Corporate Governance

Achieving Effective Corporate Governance With Trusted Legal Guidance 

Good corporate governance is the cornerstone of a well-functioning organization. It ensures proper coordination of corporate structures, compliance, best practices, transparency, and capable management. Miller Thomson’s Corporate Governance Group offers the expertise and resources necessary to ensure that all aspects of corporate governance are appropriately addressed. 

Comprehensive Governance Solutions 

Our team provides advice on a wide range of governance issues, including board and committee structures and mandates, governance processes and policies, directors’ and officers’ duties and liabilities, meeting conduct, conflicts of interest, and regulatory compliance. 

Our Services Include:

1. Board and Committee Mandates and Charters: 

  • Establishing appropriate mandates for your board and its subcommittees. 
  • Setting up new corporate or trust structures or conducting corporate governance housecleaning. 

2. Special Committee Mandates: 

  • Framing mandates for special committees. 
  • Providing advice to support consideration of management’s proposals. 

3. Compliance Programs: 

  • Developing compliance programs tailored to your organization’s needs. 
  • Minimizing risks to your business, officers, and directors. 

4. Directors’ and Officers’ Insurance: 

  • Analyzing and advising on directors’ and officers’ coverage. 
  • Ensuring effective and appropriate protection for your corporate structure. 

5. Best Practices: 

  • Advising on governance models such as Policy Governance. 
  • Assisting with compensation and shareholder communications. 

6. Second Opinions: 

  • Providing second opinions on complex and delicate legal matters. 
  • Offering additional assurance or highlighting potential risks. 

7. Director Performance: 

  • Developing performance and evaluation criteria for boards of directors. 
  • Tailoring criteria to the specific context of your corporation. 

8. Directors’ and Trustees’ Fiduciary Duties: 

  • Assisting with the application of fiduciary standards and other responsibilities. 
  • Advising on the heightened standard that applies to charities. 

9. Codes of Conduct: 

  • Developing corporate codes of conduct tailored to your organization’s needs. 
  • Ensuring that the code of conduct reflects your corporation’s situation and requirements. 

Corporate Governance – Jurisdictional Comparisons

Jay Hoffman and James Klotz of Miller Thomson LLP author the Canada chapter of Corporate Governance – International Series, Sweet & Maxwell/Thomson Reuters, 2015

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