Eric Dufour
Vice-President, Partner | FCPA, FCA | Business Transformation

Is your organization stagnating and lacking agility? Is innovation getting harder to achieve?

It may be time to review your business’ governance so that your directors are more coordinated, receive better support, and have clearly defined roles and responsibilities.

Good governance ABCDs: agility, behaviour, cooperation and diligence

No matter what type of business you run, good governance can set you on the path to growth and agility.

Companies with agile governance and effective mechanisms for taking action were able to respond more quickly when the COVID-19 crisis hit. This minimized their risk exposure and bolstered their reputations. Now that companies are looking ahead and introducing new initiatives, taking a proactive approach to risk and governance could help drive innovation and growth.

Our innovative approach is based on the ABCDs of good governance:

  • Agility: Establish a more functional and agile governance vehicle;
  • Behaviour: Adopt best practices to help you fulfil your role within the organization;
  • Cooperation: Embrace teamwork, share roles and responsibilities, delegate authority on certain issues and promote key players;
  • Diligence: Make sure your governance practices are aligned with your strategic plan, succession plan, etc.

Putting the ABCDs into practice

Reviewing and implementing a governance plan isn’t something that should be taken lightly. Here are some of the things you’ll need:

  • Self-assessments, diagnostic exercises and workshops to help you collect key indicators and determine which areas need improvement;
  • Training and workshops on governance best practices for managers;
  • A delegation of authority matrix and policy to make sure everyone understands their roles and responsibilities;
  • A skills and representation matrix to ensure your organization has the right expertise and diversity to meet its goals.

Communication is key to effective governance

Establishing mechanisms for communication between committees and groups is essential to effective governance. In addition to ensuring that everyone receives critical information, these mechanisms go a long way in boosting stakeholder engagement. Essentially, good governance is dependent on strong communications, so don’t underestimate the importance of this consideration. You may even want to bring in seasoned professionals for assistance. It’s a worthwhile investment!

Good and effective governance must take into account your organization’s strategic plan, succession plan and values. Make sure you’re on track to meeting your targets by putting the right people in the right positions and by assigning them suitable roles and responsibilities. Including external directors is sometimes valuable. They can challenge ideas in a positive sense, offering perspectives that are emotionally independent from the organization’s DNA.

Keep in mind that governance isn’t the only aspect that needs to be reviewed regularly. You should also periodically assess the processes used to validate your business strategies and priorities. While you’re busy paying attention to other things, factors such as economic conditions or government policies may change.

Agile governance will allow you to adjust your Behaviours while Cooperating and doing your due Diligence.

Good governance is essential to organizational growth. It’s as simple as ABCD!

What are the benefits?

Conducting a governance review can ensure that the head of the company isn’t isolated and that some of the burden of responsibility is taken off their shoulders. By getting a whole management team in place and ensuring that each member understands their role, you improve the company’s agility, growth prospects and long-term viability.

A governance review can also help you:

  • Strengthen trust between directors;
  • Create value;
  • Establish common ground for incoming and outgoing leaders;
  • Encourage shared decision making and delegation of authority;
  • Promote innovation and renewed strategic directions;
  • Manage risks;
  • Prepare and implement plans;
  • Communicate more effectively;
  • Engage stakeholders;
  • Adopt the right vehicles for your strategies.

Good governance is essential for growth and assistance programs exist to help you implement a structured and effective governance review process.

Regardless of the size of your company, our experts can help you assess your governance and align your practices with your business objectives. Contact us today!

17 Mar 2021  |  Written by :

Éric Dufour is a vice-president at Raymond Chabot Grant Thornton. He is your expert in management...

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The Grant Thornton International IFRS team has published Telling the COVID-19 story.

Annual financial statements will always be a critical communication to investors and other stakeholders. But how effective will they be in explaining to stakeholders how the global COVID-19 pandemic has affected organizations?

While the focus over the last three years has been on explaining the introduction of new International Financial Reporting Standards (IFRS) dealing with revenue, financial instruments and leasing, readers of the financial statements will want to know how the global pandemic changed the business.

Telling the COVID-19 story is not only about reflecting what the financial reporting standards require disclosure on. It is also about correctly applying the materiality concept to disclosure and not being fearful of regulatory and stakeholder challenge. Those charged with the governance of reporting entities, particularly those that are listed, have another opportunity to reflect on how they want to tell their story of their business activities throughout 2020 and how they are responding to the pandemic.

The publication Telling the COVID-19 story describes and illustrates how entities can better tell their COVID-19 story using four key tools that can help explain what has happened over the last twelve months.

The publication Telling the COVID-19 story follows this IFRS Adviser Alert.

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Sylvain Gilbert
Partner | CPA, CGA, M. Fisc. | Tax

Updated on July 15, 2021

Are you planning your succession and thinking about passing the torch to one of your employees? What are the financing options?

