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360° Governance: Where are the Directors in a World in Crisis?

February 22, 2021

Report Provides Updated Guidelines for Canadian Boards to Meet the Challenges of the 21st Century.

Toronto – In the face of climate change, rising economic equality, system racism and the COVID-19 pandemic, it is time for a new set of guidelines for Canadian corporate boards says a report from the Michael Lee-Chin Family Institute for Corporate Citizenship at the University of Toronto’s Rotman School of Management released today. Governance and other reforms to address these challenges are racing ahead in countries around the world and Canada risks falling behind, potentially holding back the country’s prosperity and competitiveness.

“360° Governance: Where are the Directors in a World in Crisis?” is co-authored by Peter Dey, an executive-in-residence at the Rotman School and Sarah Kaplan, a professor of strategic management at the Rotman School and fellow at the Lee-Chin Family Institute.

The report comes more than twenty-five years after Dey provided a set of governance guidelines to the Toronto Stock Exchange in 1994 asking “Where are the directors” in response to the dismal response by Canadian companies to the recession of 1990-91. That report urged boards to align with emerging global expectations for good governance.

In today’s report, the authors provide thirteen guidelines that draw a new picture of what it means to be a competent board and competent director. The world we live in today makes demands on boards of directors that the governance standards of 25 years ago are not equipped to address. The updated guidelines emphasize the need for a corporate purpose, a deep understanding of all stakeholders, rigorous board refreshment, realigned executive compensation, and active policies on the environment, diversity and Indigenous rights.

“We are optimistic that our proposals will contribute to the ongoing reform process. Canada—with its deep and diverse pool of talent and its aspiration to be a global leader in the creation of an inclusive and sustainable economy—is well-positioned to meet the challenges facing the corporate sector,” say the authors. “Corporations that embrace our guidelines will benefit, creating more value for all stakeholders.”

The complete report is online at

Peter Dey is Chairman of Paradigm Capital, an independent investment dealer, and member of the Board of Directors of Gran Tierra Energy. He has held numerous corporate directorships, was Managing Director and Chairman of Morgan Stanley Canada (1994-2001), and a partner at Osler, Hoskin & Harcourt from 1972- 1983; 1985-1994; and 2001-2005. From 1993-1995, he chaired the Toronto Stock Exchange Committee on corporate governance which established guidelines for the governance of Canadian corporations in the report “Where Were The Directors?” (also known as the “Dey Report”). He has also served as Chairman of the Ontario Securities Commission and was Canada’s representative to the Organization for Economic Co-operation and Development Task Force that developed the OECD Principles of Corporate Governance released in May of 1999. He is an Executive-in-Residence at the University of Toronto’s Rotman School of Management.

Sarah Kaplan is Distinguished Professor, Director of the Institute for Gender and the Economy (GATE), Professor of Strategic Management, and Fellow at the Michael Lee-Chin Family Institute for Corporate Citizenship at the Rotman School of Management. She is a co-author of the bestselling business book Creative Destruction. Her latest book—The 360° Corporation: From Stakeholder Trade-offs to Transformation—is based on her award-winning course at the Rotman School. Formerly a professor at the University of Pennsylvania’s Wharton School (where she remains a Senior Fellow), and an innovation specialist for nearly a decade at McKinsey & Company, she earned her PhD at MIT’s Sloan School of Management.

Although Peter Dey is Chairman of Paradigm Capital, he participated in the preparation of this Report independently of Paradigm Capital and the views expressed in this report are solely the views of Peter Dey and Sarah Kaplan and should not be attributed in any way to Paradigm Capital.

The Michael Lee-Chin Family Institute for Corporate Citizenship at the University of Toronto’s Rotman School of Management is a cornerstone of the School’s commitment to “creating positive value for business and society.” Since 2004, the Lee-Chin Institute has conducted and supported research to help business leaders - current and future - integrate sustainability into business strategy and practices. The Lee-Chin Institute has reached thousands of current business leaders through impactful research publications, conferences, events and social media, and regularly engages with future business leaders to provide opportunities for study and experiential learning on corporate sustainability.

The Rotman School of Management is part of the University of Toronto, a global centre of research and teaching excellence at the heart of Canada’s commercial capital. Rotman is a catalyst for transformative learning, insights, and public engagement, bringing together diverse views and initiatives around a defining purpose: to create value for business and society. For more information, visit


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Ken McGuffin
Manager, Media Relations
Rotman School of Management
University of Toronto