Past Session Additional Materials

Directors’ Series session

• April 12^th presentation

Deloitte thought leadership

Risk

• Risk committee resource guide for boards
• Risk Intelligent governance: A practical guide for boards
• Take the right steps: 9 principles for building the Risk Intelligent Enterprise
• The tech-intelligent board: Priorities for tech-savvy directors as they oversee IT risk and strategy
• Risk Intelligent decision-making: Ten essential skills for surviving and thriving in uncertainty (Deloitte Review)
• A Risk Intelligent view of reputation: An outside-in perspective
• Managing risks in incentive compensation plans

Strategy

• Shaping a Risk Intelligent strategy: Confronting assumptions to find risk and opportunity
• To thine own self be true: Sustaining superior performance requires knowing what should change and what should stay the same (Deloitte Review)
• Talent Edge 2020: Redrafting talent strategies for the uneven recovery
• Fairness opinions: Actions board members can take when the debt comes due
• Understanding enterprise value in a transition A guide for private companies

Growth & Innovation

• The future of productivity: An eight-step game plan for Canada
• Fortresses and footholds: Emerging market growth strategies, practices and outlook
• CFO Insights - Growth strategies: What can work in emerging markets?
• Public sector, disrupted: How disruptive innovation can help government achieve more for less

Other

• Director 360: Changing roles, new challenges
• 2011 board practices report: Design, composition and structure
• More financial reporting tools accessible through Deloitte’s Centre for Corporate Governance: www.Corpgov.Deloitte.ca

Third party thought leadership

Risk

• 20 questions directors should ask about risk (CICA)
• 20 questions directors of Not-for-profit Organizations should ask about risk (CICA)
• Risk management: What boards should expect from CFOs (CICA)
• Risk management in a time of global uncertainty (Harvard Business Review)
• A framework for board oversight of risk management (CICA)
• Risk appetite and tolerance guidance paper (The Institute of Risk Management)

Strategy

• The board’s role in corporate strategy (The Harvard Law School corporate governance blog)
• Shaping strategy from the boardroom (McKinsey Quarterly – McKinsey & Company)
• 20 questions directors should ask about strategy – third edition revised 2012 (Canadian Institute of Chartered Accountants (CICA))
• 20 questions directors of Not-for-profit Organizations should ask about strategy and planning (CICA)
• Strategic planning: What boards should expect from CFOs (CICA)

Growth and innovation

• Leading innovation - Insights from Canadian regions (Public Policy Forum)

Authoritative Guidance

• Ontario Securities Commission (OSC) Staff Notice 51-719 – Emerging markets issuer review
• OSC Staff Notice 54-701 – Regulatory developments regarding shareholder democracy issues
• Canadian Securities Administrators’ (CSA) National Instrument 58-101 – Disclosure of corporate governance practices
• CSA National Policy 58-201 –Corporate governance guidelines
• Amendments to Part IV of The Toronto Stock Exchange ("TSX") Company Manual

Directors’ Series session

• January 12^th presentation

Year-end reporting

• 2011 annual financial reporting document review guide
  • Questions directors should ask
  • Financial statement disclosure requirement checklist
  • MD&A disclosure requirement checklist
  • AIF disclosure requirement checklist
  • Executive compensation disclosure checklist
• Deloitte’s digest: An overview of standard-setting activities
• SEC comment letters - Including industry insights: Improving transparency (November 2011, fifth edition)
• Reducing financial reporting risk: It’s more than fixing financial controls
• More financial reporting tools accessible through Deloitte’s Centre for Corporate Governance: www.Corpgov.Deloitte.ca

Other issues

• Directors’ Alert: 12 issues for 2012
• Director 360°: Changing roles, new challenges
• Audit committee leading practices and trends
• Deloitte Heads up: Public Company Accounting Oversight Board (PCAOB) issues concept release on auditor independence and audit firm rotation
• Deloitte Heads up: SEC receives comments on potential method of incorporating IFRSs Into U.S. reporting system
• Deloitte Heads up: SEC compares IFRSs with U.S. GAAP and analyzes IFRSs in practice
• Deloitte Heads up: Highlights of the 2011 AICPA National Conference on Current SEC and PCAOB Developments
• Deloitte Heads up: A Summary of the November 9–10 Meeting of the PCAOB’s Standing Advisory Group
• CFO insights: Whistleblowing after Dodd-Frank: New risks, new responses
• Questions to ask about the risk assessment process
• Women in the boardroom: A global perspective

