Agenda
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Pre-Conference Workshops
January 28, 2025
Workshop A — Operations and Governance Working Group: Defining Responsibilities, Streamlining Performance and Ensuring Smoother Day-to-Day Functioning
Megan DoloVice President Law and Corporate SecretaryFarm Credit Canada
Brad KrizanChairAlberta Motor Vehicle Industry Council
Natascha KiernanChairDigital Technology Supercluster
This workshop, designed for all Crown corporation professionals, will review best practices for governance and operations. Join our workshop leaders for an interactive workshop which will include a deep dive into essential governance principles as well as effective strategies to facilitate smooth day-to-day practices.
Workshop lecture topics include:
- Understanding the main responsibilities of the Chair, the Board of Directors, the Chief Executive Officer and other members of management teams
- Knowing what duties overlap, and which are distinct
- Understanding the principle of “nose in, fingers out,” e.g., the difference between oversight and the management of the corporation’s business and operations.
- Developing the appropriate level of communication between the Chair, the Board of Directors, and Management: when, how often, and how?
- What is a meeting truly necessary?
- Navigating hybrid or virtual versus in-person meetings
- Reviewing committee structures and responsibilities delegated to committees
- Best practices for establishing and maintaining contact with the Minister and Ministry/Department officials
- E.g., what is the appropriate level of communication between the Board Chair and the Minister/Deputy Minister; how often should the Minister or Deputy Minister be invited to board meetings? To other meetings?
- Benchmarking effective and meaningful CEO performance reviews and Board evaluations
Light Lunch & Networking Break for Attendees of Workshop A & B Only
Workshop B — Optimizing Crown Corporation Board Meetings: Practical Tools and Tips for Running the Meetings and Maximizing Impact
Catherine R. Gryba, ICD.DConsultantCRG Strategies Inc.
Colleen OuelletteDirector & Corporate SecretaryExport Development Canada
In this workshop, designed for Chairs, Corporate Secretaries, and Directors, the workshop facilitators will explore best practices for preparing for and participating in a Board of Directors meeting. Throughout the workshop, attendees will be encouraged to share their experiences to benchmark with their peers and obtain input from the workshop facilitators.
Workshop lecture topics include:
- Understanding what goes into the meeting agenda and the timeline for preparing the agenda and pre-reads
- Understanding the use of the consent agenda: what items should be included and what items should not be included?
- Drafting accurate and compliant meeting minutes, including recording conflicts of interest and Director recusals
- Can Directors take their own notes during the Board meeting? Must they be destroyed after the approval of the meeting minutes?
- Who signs the meeting minutes? Is this required?
- How can Corporate Secretaries support Chairs to be better prepared and run effective meetings?
- How can Board Chairs and Corporate Secretaries support Directors to be better prepared and contribute meaningfully?
- Exploring the nuances of operation versus management
- Managing meeting agendas and potential conflicts of interest concerns when a member of management (i.e., the CEO, or Corporate Secretary) is a member of the Board of Directors
- Best practices for virtual or hybrid board meetings
- Avoiding document overload – what documents are truly necessary to review?
- How should documents that do not require a formal decision be presented (e.g., consent agenda; information item)
Day 1
January 29, 2025
Registration & Networking Breakfast
Establishing Trust While Remaining at Arms Length
Strategies to Reconcile Ministerial Expectations and Obligations to the Corporation
Anais de LausnayGeneral Counsel and Corporate SecretaryLaurentian Pilotage Authority
Collin MayBarrister & Solicitor | Senior FellowAristotle Foundation for Public Policy
Mike PedersenChairIntact Centre Climate Adaptation
Past Chair
Business Development, Bank of Canada
Crown corporations are tasked with negotiating pressures from government and the public while acting in the best interest of the entity they oversee – a challenge that is inherent to Crowns’ very structure and function. Topics of discussion will include:
- Establishing contact with the Minister and Ministry/Department officials and engaging in meaningful dialogue
- Responding to potential gaps between expectations and anticipated outcomes communicated by Ministers and the Crown’s practical capabilities to deliver
- What level of autonomy do and should crowns have from their shareholder?
- Building trust and transparency
- How can Directors reconcile political influence and direction that conflicts with what they deem to be the best interest of the corporation?
- What consideration should be given to public sentiment of a Crown’s strategy and activities?
- How should public sentiment be communicated to the Minister to realign expectations?
