Independent Non-Executive Director (NED)

Independent Non-Executive Director (NED)

The Toronto Stock Exchange (TSX) requires a listed corporation to have at least two independent directors. For this purpose, an independent director is a person who:

  • is not a member of management and is free from any interest and any business or other relationship that could reasonably be perceived to materially interfere with the director’s ability to act in the best interest of the corporation
  • is a beneficial holder, directly or indirectly, or is a nominee or associate of a beneficial holder, collectively of 10 per cent or less of the votes attaching to all issued and outstanding securities of the corporation.

Marek brings independence, impartiality, wide experience, special knowledge of value-based management, accounting, internal auditing and personal qualities.

Marek provides creative collaboration to the board by providing independent oversight and constructive challenge to the directors.

Marek is available to serve as an independent non-executive director at a publicly-listed and privately-held companies.

Marek is available to provide internal audit experience and to serve as a chair in an audit committee.

Canada’s system of corporate governance is derived from the British common law model and strongly influenced by developments in the United States. While corporate governance practices in the United Kingdom and the United States are similar in many respects, where there are differences Canadian practice usually falls somewhere in between.

For example, a Canadian corporation is more likely than a US corporation to have a chair who is not the CEO, and typically has fewer executives on the board than a UK corporation.

According to reports by Spencer Stuart, in Canada 87 per cent of corporations have a chair who is not the CEO and 81 per cent of directors are independent; in the United Kingdom the CEO rarely serves as chair but only 72.7 per cent of the directors (excluding the chair) are non-executives (of whom 93.2 per cent, or 61.4 per cent of all directors, are independent); and in the United States only 51 per cent of corporations have a chair who is not the CEO, but 85 per cent of directors are independent.

See the 2017 Spencer Stuart Board Index, the 2017 Canadian Spencer Stuart Board Index and the Spencer Stuart 2017 UK Board Index.

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