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Writing a book is one of those wonderful events that reveal challenges in a progressive sequence, most of them totally unexpected. So it was with “Chairs and Tables: Corporate Governance for Small Business”, my most recent book, which was humbling in its revelations about what I knew, or thought that I knew, versus the truth of the matter. One of the first issues was the discovery that, although many had personal views and opinions, a generally accepted definition of corporate governance simply did not exist. I did a literature search, not of a scholarly quality but thorough enough to include all the majors, such as “Where Were the Directors”, also known as the Dey Report, commissioned by the Toronto Stock Exchange and delivered in December 1994. I read its sequel, “Five Years to the Dey”, written in 1999, and a batch of books by gurus. For the most part none provide a definition, although in 1997 David Leighton and Donald Thain proclaimed in “Making Boards Work” that “corporate governance is the political science of business”. I tried Wikipedia and found a few definitions but they pertained only to public companies. Agreement was scarce. As more and more opinions and general descriptions were compared a consensus emerged and it reads like this:

Governance is the amalgam of legal authority and collaborative process that allocates an organization’s resources and directs its affairs to the attainment of those purposes for which it exists.

This statement is inclusive, it is focused and it is strategic rather than operational. It is a satisfactory description of governance as a tenet extending to small, medium or large, public or private, businesses, government agencies or not-for-profit organizations. Viewed in this light governance is seen as fundamental to growth, prosperity and the effective use of economic inputs. Thus it is crucial to the health of the economy and of the components from which it is formed.
 
Why, you might ask, all this fuss over a definition? Well, aside from producing one when the occasion demands it, one might wonder if at least part of the problems and scandals of the past decade or so could have been avoided if everyone agreed about what they were supposed to do. Further, if there is an inclusive definition of governance there is a common, underlying body of knowledge and a set of requisite competencies gained through experience and learning. Together, they might be called “Director DNA.”
 
These pages will explore this concept, while applying it to all the issues facing those who wish to join a board, who already sit on a board or who are responsible for operating a board, with all the issues that they must face.

About the Author
Don Hathaway’s career has spanned the air force, manufacturing, management consulting, business and academia. Much of it has been spent in senior executive and leadership roles. In recent years he has focussed on sound governance, building on his experience on more than thirty boards including private and public businesses, charities, not-for-profit and political organizations at all levels. He has held multiple committee and board chair roles and is viewed as a professional director with competencies in strategic direction, leadership formation, consensus building, risk management, compliance and board operations. He has strong skills in the board-management interface and standing committees, particularly audit, governance and compensation. He has participated in several new ventures as an investor or director, and has experience in acquisitions, mergers, financing and taking a company public.

He currently serves on the boards of four private businesses and he is the Chair and a Founder of one of them. He is the Chair of a not-for-profit in the mental health field and he is a director on the Ontario Provincial Committee of the Air Cadet League of Canada. He also sits on the board of the Ontario Chapter of the Institute for Corporate Directors where he is the incoming Vice Chair for private businesses.

He is a member of the Institute of Corporate Directors and holds its ICD.D designation. He is a Past President and a Fellow of the Institute of Management Consultants of Ontario (FCMC), a Past President of the Institute of Management Consultants of Canada, a former Governor of York University, a former Chairman of the University of Waterloo Advisory Council and a former member of the Canadian Employment and Immigration Advisory Council and a former member of the Advisory Council to the Masters in Business, Entrepreneurship and Technology (MBET) at the University of Waterloo. He graduated in electrical engineering from Sir George Williams University (now Concordia) and has a degree in mathematics from the same university, an MBA from York University and he took the executive program in economic value analysis (EVA) at the Kellogg School at Northwestern University. His most recent book, “Chairs and Tables: Corporate Governance for Directors of Small and Medium Businesses” was published by ISI Publications in June 2008.