It can sometimes be difficult to find a buyer for your business, but the hidden gem could be right within your organization, among your employees. They have the advantage of being familiar with the organization’s culture and being involved in its daily operation. Several factors must be considered when choosing a buyer and this decision must be carefully thought out, just as the transfer must be well prepared. One of the most common obstacles to a transfer is the potential buyer’s ability to finance the purchase.

When the buyer’s financial resources are insufficient to finance a business purchase, there are several interesting options to consider that can compensate for or complement traditional institutional financing, namely:

Stock option plan

This is a written agreement between an employer and an employee to allow the employee to become a shareholder and thus receive a portion of the company’s profits. One of the advantages is that it increases the employee’s sense of attachment and involvement in the organization.

The agreement is drafted by the employer and details the conditions which the employee in question must satisfy in order to acquire share capital, including the share price the employee will pay (equivalent to or less than the market value).

A stock option plan helps to foster employee loyalty and may also provide significant tax savings. In certain circumstances, the employee could benefit from a 50% deduction for federal purposes and 25% or 50% for Quebec purposes, as applicable. Additionally, the employee can defer the benefit provided by the organization.

Estate freeze

With an estate freeze, an employee can subscribe to the company’s participating shares with a minimum outlay.

Immediately before the employee subscribes to the shares, the value of the corporation’s participating shares is “frozen” at its fair market value (FMV) or, if preferred, transferred to a new class of preferred shares.

Accordingly, the corporation will issue new participating shares to the employee at a value that corresponds to the subscription price, at a lower price.

For example, an entrepreneur holding participating shares in the business with a cost price of $1 million and a current FMV of $5 million could transfer the value of the participating shares, i.e., $5 million, to non-participating preferred shares that will retain their $5 million value.

In exchange, the entrepreneur could issue new participating shares at a minimal cost to the employee wishing to become a shareholder.

Not only is the buyer obtaining shares at a lower cost, but he or she will benefit from any appreciation in their value over time. A comprehensive plan on how to purchase or redeem the preferred shares issued to the departing shareholder must be put in place.

This will allow an employee to participate in the future profits of the corporation and thus accumulate financial capital more quickly to eventually purchase the securities of an outgoing shareholder.

When properly carried out, a business transfer takes place over several years. It is therefore important to ensure the potential buyers’ interest and reliability. In general, it is recommended that employees who wish to succeed the seller make a minimal investment. A monetary commitment on their part will guarantee their retention and involvement in the transfer’s and organization’s success.

Low-interest loan

The company can provide a low-interest loan to an interested employee. Naturally, this loan would include a commitment with reasonable repayment terms, which would strengthen the employee-employer bond. Accepting a loan agreement demonstrates the potential buyer’s motivation and commitment.

Share-based bonus

It is also possible to offer the acquiring employee a share-based rather than a cash-based bonus. This approach, which has the same tax advantages as a stock option plan, is easier to implement because, instead of targeting a category of employees, it can be customized to a specific employee.

Employee trust

A trust may be created to hold shares to the benefit of the employees. In this case, the trust’s administrators are usually the business’s current managers. The employer thus retains management of the rights associated with the shares issued (the employee is not directly involved). Even if the shares are not personally owned by the employee, the latter benefits from all the tax advantages attributable to a shareholder who directly owns the shares.

In all of the cases presented above, it is important to review the shareholder agreement to take the arrival of these new shareholders into consideration.

In order to properly assess the impact of these different options on your personal situation, it is preferable to call on a tax specialist who is familiar with the laws and all the tax implications resulting from these choices and who will be able to guide you and suggest the best solution for your situation.

As a supplement to this article, we invite you to listen to Episode 6 of our Propulsion podcasts “J’aimerais intéresser mon directeur général à l’actionnariat” (in French only).


15 Mar 2021  |  Written by :

Sylvain Gilbert is a taxation expert at Raymond Chabot Grant Thornton. Contact him today!

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British Columbia

New registration requirements for Canadian and foreign sellers of software and telecommunication services

On February 18th, 2020, British Columbia’s 2020 budget was delivered in which new registration requirements for Canadian and foreign sellers of software and telecommunication services as well as Canadian sellers of goods were announced. In essence, the new registration requirements are aimed at foreign businesses that operate in the digital economy or Canadian entities that sell goods in the province.

More information below.


New registration requirements for non-residents sellers operating in the digital economy

On May 30th, 2018, the proposed amendments to the Provincial Sales Tax Act of Saskatchewan were given Royal Assent. These legislative changes require that non-resident vendors who make sales of tangible property and other taxable services to consumers in S.K. register for PST purposes.

These changes, effective retroactively to April 1st, 2017, apply not only to vendors selling to unregistered persons (i.e. consumers) but rather to any end-user (i.e. business-to-business or business-to-consumer).

Electronic Distribution Platforms, Online Accommodation Platforms and Marketplace Facilitators

On July 3rd, 2020, other proposed amendments to the Provincial Sales Tax Act of Saskatchewan were given Royal Assent. These legislative changes are effective retroactively to January 1st, 2020.

Read our document below for full details.