Workshop B — Enhancing Relationships with the Board and with Management: Working Group on Governance Support and Legal Advice for Crown Corporations
Wilhelm Rinas
General Counsel (A)
Ontario Clean Water Agency
Nathalie Rolland
Former Director, Corporate Secretariat and Governance
BDC
Providing appropriate governance support and legal advice to the Board and management is foundational to the success of any Crown corporation. Workshop facilitators will provide concrete strategies and insights for supporting the administrative, governance, and legal functions unique to Crown corporations. This workshop is designed for any Crown professional who supports governance for the Board, management, or who provides legal counsel (including corporate secretaries and general counsel).
Topics of discussion will include:
- Coordinating closely with the Chair and the CEO to ensure governance issues are raised and discussed appropriately
- Developing a framework for setting up Board meetings efficiently:
- Understanding what goes into the meeting agenda and the timeline for preparing the agenda and pre-reads
- Considering the use of the consent agenda: what items should be included and what items should not be included?
- Getting ahead of logistical challenges, both common and unanticipated
- Appreciating how to effectively participate, or step back, as warranted, during Board meetings
- Drafting accurate and compliant meeting minutes, including recording conflicts of interest and Director recusals, and drafting motions
- Assessing when to go in-camera and the contours of those discussions
- Addressing the challenges of in-house counsel, who are responsible for diverse legal and governance matters without the benefit of deep specialization in every area
- Distinguishing between giving advice that is legal versus governance versus political/public
- Knowing when to retain external counsel
- Balancing solicitor-client privilege between management, the Board, and requests from the Auditor General and other accountability bodies