Morning Networking Break
Retaining Diverse Talent
Strengthening Crown Corporation Governance and Succession by Embracing Equity and Inclusion
Alexandra SchwarzVice-President and Chief Legal Officer FinDev Canada
- Appreciating the business case for diversity and how it fits within the overall strategic and operational directives of the Crown corporation
- Meeting EDI policy goals to represent the community that the Crown Corporation serves
- Strategies for including representation of the community within the Crown Corporation, e.g., recruiting, mentorship, advisory committees
- Considering specific legal requirements with respect to EDI and accessibility
- Benchmarking best practices for retention and succession planning
- Creating and offering non-monetary incentives
- Developing and implementing adaptive succession planning systems that prioritize the retention and advancement of diverse talent while maintaining the flexibility to accommodate varying personal and professional needs
Setting Directors Up for Success
Developing Functional Strategies for Onboarding and Director Effectiveness
Christa WalkerChief Legal Officer Canada Deposit Insurance Corporation
Frédéric DuguayGeneral Counsel and Corporate SecretaryCanada Infrastructure Bank
New Directors bring varied skills, backgrounds and experiences to the Board and seek to maximize their impact and contributions to the Board’s work and discussions. This why the right onboarding process and engagement is critical to setting up Directors – and ultimately, the Crown corporation – for success. Topics of discussion include:
- Developing an onboarding timeline and procedure
- Establishing the Crown corporation mandate and strategic plan
- Unpacking the role of the Board versus the role of Management
- Helping civil servants adapt to commercial realities and helping commercial professionals to adapt to public policy
- Introducing new Directors to the Chair, the CEO, and the Ministry
- Exploring communication styles
- E.g., formal vs informal; written versus verbal; virtual vs in-person
- Developing expectations with respect to board meetings and preparing for board meetings
- Examples of best practices and different approaches to improve engagement and continuous development
Networking Luncheon
Eryn SibaExecutive Director, Crown GovernanceCrown Investments Corporation of Saskatchewan
In this special roundtable, governance professionals from Crown corporations in Saskatchewan, Manitoba, BC and Ontario will review their unique governance structure, highlighting both advantages and challenges for consideration. Topics of discussion include:
- Introduction to Saskatchewan’s Crown Investments Corporation, the province’s holding company for all commercial Crown corporation
- Appreciating the challenges and benefits of this model of governance
- Introduction to Manitoba’s Crown Services Secretariat
- Appreciating the challenges and benefits of this model of governance
- Contrasting Crown Services Secretariat with the Crown Corporations Council (dissolved in 2016)
- Introduction to BC’s Crown Agencies and Board Resourcing Office (CARBO)
- Benchmarking the challenges and successes of provincial Crown corporations
- Appreciating the operational needs of smaller Crown corporations
Afternoon Networking Break
In this special fireside chat, members of the Privy Council Office will explore the process for selecting Governor in Council (GIC) appointees, including:
- What makes a strong candidate
- How Crown corporations and their Chairs can recommend candidates that meet identified needs effectively
- Best practices for candidates to prepare for their interview with the Selection Committee
An Honest Conversation with the Ministries on Fostering Trust, Developing Strong Dialogue, and Conducting CEO Reviews
Randy JackiwAssistant Deputy MinisterMinistry of Agriculture, Food, and Rural Affairs, Ontario
Louise Ouellette-BolducCorporate SecretaryCanada Revenue Agency
Greg ReadeAssistant Deputy Minister Department of Finance
In this special conversation, representatives from provincial and federal ministries will speak candidly about the practices that build trust, establish meaningful dialogue and coordination between the Crown corporation and the Minister.
Topics of discussion include:
- Learning the best practices and strategies for approvals of corporate plans and budgets
- Coordinating requests and information to Parliament
- Monitoring the Crown corporation’s performance and annual reviews of CEOs
Cocktail Networking Reception
Conference Adjourns
Day 2
January 30, 2025
Registration & Networking Breakfast
Appreciating the Risks of the AI Productivity Promise
What Crown Corporations Need to Know about the Responsible Use of AI
Richard BarberCEOMind Tech GroupBoard Director
Governance Professionals of Canada
Marco FalcoPartnerTorkin Manes LLP
- Examining how Crowns can implement AI systems into their daily functions
- Identifying the best AI system to use based on the tasks you want it to perform
- Evaluating best practices on when and when not to use AI systems
- Examining what AI systems are currently being utilized by federal and provincial/territorial entities
- Assessing compliance and best practices by drawing from:
- The federal Directive on Automated Decision Making
- The proposed Artificial Intelligence and Data Act (AIDA)
- The Voluntary Code of Conduct on the Responsible Development and Management of Advanced Generative AI Systems
- Assessing the risks involved with AI systems
- How do you mitigate and prevent data or privacy breach?
- Inadvertently releasing confidential information through the use of free AI chatboxes such as ChatGPT
Morning Networking Break
FOCUS ON ESG – PART I: SUSTAINABILITY AND SOCIAL RESPONSIBILITY
Implementing the (Modern Slavery) Supply Chains Act and Realizing the Business Benefits of Adopting ESG Practices
Bryan Icyk, CFADirector, ESGOntario Power Generation Inc.
Ivy LumiaCEO and FounderBest in Governance
- Contextualizing the global shift towards navigating ESG risks in supply chains
- Appreciating why investors consider sustainability an important factor in their investing decisions
- Unpacking the obligations set out in Bill S-211 Supply Chains Act
- Reviewing the recently released Guidance from the Government of Canada
- Establishing best practices from the first reports filed and lessons for the second year of reporting
- Developing practical examples of due diligence towards identifying, addressing, and preventing forced labour in supply chains
- Understanding the penalties for failing to comply: fines, reputational damage, and liability for Directors and management.
