8th Crown Corporate Governance

Relationships, roles and responsibilities are continuously raised as key issues in Crown corporate governance between the crown corporation and the government and within the corporation itself, especially as it relates to the board. Delineating and consistently operating within clear and agreed roles and responsibilities is often a challenge. Th is session will provide insightful perspectives into how to manage this key governance issue. Topics will include:

• Balancing independence of the board with the accountability to government
• Dealing effectively with ministries, portfolio ministers, and other representatives – the many voices of the government shareholder
• Understanding the machinery of government to develop an effective relationship
• Responding to the risk of micromanagement by government
• What are the discussions that the corporation and government need to have about roles and responsibilities?
• What does government want from the board? What does the corporation want from government?
• What are the practical challenges for government?
• What are the practical challenges for crown corporations?

• Managing the relationship between management and the board
• Balancing fiduciary responsibilities with strategic objectives
• How do you create a governing board rather than a managing board?
• What are the discussions management and the board need to have about roles and responsibilities?
• Redefining the role of directors and their expected contributions
• Optimizing the relationship amongst board members and between the chair of the board and the CEO

• Crown corporations serve a public policy interest and have a mandate to fulfill. This session will provide specific examples of the importance of preventing mandate drifts and assessing performance.
• Understanding the function of the crown corporate governance model
• Delineating where government politics stops and management starts
• Practical strategies for creating clear mandates
• Preventing mandate drifts: learning from real life examples
• Determining how a board can remain relevant when it is bound by government mandates/directives
• How do you practically measure performance outcomes against your proposed mandate?

• Creating leading edge governance practices in the public sector
• Satisfying demands for appropriate accountability
• Learning strategic lessons from other frameworks
• Working within and understanding a centralized framework
• Ensuring the optimal level of engagement

Since 1952 AECL has been a Crown corporation operating a commercial nuclear reactor business competing internationally. The privatization of the commercial division of AECL with continued government support of the nuclear laboratory for research and development have resulted in a new model to support industry/government initiative on a global basis. Glenna Carr, Immediate Past Chair of the Board of Directors will address the evolution of this model:

• How do we find the balance in fed-prov-industry partnerships and relations?
• What are the opportunities Canada might leverage in the future?
• What is the role of the Board of Directors in a government-led initiative?

EHealth, Ontario is responsible for the development and delivery of the Ontario’s electronic health record system by 2015. Public scandal arose in 2009 with allegations of mismanagement, excessive consultant’s fees, large bonuses, weak expenditure controls and generous severance packages. The controversy provided good media fodder, raised awareness of public accountability but did the attention detract from the original mandate and initiatives? How have these problems been mitigated? In this session, learn how to build back a reputation and effectively deal with real or perceived reputational issues.

• Developing a framework for reputational risk management
  • Learning how to avoid, mitigate or address reputational concerns
• Dealing eff ectively with risk management issues
• Clarifying the roles of the corporation and the government in terms of accountability
• How is EHealth recovering and how is it rectifying its reputation?

Directors and officers of Crown corporations incur high risks owing to their legal duties, fiduciary responsibilities and obligations to satisfy public interest. In this session, learn whether FAA indemnification is sufficient and how to ensure that your liability is adequately addressed.

• Has current insurance coverage proven to be sufficient?
• When should you bring in your own D&O coverage?
• Developing strategies to effectively protect directors and officers beyond insurance
• How have directors and officers been treated by the courts with regard to insurance?

• Compiling board profiles and improving upon current practices
  • How do you ensure skills, talent and competence of boards members?
• How do you ensure an effective appropriately diverse board as opposed to a purely representational one?
• Influencing the appointment selection process
  • Creating useful skills/performance matrix to avoid board gaps and ensure suitable board members. How do you define “suitable”?
• Learning practical ways to self-assess the board to ensure social and financial value and business function
  • How do you manage self assessment evaluations?
  • How does this help the positioning of the board?
• How do you measure performance when the yardstick is not a return on investment?
• Managing conflicts within a well versed functional board

• Management of the internal audit to maximize benefits for the organization
• Ensuring independence of the internal audit
• Understanding how the relationship works between management, board and the internal auditor
  • Compliance vs. influence
• Reconciling different tolerances for risk between management and the board
• Distinguishing departmental audit from internal audit
  • Who can best conduct each?

The current financial crisis and deficit situation has led to wage freezes, cutbacks in services and restraint with programs. This session will consider the implications of financial constraint on governance issues.

• Responding to cutbacks in services and layoffs
  • Coming up with policy answers
• How can corporations establish their value if they are being cut and claimed as overlapping with government?
  • How can performance of crown corporations be assessed and judged?
• Dealing with increased accountability requirements that effect strategic objectives and spending and procurement
• What is the board’s role in organizing downsizing?
• What are the risks involved?
• How do you effectively create a restructuring package?
  • Is it different when unions are involved?

Increased transparency and accountability are key concepts in crown corporate governance but they are often difficult to translate into practical terms. Challenges range from balancing privacy and access and ensuring best processes for dealing with access to information requests, to understanding the increasingly inter-connected world where corporate and professional brands can be damaged with internet speed. In this session, learn how crown corporations are facing unprecedented demands for accountability from an increasingly active public and how best to respond.

• Developing consistent rules for disclosure
• Maximizing transparency to improve policy but still satisfy business objectives
• Determining how to best deal with access to information requests
• Fulfilling your public disclosure obligations
• Learning what is driving this new age of accountability
  • Do crown corporations need to be better prepared?
  • What are the implications for crown corporate governance?
  • What should or should not be posted?
  • What changes are required in how privacy and access rules are applied?

In this session you will learn from personal observations what the hard to have discussions are and what they should include to improve governance.

• Understanding what is really expected from the agency
• Agency and ministry dynamics: What are people really thinking?
• Dealing with perceptions which can impact reputation: it’s all about performance
• Understanding the agency and board as an entity