For several reasons, Canada is a unique and interesting setting in which to assess
the sensitivity of the relation between governance and the integrity of the financial
reporting process to new governance initiatives. First, although Canadian securities
laws are substantially similar to those in the USA, unlike the USA, Canada does not
have a centralized securities commission. Securities regulation is enforced at the
provincial and territorial level (Rosen, 1995). Therefore, any nationwide governance
agreement must obtain strong support from large provinces, such as Ontario and
Quebec. Second, Canada uses a flexible method to address matters of corporate
governance, which is distinct from the mandatory approach adopted by the US.
Moreover, a much higher percentage of Canadian public companies have a controlling
shareholder, as compared to US public companies (La Porta et al., 1999). These
controlling shareholders have a natural incentive to be represented on the board of
directors, which raises issues about the appropriate definition of independence. Finally,
many Canadian public corporations are relatively small firms with a limited capacity
to attract large numbers of completely independent directors; therefore, for these
companies, complying with a strict set of corporate governance rules would be a
significant financial and administrative burden. These institutional features raise
questions about the effectiveness of governance control practice in improving the
financial reporting process in Canada.