JULY 10, 2000 -- The Toronto Stock Exchange (TSE), the Canadian Venture Exchange (CDNX) and The Canadian Institute of Chartered Accountants (CICA) are pleased to announce that Guylaine Saucier, CM, FCA, has been appointed Chair of a new industry-wide Corporate Governance Committee.

Mme. Saucier is Chair of the Canadian Broadcasting Corporation and sits on the boards of several major Canadian corporations, including the Bank of Montreal, Petro-Canada and Nortel Networks Ltd. A leader within the CA profession, Mme. Saucier recently served as chair of the CICA Board of Directors. She was also a member of the CICA Task Force on Corporate Governance and chaired the Directors Advisory Committee to the CICA’s Criteria of Control Board.

"Corporate governance is a long-standing interest of mine, and I am encouraged to see the progress that some Canadian companies are starting to make in this area," says Saucier. "However, we still have a great deal to accomplish particularly as governance is becoming an international business issue as well. For Canadian markets to attract investors, we would be wise to ensure that our governance practices respond not only to business needs at home, but also keep pace with developments in other countries."

Under Mme. Saucier’s leadership, this new Committee will review the current state of corporate governance in Canada, compare Canadian and international best practices, and make recommendations for changes that will ensure Canadian corporate governance is among the best in the world.

Barbara Stymiest, President and CEO of the Toronto Stock Exchange, said, "Corporate governance is a vital link that connects investors to companies. Sound corporate governance is crucial to healthy capital markets. Protecting the interests of shareholders enables issuers to access competitively priced capital."

"People who invest in a company want to have a sense of assurance about how it is managed, and how effectively management is monitored. Investors want to know they have a voice in the board room, and an eye on the company’s direction," explained Bill Hess, CDNX President and CEO.

The Chair of the Ontario Securities Commission, David Brown, welcomed the establishment of the Committee, noting that it will provide a timely check of the state of Canadian corporate governance.

"The Committee has an excellent opportunity to build on the innovative work that has been done in Canada and elsewhere and make recommendations to strengthen the corporate governance culture in Canada in ways that will assist companies in meeting their business objectives and ensure we compare favourably with other markets," Mr. Brown said.

Five years ago the Toronto Stock Exchange introduced a series of guidelines for corporate governance of listed companies. The guidelines reflected the recommendations of the Corporate Governance Committee chaired by Peter Dey. The Dey Committee shaped its report on the basis of 18 months of extensive study that included public meetings across Canada, and more than 150 submissions by interested parties.

The report's 14 guidelines provide a basis for clear corporate accountability, by spelling out best practices in board responsibility, composition, compensation, education, assessment, and committee structure. The guidelines are recognition of the fact that best practices for boards lead to best results for shareholders. But they are also recognition of the fact that not all companies are the same, which is why they are guidelines rather than rules. Of the 14 guidelines adopted by the TSE, many were applicable to the junior marketplace and were implemented by CDNX.

Last summer, the first official follow-up study on how closely corporate Canada follows Toronto Stock Exchange corporate governance guidelines was released by the TSE and Institute of Corporate Directors. The study found that the majority of companies that Canadians invest in take seriously the Dey guidelines. The study also found that although progress is being made, not all companies embrace the guidelines aimed at improving the effectiveness of their boards.

Today's announcement signals a strong commitment to the advancement of Canadian corporate governance. A future announcement, including the names of those chosen for the committee, will be made by the end of the summer. A report is expected by the spring of 2001.

CICA
The Canadian Institute of Chartered Accountants (CICA), together with the provincial and territorial institutes of chartered accountants, represents a membership of over 66,000 professional accountants and 8,500 students in Canada and Bermuda. The CICA conducts research into current business issues and sets accounting and auditing standards for business, not-for-profit organizations and Government. It issues guidance on control and governance, publishes professional literature, develops education programs and represents the CA profession nationally and internationally.

CDNX
The Canadian Venture Exchange (CDNX) was launched in November 1999 with some 2,300 listed companies active in the technology, resource, industrial and manufacturing sectors. As the country’s venture marketplace, CDNX provides emerging companies with improved access to capital while providing investors a with a well-regulated market in which to make venture investments.

TSE
The Toronto Stock Exchange consistently ranks among the world’s top exchanges by market capitalization and trading volume. In 2000, the average daily value of TSE trading has exceeded $4 billion. The TSE provides investors with a well-regulated, fair and accessible marketplace.

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