Thursday 23 August 2012

what do BOARDS of DIRECTORS direct?

I’m a retired ‘old’ engineer and have been watching the Enbridge and Kinder Morgan pipeline debates in BC–even sending letters here and there.
No one has answered a basic question for me-yet; that is, how and why Enbridge got caught so off guard –particularly in the Kalamzoo pipeline oil spill fiasco—was the Board somehow doing what Boards of the day DO/DID?---and do you see where todays Board is likely to pay more attention to matters ‘not ONLY related to fiduciary matters'----I have been reading online about changes in the UK and USA that may require Boards to pay more attention to the BROADER ASPECTS  of business-can,should these changes be adopted in Canada?
A Board of Directors(BOD), in a publically held company, has a fiduciary has responsibility to the shareholders...the concept of the Board suggests to me that there will be a consensus when BROADER issues arise -something like that-right? Some suggest that the Board, in reality, is more often like an Old Boys Club(OBC)—where the Chairman or (CEO ?) calls the shots---and matters such as our system 'condition' is left to the operating plebs!
The Corporate  Financial OFFICER(CFO) has great influence when counselling the Board I assume--BUT  where's the Corporate Technical Officer (CTO) who is RESPONSIBLE to counsel the Board about the 'STATE OF OUR PHYSICAL PLANT?'For instance ,the CTO may say "members,we have AREAS OF CONCERN that need attention --here's the list --please advise when we can proceed with the action plan attached"! Ha!Ha! you say. How many complex technical ,physical plant ,organizations ever hear such a request??
This procedure would make the Board ACCOUNTABLE for deciding about system integrity--an ACCOUNTABLE BOARD--what a novel concept??
How is the typical big company(business) ‘run’---I see three scenarios,below;
1.A large investment or financial business will have many accounting,economists, financial specialists folks offering advice to the Board(via the CFO)—great--hell some of these mega companies have survived—with help from Joe Bloe’s tax dollars(recall the ‘handy’ government bailouts)..?
2.A large public utility (electric,gas,water typically)can be under the jurisdiction of a Public Utilities Commission and is allowed fixed return on their investment and no more—The utility must yield to Public Utilities Commission(PUC) directions as to it’s operating practices,and expenses...the PUC basically is required to assure the users(ratepayers) that the Utility is providing the service at a reasonable cost ...the PUC may compare operating costs with other similar utilities nationwide ...the typical Hearing will examine utility company officials on any and all matters raised by customers and the public..all testimony(transcripts) is recorded and offered to the public for their information...the problem sometimes lies with governments of the day that have their own agenda—and decide ,for their own political reasons to ,curtail the PUC ‘powers’---so the scrutiny of the PUC then becomes moot...like in British Columbia  today!
3.A typical large pipeline company—a complex business with huge financial investments and very significant public issues to manage.I don’t know how the typical pipeline company Board operates.Yes the board has fiduciary responsibilities AND public issues also—There have been recent changes in the UK and USA for Boards—in the UK the Board needs to consider “the impact of the company’s operations on the community and the environment”—and there are five other interesting ‘factors’.—In the U.S. there is the Sarbanes –Oxley Act which broadens the Boards area of responsibility,(resulted from the recent financial crisis in the U.S.-and signed into law by George W. Bush)-looks to me to be directed primarily at large financial public companies.
In light of these’ trends’ for Boards will this spill over into Canada and put more pressure on the Enbridges and Kinder Morgans to consider more” the impact of the company’s operations on the community and the environment”—I’m assuming that some of these changes will happen in Canada??
Or am I living in a fairy land--still??

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