Counsel to the Company: A Framework for Corporate Governance

Given the multiplying sources of influence on company activities, and the continuing proliferation of rules and regulations, counsel must assist the Board and management in establishing a framework to assure a match of company goals with these rules and regulations. Essential to this framework is a clear recognition of the allocation of rights and responsibilities among shareholders, the Board, Board committees and management. Within this framework are components that articulate broad corporate goals and values; and “sub-components”, formulated with increasing specificity, that position the company to achieve its goals and withstand challenges from behaviours antithetical to these goals.

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