the ICD before registering for the Directors Education program. Accepted applicants who pay the full fee will receive a free one-year ICD membership ($395 value). Cancellations must be received in writing no later than two weeks prior to the start of the program. Program fees, less application deposits, will be refunded only if the cancellation is received two weeks prior to the start of the program. No refunds are issued if less than two weeks notice is provided.

The Director College is charging $20,000 for its five 2¼ -day modules. As well, candidates interested in individual modules can elect to register for just one module at a price of $4,000. The registration fee includes all sessions over the 2¼ day period, copies of prepared handouts and available texts, and all meals and accommodation.

Cancellations received up to two weeks prior to the starting date of a module may transfer their registration to the next available module for an administration fee of $300 or are subject to a full cancellation fee of 50% of the module fee. No refunds are issued if less than two weeks notice is provided.

While a side-by-side comparison of the colleges seems to highlight their differences, it should be kept in mind that the numerous organizations involved in the inception, creation, development and support of these two colleges all have at least one similar and overlapping goal: to provide directors with the knowledge, tools and skill set to more effectively carry out their boardroom duties.

The latest round of amendments to the OECD’s Corporate Governance Principles (originally adopted May, 1999) seems to promote reform in governance not only as a process to increase participation by shareholders, but also to increase the awareness among shareholders of their responsibilities as owners. Increased shareholder responsibility and increased shareholder power must evolve in lock step. While only in draft form, the guidelines take some interesting turns.

On director nominations, the OECD advocates a transparent process that facilitates shareholder involvement where local laws permit. The amendments suggest that shareholders should have access to the proxy for purposes of nominating as well as for electing directors. This change seems to go beyond the latest SEC proposals allowing shareholder nominations to the board slate in very limited circumstances. Since directors are supposed to represent shareholder interests, encouraging some form of direct access to the proxy for shareholder board nominees is a logical evolution.

The OECD has picked up on the UK’s recent implementation of a requirement to have an annual shareholder vote on the senior executives’ remuneration package. However, unlike the UK, the OECD seems to support binding shareholder approval rather than the UK’s “advisory” vote. This may turn out to be a controversial amendment if it is not softened in the final guidelines. Fairvest has long advocated some form of shareholder approval of compensation for outside directors, which would be, at a minimum, approval of any increase in aggregate pay as now required under the Canadian Bank Act. This was also a recommendation of the Canadian Saucier Committee, but there is little evidence of implementation by any Canadian issuers, other than the banks and one or two other public companies.
The OECD believes that “shareholders should be able to vote in person or in absentia, and equal effect should be given to votes whether cast in person or in absentia”. Interestingly, Canadian law permits an inequity of votes because articles of most Canadian companies permit a vote by show of hands. A counting of raised hands ignores true voting rights and is inconsistent with the OECD’s recommendation.