The Office of the Superintendent of Financial Institutions
(OSFI) has released a draft revised Corporate Governance
Guideline (Draft CGG) for public consultation. The Draft
CGG articulates OSFI's expectations with respect to the
corporate governance of federally-regulated financial institutions
(FRFIs).
In many respects, the proposed changes represent an evolution
of, and improvement on, the current version of OSFI's Corporate
Governance Guideline (Current CGG). The Draft CGG takes a more
principles-based and outcome-based approach, and more clearly
delineates between the roles of the Board and senior
management.
However, it is important to recognize that the Draft CGG is not
merely a refinement of the Current CGG; the Draft CGG reflects an
increasing emphasis on the importance of the role and
responsibilities of the board of directors, and the significant
duties that go with them. This is articulated in the Draft CGG
in a variety of ways that, taken together,
