of the hottest topics in business today. Assess your organization in both these areas using a single integrated tool.

Governance Gone Global: The Principles Behind Good Governance Practices. Good corporate governance comes down to following six basic principles, and those corporations that follow these principles can expect to reap a number of benefits. This members briefing outlines these principles, highlights some of the benefits and benchmarks how governance of Canadian corporations measures up against other countries around the world.

Next Practices in Global Governance published internationally, concerning significant trends, next practices and implementing best practices in good governance internationally, including the implications of global governance standards, international boards and directors.

The Rising Star of the Governance Team: The Corporate Secretary: working simultaneously with the board and management, the corporate secretary acts as a gateway between these two leadership areas. This briefing examines how organizations can use their corporate secretary to enhance corporate performance.

A Time to Speak: Strategic Leadership for Effective Corporate Communications.Any organization can capitalize on its communications by mastering the "six R's" of strategic communications. Increasingly, boards of directors are taking explicit responsibility for corporate and stakeholder communications, by overseeing a plan that integrates all aspects of internal and external communications.

Where Good Governance Begins: A Practical Guide to Selecting Directors and the CEO, the strength or weakness of the renewal process directly affects the strength or weakness of the whole corporate governance process of a corporation. This principle based, practical guide walks corporations through the steps to selection success.

Planning To Prevail: A Practical Guide to the Board's Role in Strategic Planning and Performance Measurement: the biggest mistake a board can make in strategic planning is micro-management. The second biggest mistake is for the board not to provide adequate direction or oversight to management. The challenge lies in striking the right balance- fully empowering management while retaining strategic oversight. The solution- integrated, active strategic leadership- is explored in this report.

Replacing A Few Good Men: The Changing Face of Canada’s Boards: over one-third of Canada’s directors will be stepping down by 2002. If organizations use the same selection and development methods, they will face a serious challenge in replacing these directors. This is a perfect opportunity for boards to improve their diversity, accountability, evaluation and performance. Apprenticeship, mentorship, pooling and incentive compensation are all ways of preparing and attracting the highest quality candidates to Canada’s boards.

Looking for Leaders: it is universally accepted that appointing directors is a right and duty of the shareholder in both public and private sector corporations. Increasingly, the exercise of this right involves active and sincere consultation with the board, chair and CEO throughout the selection process. This report discusses how carefully choosing the right leaders makes a significant difference to the effective performance of any corporation.

Paying for Performance: Governance and Board Compensation: for millennia it has been broadly accepted that workers are worth their wages. Whether relying on ancient principles or modern economic theories, the first purpose of compensation is a value exchange: for time, for the investment of individual energy, skill and talent in an undertaking. This briefing outlines the “great compensation challenge” faced in today’s board rooms.

A Practical Guide to Compensating Directors and the CEO, provides a menu of best governance practices in accountability, performance measurement, incentive and performance-based compensation, flexible benefits, HR committees/policies.

Canada’s Transportation Infrastructure Challenge: Strengthening the Foundations:Stakeholders in Canada’s transportation system believe that improvements must be made in both the governance and funding of transportation infrastructure to ensure that the nation’s 21st century needs and expectations are met. Canada’s Transportation Infrastructure Challenge: Strengthening the Foundations discusses the changes necessary and offers options for new directions.

Current Compensation Practices in Canadian Public Enterprises, provides good governance standards, fixed and variable compensation, paying board members, issues of social policy, fairness, equity, accountability.

Canadian Directorship Practices: 1997 Edition: A Quantum Leap in Governance, is part of an extensive series of studies of corporate governance in Canada, the United States and globally, conducted to establish ongoing benchmarks for Canadian directors and boards, and to further explore the link between governance and corporate performance.

Governance Models in Multi-Stakeholder Enterprises, examines multi-stakeholder governance, especially joint government-industry enterprises, issues of representation (diversity), accountability, decision-making and financing (funding).

Current Governance Practices in Canadian Public Enterprises: 1996 Benchmarks The issue of corporate governance has come under close scrutiny recently for a variety of reasons. This report represents the first systematic examination of governance practices in public enterprises in Canada.

Secretariat Models in Multi-Stakeholder Enterprises, examining frameworks for accountability, decision-making and financing among secretariats, executives, boards, broad multi-stakeholder enterprises and diverse stakeholders themselves. (Published internationally in Professional Administrator magazine.)

When Leaders Serve: Engaging the Board in Corporate Social Responsibility: Concern for communities and corporate social responsibility (CSR) can boost profits over the long term. Integrated CSR cuts across silos, becoming an integral part of corporate culture. This members briefing details 8 steps for engaging the board of directors for when leaders serve, others are challenged to serve!