2008 ANNUAL GENERAL MEETING June 16, 2008 Chair's Address…

2008 ANNUAL GENERAL MEETING
         June 16, 2008




Chair's Address to Members




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Good afternoon and thank you all for coming today.



In 2008, the Canadian Coalition for Good Governance celebrates its

fifth anniversary. Looking back at our first five years, our members

should all be very proud, as I am, of the Coalition's many successes.

Corporate governance in Canada has dramatically improved.



The Coalition's founding members decided that a strong, unified

shareholder voice could be valuable to the Canadian capital

markets. They were right. Canadian companies have generally

responded very positively to the governance dialogue and support

the Coalition has given to directors and executive managers since

our organization was established in 2003.



I've had the opportunity and great pleasure to serve as Chair of the

Coalition's board for the past two years, and in this time, the

Coalition has continued to work on several "core" initiatives, such as,

majority voting in director elections and disclosure practices.

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The Managing Director, David Beatty, will report out on these CCGG

activities in his message. I'd like to talk about some of the

governance reform work yet to be done, and what we believe lies

ahead for the Coalition.



As we entered our fifth year, the Coalition's board of directors took

time to reflect on the state of corporate governance in Canada, and

where our work and energy should be focused in the future. There

was unanimous agreement that much had been achieved and that

the Coalition's approach of thoughtful, encouraging engagement

with company chairs and CEOs was producing the intended results

for our members ­ to align the interests of boards and management

with those of the shareholder.



In planning the Coalition's next steps, the board looked at significant

governance themes and issues within the boardrooms of corporate

Canada and beyond; notably the regulatory framework in this

country.

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There are five critical areas identified by the board as requiring

corporate governance progress. These areas are:



(1)   Compensation ­ the Coalition would like to see a tighter

      linkage between company pay and long-term performance

      outcomes and the shareholder. Until now, our emphasis has

      been on effective disclosure of compensation policies and

      programs. This year, through our members, we will hold direct,

      private discussions with directors and chairs of companies

      where we have a significant stake to help ensure

      compensation is clearly tied to company and shareholder

      success. These discussions will be helped by a CCGG staff

      project to frame the principles and features of an "optimal

      compensation plan". The optimal compensation plan will be

      developed from our member's thinking and experiences with

      plans that work and don't work. Your input and ideas are vital

      to how the CCGG approaches this critical issue, and I'll say

      more on member participation in a moment.

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(2)   Deterring serious capital markets crimes ­ the Coalition

      believes that investors in the Canadian capital markets should

      have adequate and effective protection. Accordingly, we will

      advocate for improvements in the policing and prosecution of

      the Criminal Code provisions relating to the securities markets.

      In our view, deterring serious capital markets crimes through

      better enforcement is an important building block in a national

      regulatory structure.



(3)   Member participation ­ our 45 Coalition members play a vital

      role in ensuring we continue to be a strong and important

      presence in Canada's capital markets. The relevance, quality,

      and impact of the work we do depends on the energy and

      commitment of our members. It is essential that we are all

      engaged and, therefore, the board and staff will be

      encouraging more member participation.




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(4)   Industry outreach ­ although the Coalition represents a

      substantial portion of Canada's "buy side" community, the

      investment industry and marketplace is made up of many other

      key players such as accounting firms, compensation

      consultants, trade associations, legal experts, regulators,

      governments, global custodians, and proxy voting agencies.

      The Coalition will engage these groups to build governance

      solutions together. In our view, the best solutions are ones that

      can involve and bring to bear the perspectives, capabilities and

      networks of a diversity of stakeholders and industry

      participants.



(5)   Proxy voting ­ currently, proxy voting in Canada is

      characterized by complexity, inefficiency, and a lack of

      transparency in both meeting agendas and results. This is why

      the Coalition will closely examine the entire proxy voting-

      lifecycle, from the notification of the meeting, through voting



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     and confirmation of voting, to the dissemination of the final

     results of the meeting. Through this analysis, we expect to

     better understand the problems, so we can begin to develop

     solutions.




The results of these initiatives and the improvements expected may

not manifest themselves in the near term. But, the Coalition intends

to pursue these strategic governance goals, believing that

fundamental improvements are necessary to ensure a strong,

efficient capital market framework in Canada.



In closing, I would like to thank the Coalition members, my fellow

board members, and the staff of the Coalition (Mary Stillich, Paul

Schneider, Bill Mackenzie and Stephen Griggs) for all their hard

work last year. In particular, I want to recognize David Beatty who

has announced his retirement and will be leaving the Coalition after

our Annual General Meeting this year. David is the founding

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Executive Director of the Coalition, and through his leadership, we

have achieved many impressive results in our first five years. Also,

it is important to thank the many "friends of the Coalition" who

provide time and resources to further our initiatives.




The Canadian Coalition for Good Governance is making a

difference, and with the solid footing we have gained in our first five

years, we will continue to make progress in the years ahead ­

raising awareness of corporate governance issues, and building

integrity and confidence in the marketplace for the benefit of all

participants.



Thank you.




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