Third party thought leadership

Year-end reporting

• FYI Newsletter: Activities of the Canadian Accounting Standards Board and staff– Special edition 2011 (Canadian Institute of Chartered Accountants (CICA))
• 20 questions directors should ask about management’s discussion and analysis (CICA)
• Management’s Discussion & Analysis: Guidance on preparation and disclosure (CICA)
• Building a better MD&A – risk disclosure (CICA)
• Building a better MD&A – A guide for smaller issuers (CICA)
• Reporting business risks: Meeting expectations (The Institute of Chartered Accountants in England and Wales (ICAEW))
• 2011 best practices for proxy circular disclosure (Canadian Coalition for Good Governance (CCGG))
• Improved annual reporting by not-for-profit organizations (CICA)
• New accounting standards for not-for-profit organizations - questions for directors to ask (CICA)
• Towards integrated reporting : Communicating value in the 21st Century IIRC discussion paper (The International Integrated Reporting Committee (IIRC))

Other issues

• Davies Governance Insights 2011 (Davies Ward Phillips & Vineberg LLP)
• Key issues for directors 2012 (Wachtell, Lipton, Rosen & Kratz)
• Building high performance boards - March 2010 (CCGG)
• 20 questions directors should ask about risk (CICA)
• 20 questions directors of not-for-profit organizations should ask about risk (CICA)

Authoritative Guidance

• Canadian Securities Administrators (CSA) National Instrument 51-102 Continuous disclosure obligations
• CSA notice – Amendments to form 51-102F6 – Statement of executive compensation and consequential amendments
• CSA proposed National Instrument 51-103 – Ongoing governance and disclosure requirements for venture issuers and related amendments
• CSA Staff Notice 51-334 – Continuous disclosure review program activities for the fiscal year ended March 31, 2011
• CSA National Instrument 52-110 – Audit committees
• OSC Staff Notice 54-701 – Regulatory developments regarding shareholder democracy issues
• CSA National Instrument 58-101 – Disclosure of corporate governance practices
• CSA National Policy 58-201 –Corporate governance guidelines
• CSA Consultation Paper 91-401 – Over-the-counter derivatives regulation in Canada
• CSA Consultation Paper 91-403 - Derivatives: surveillance and enforcement
• Amendments to Part IV of The Toronto Stock Exchange ("TSX") Company Manual
• European Union Green Paper—Audit Policy: Lessons from the crisis
• PCAOB concept release on auditor independence and audit firm rotation
• PCAOB concept release on improving transparency through disclosure of engagement partner and certain other participants in audits
• PCAOB concept release on possible revisions to PCAOB standards related to reports on audited financial statements and related amendments to PCAOB standards
• Implementation of the Whistleblower Provisions of Section 21F of the Securities Exchange Act of 1934 (SEC)

Directors’ Series session

• October 13^th presentation

Deloitte thought leadership

• The people side of risk intelligence: Aligning talent and risk management
• Talent 2020: Talent in a reset world
• Human capital trends 2011
• Talent edge 2020: Blueprints for the new normal
• The Emperor’s new clothes: Confronting the illusion of high-performance senior teams
• The new business imperative: Seven trends in leadership development
• More financial reporting tools accessible through Deloitte’s Centre for Corporate Governance: www.Corpgov.Deloitte.ca

Third party thought leadership

• Key findings from Hackett's performance study on talent management maturity: Mature talent management capabilities drive financial results, operational performance, and process efficiency and effectiveness (The Hackett Group)
• The CEO’s guide to talent management: a practical approach (Development Dimensions International (DDI))
• How the top 20 companies grow great leaders (Hewitt Associates)
• Talent management survey (Towers Perrin)
• Help wanted: Why that sign’s Bad (Business Week)
• Managing human capital risk (Conference Board of Canada)
• Global talent risk – seven responses (World Economic Forum)
• Aligning talent for global advantage (Boston Consulting Group)
• Completing the CEO succession planning picture (Korn/Ferry International)
• Best practices in succession planning (Forbes)
• 20 questions directors should ask about CEO succession (Canadian Institute of Chartered Accountants (CICA))
• 20 questions directors should ask about the role of the human resources and compensation committee (CICA)
• 20 questions directors of Not-For-Profit organizations should ask about human resources (CICA)
• 20 questions directors of Not-for-Profit organizations should ask about board recruitment, development and assessment (CICA)

