"Where Were The Directors?"

The article focuses on the report entitled "Where Were the Directors?" It clearly sets forth the scope of the examination of corporate governance by a committee of the Toronto Stock Exchange (TSE). The 13-committee members no doubt would be regarded by most persons as being knowledgeable and influential in the Canadian business community for a review of the role of directors. A major motivation underlying the report was the extensive number of financial failures in Canada. The committee sent, somewhat indirectly, a very interesting message to accountants and auditors. In effect, the committee seems to regard auditors as being largely irrelevant in the corporate governance process in Canada. TSE-listed companies are required to disclose differences between their corporate practices and the guidelines of the TSE Committee. Presumably, this reporting of differences is designed to allow companies both time and flexibility in choosing a governance system for their specific circumstances. A different viewpoint on the effectiveness of reporting differences is that the guidelines will, over time, be ignored. Unfortunately, another series of business failures probably is needed to revive serious interest in corporate governance in Canada.