- Comparing Canada’s Supply Chains Act to Modern Slavery legislation in the US, Australia, UK and the EU
FOCUS ON ESG – PART II – ENVIRONMENT
Greening Crown Corporations: Navigating Climate-Related Financial Risk Reporting, Advertising, and Net Zero Emission Strategies
Josephine A.L. PalumboDeputy Commissioner, Cartels and Deceptive Marketing Practices Branch Competition Bureau of Canada
Elisa SuppaManager, ESG and SustainabilityTelefilm Canada
Many corporations are adopting the Task Force on Climate-related Financial Disclosures (TCFD) framework, which is becoming mandatory for some Crown corporations. Additionally, new Government of Canada provisions target greenwashing, requiring substantiation of environmental claims. Implementing these frameworks and regulations is essential for transparency, stakeholder trust, and mitigating legal and reputational risks.
Topics of discussion include:
- Unpacking the four pillars of the TCFD: governance, strategy, risk management, and metrics and targets
- What do these pillars mean in practice?
- Assessing whether TCFD is mandatory for your Crown corporation
- Appreciating the value of climate-related risk reporting even without the obligation to do so
- Being wary of misleading environmental benefit claims (greenwashing)
- Understanding Canada’s new greenwashing provisions under the Competition Act
Networking Luncheon
Preparing for the Impact of Elections on Crown Corporation Governance
Transition Strategies for Appointments, Delays, and Changing Mandates
Serge BijimineAssistant Deputy MinisterTransport Canada
Kyla Hillmer, CPA, CMA, ICD.DVice-President, Crown ServicesCrown Investments Corporation of Saskatchewan
Simon KamelVice President, General Counsel, and Corporate SecretaryRoyal Canadian Mint
Nicolas RuszkowskiManaging Principal & Co-OwnerTactix Government Relations and Public Affairs
With the anticipation of the 2025 Federal Election, Crown corporations need to prepare, not only for the possibility of a new elected government and new mandates, but also the pause and potential delay in decisions requiring GIC approval. Provincial Crown corporations are also impacted by elections, whether federal or within their province. Our discussion, while politically neutral, will focus on the challenges Crown corporations encounter during the writ period and strategies they can employ for a smooth transition post-election.
Topics of discussion include:
- Understanding how federal and provincial elections affect Crown corporations at the federal level and the provincial/ territorial level
- Knowing the limitations on public speaking and contact with government during the writ period
- Anticipating how a new government may affect Crowns and their mandates
- Analyzing best practices to prepare for a new government
- Understanding the new minister’s platform and what the board can do to support that platform without exceeding the Crown corporation’s mandate
- How to respond when the arms length relationship is not maintained
- Developing a plan for upcoming appointments and vacancies on your Board during the election writ period
- Understanding how Directors can assist and fill-in-the-gap
- What happens when there is no quorum?
Afternoon Networking Break
Aligning Profit with Policy
Key Considerations for Developing Mandate-Compliant and Financially Viable Commercial Strategies
Jill Earthy, MBACEOInBC Investment Corporation
Justine HendricksPresident and Chief Executive OfficerFarm Credit Canada
Tess LofskyGeneral Counsel, Corporate Secretary, DirectorCanada Development Investment Corporation
Commercial Crown corporations operate within a paradox, given the dual mandate of pursuing commercial activities and public policy objectives. In this think tank, speakers will analyze this duality, referring to both highly profitable Crown corporations and those that face financial pressures and shortfalls, and distilling risk assessment strategies for revenue generation.
Topics of discussion include:
- Discovering new means of revenue and how to reach targets while maintaining sound governance
- Developing risk matrices to assess the feasibility of proposed revenue-making plans
- Positioning public policy objectives within the challenges of limited government funding (or no funding)
- Considering when public demand for the services offered by the Crown corporation diminishes such that it becomes impossible to remain profitable within the mandate (e.g., Canada Post) – what next?
- Revisiting dissolution when a Crown corporation has served its purpose?
- Analyzing the opposite: should highly profitable Crown corporations return profit to taxpayers?
- E.g., Saskatchewan’s Crown Investments Corporation record-profits alongside public outcry on the cost of living
Critical Conflict of Interest Lessons for Directors, Chairs, and Leadership: Sustainable Development Technology Canada Case Study
Konrad W. Von FinckensteinCommissionerOffice of the Conflict of Interest and Ethics Commissioner
Thomas H. YeoPartnerTorys LLP
In the summer of 2024, the auditor general released a report highlighting serious issues and conflicts of interest by Sustainable Development Technology Canada, leading to the dissolution of SDTC. In this session, speakers will use the SDTC dissolution as a case study to illustrate best practices with respect to conflicts of interest.
Topics of discussion include:
- Understanding the Conflicts of Interest Act and the difference between a public office holder (POH) and a reporting public office holder (RPOH)
- Assessing conflicts of interest at the initial compliance process versus ongoing reporting requirements
- Appreciating the additional measures that RPOHs are subject to with respect to disclosure, divestment and postemployment obligations
- Reviewing the recent changes to how the Office of Conflict of Interest and Ethics Commissioner administers the Conflicts of Interest Act
- Reviewing the auditor general’s report of SDTC and the decisions of the Conflict of Interest and Ethics Commissioner and distilling important lessons for the future