Authoritative Guidance

• Canadian Securities Administrators (CSA) Staff Notice 51-334 – Continuous disclosure review program activities for the fiscal year ended March 31, 2011
• CSA proposed National Instrument 51-103 – Ongoing governance and disclosure requirements for venture issuers
• CSA notice – Amendments to form 51-102F6 – Statement of executive compensation and consequential amendments
• Amendments to Part IV of The Toronto Stock Exchange ("TSX") Company Manual
• OSC Staff Notice 54-701 – Regulatory developments regarding shareholder democracy issues
• CSA National Instrument: 58-101 – Disclosure of corporate governance practices
• CSA National Policy: 58-201 – Effective corporate governance

Directors’ Series session

• April 13^th presentation

Deloitte thought leadership

• Directors’ Alert: 11 issues for 2011
• The tech-intelligent board: Priorities for tech-savvy directors as they oversee IT risk and strategy
• A new age of public accountability: Implications for directors
• Environmental reporting guidance: CSA Staff Notice 51-333
  What does it mean, why does it matter and where do you go from here?
• Climate change disclosure can do more – and mean more
• The responsible and sustainable board
• Analytics for the sustainable business
• Environmental, social and governance reporting: Supporting informed decisions
• A climate for change: SEC issues interpretive guidance on disclosures related to climate change
• The risk intelligent approach to corporate responsibility and sustainability
• Sustainability in business today: A cross-industry view
• Organizing for corporate responsibility and sustainability: How a company’s organizational structure and governance models can support CR&S success
• Cap and trade programs for greenhouse gas
• Empowering ideas: A look at ten of the top emerging issues in the power and utilities sector
• The cost of climate change: Integrating carbon into financial disclosures
• Climate changes everything: The dawn of the green economy
• Smart risk managers think broadly about climate change
• Deloitte: Sustainable development ambassador – Discover our series of publications on sustainability and climate change
• More sustainability resources accessible through Deloitte’s Sustainability disclosure & reporting resource centre (www.deloitte.com/view/en_CA/ca/insights/resources/sustainability-disclosure-and-reporting-resource-centre)

Third party thought leadership

• The principles for responsible investment (Principles for Responsible Investment (PRI))
• Environmental, social and governance (ESG) issues in institutional investor decision making (Canadian Institute of Chartered Accountants (CICA))
• Evolution of corporate sustainability practices: Perspectives from the UK, US and Canada (AICPA, CICA and CIMA research study)
• Climate change briefing: Questions for Directors to ask (CICA)
• The landscape of integrated reporting: reflections and next steps (Harvard Business School)
• Competitiveness and sustainability: Building the best future for your business (The Institute of Chartered Accountants in England and Wales)
• Global warming: The director’s perspective (National Association of Corporate Directors (NACD))
• 2010 principles for governance monitoring, voting and shareholder engagement (Canadian Coalition for Good Governance(CCGG))
• Board engagement with shareholders (CCGG)
• Building high performance boards (CCGG)

Authoritative Guidance

• CSA Staff Notice: 51-333 – Environmental reporting guidance
• OSC Staff Notice: 51-716 – Environmental reporting
• Dow Jones sustainability indexes
• FSTE4Good index series
• NASDAQ global sustainability index
• OSC Staff Notice 54-701 – Regulatory developments regarding shareholder democracy issues
• CSA National Instrument: 58-101 – Disclosure of corporate governance practices
• CSA National Policy: – 58-201 – Effective corporate governance

Directors’ Series session

• January 13^th presentation

Deloitte thought leadership

Year-end reporting

• 2010 annual financial reporting document review guide
  • Questions directors should ask
  • Financial statement disclosure requirement checklists
    • Public companies
    • Private companies, including those reporting under the differential reporting regime
    • Private companies (early adopters of ASPE)
    • Not-for-profit organizations
    • Public sector entities
  • MD&A disclosure requirement checklist
  • AIF disclosure requirement checklist
  • Executive compensation disclosure checklist
• Standard-setting activities digest
• Environmental reporting guidance: CSA Staff Notice 51-333
  What does it mean, why does it matter and where do you go from here?
• Risk intelligent proxy disclosures: Transparency into board-level risk oversight
• More financial reporting tools accessible through Deloitte’s Centre for Corporate Governance
  (www.Corpgov.Deloitte.ca)

IFRS

• IFRS presentation and disclosure checklist 2010
• Closing out 2010: An IFRS in Focus newsletter
• A selection of resources to fine tune your IFRS transition

Other issues

• Governance in times of transition: Issues for audit committees
• Audit committee leading practices and trends
• Audit committee brief November/December 2010
• Heads up: Highlights of the 2010 AICPA national conference on current SEC and PCAOB developments
• The board and risk oversight: Increasing transparency through proxy disclosure
• Shaping a Risk Intelligent strategy: Confronting assumptions to find risk and opportunity
• The 3 Cs of shareholder engagement

Third party thought leadership

Year-end reporting

• FYI Newsletter – Special edition 2010 (Canadian Institute of Chartered Accountants (CICA))
• 20 questions directors should ask about management’s discussion and analysis (CICA)
• Management’s Discussion & Analysis: Guidance on preparation and disclosure (CICA)
• 2010 proxy circular disclosure best practices - Executive compensation and director related disclosure (Canadian Coalition for Good Governance (CCGG))

IFRS

• The IFRS changeover: A guide for users of financial reports (CICA)
• 20 questions directors and audit committees should ask about IFRS conversions (revised) (CICA)

Other issues

• Key issues for directors in 2011 (Wachtell, Lipton, Rosen & Kratz)
• Embracing the changing corporate governance landscape (National Association of Corporate Directors)
• Board and audit committee involvement in risk management oversight (The American Institute of Certified Public Accountants)
• Risk management and the board of directors (Wachtell, Lipton, Rosen & Kratz)
• 2010 Principles for governance monitoring, voting and shareholder engagement (CCGG)
• Building high performance boards - March 2010 (CCGG)
• Invitation to comment: A framework for board oversight of enterprise risk (CICA)
• Director Alert: New Canadian accounting standards - questions for directors to ask (CICA)
• Challenges of the next proxy season: What to expect from the Dodd-Frank Act and how to begin to prepare (Weil, Gotshal & Manges LLP)
• NPO Director Alert: New rules for charities’ fundraising expenses and program spending - questions for directors to ask (CICA)

Authoritative guidance

• CSA National Instrument 51-102, Continuous disclosure obligations
• CSA Staff Notice 51-331, Report on staff’s review of executive compensation disclosure
• CSA Staff Notice 51-332, Continuous disclosure review program activities for the fiscal year ended March 31, 2010
• CSA Staff Notice 51-333, Environmental reporting guidance
• CSA Staff Notice 52-306 (revised), Non-GAAP financial measures and additional GAAP measures
• CSA Staff Notice 52-320, Disclosure of expected changes in accounting policies relating to changeover to International Financial Reporting Standards
• CSA Staff Notice 52-326, IFRS transition disclosure review
• CSA Staff Notice 52-327, Certification compliance update
• OSC Staff Notice 52-719, Going concern disclosure review
• CSA National Instrument: 58-101, Disclosure of corporate governance practices
• CSA National Policy 58-201, Effective corporate governance
• CSA Staff Notice 58-306, 2010 Corporate governance disclosure compliance review
• OSC Staff Notice 51-706, Corporate finance report fiscal 2010
• OSC Staff Notice 51-716, Environmental reporting
• OSC issuer guide: Top 10 tips for public companies filing their first IFRS interim financial report

Directors’ Series session

• October 14^th presentation

Deloitte thought leadership

• Dodd-Frank Wall Street Reform and Consumer Protection Act — Abstracts and Observations
• Global risk management survey
• Risk intelligent decision making: Ten essential skills for surviving and thriving in uncertainty
• The people side of risk intelligence
• Questions to ask about the risk assessment process
• Less than 80 days to go – a selection of resources to fine tune your IFRS transition
• More financial reporting tools accessible through Deloitte’s Centre for Corporate Governance ( www.Corpgov.Deloitte.ca)

Third party thought leadership

• The challenges for directors in piloting through state and federal standards in the maelstrom of risk management (E. Norman Veasey – Seattle University Law Review)
• 2010 trends in corporate governance of the largest U.S. companies (Shearman & Sterling LLP)
• Long term value creation: Guiding principles for corporate and investors (The Aspen Institute)
• Long term performance briefing: Questions for directors to ask (CICA)
• Global risk report 2010 (World Economic Forum)
• Report on the current state of enterprise risk oversight 2010 (AICPA)
• Effective enterprise risk management : The role of the board of directors (COSO)
• 20 questions directors should ask about risk (CICA)
• 20 questions directors should ask about strategy (CICA)

Authoritative guidance

• CSA Notice of IFRS-Related Amendments to NI 52-107 Acceptable Accounting Principles and Auditing Standards and Certain Other Instruments (CSA)
• CSA Proposed National Instrument 25-101 – Designated Rating Organizations, related policies and consequential amendments (CSA)
• CSA Staff Notice 51-332 – Continuous Disclosure Review Program Activities for the Fiscal Year Ended March 31, 2010 (CSA)
• National Instrument 58-101, Disclosure of Corporate Governance Practices (CSA)
• National Policy 58-201, Corporate Governance Guidelines (CSA)