Pre-Conference Workshops

Workshop A — Crown Corporate Secretariat Working Group: What Every Corporate Secretary Needs to Know for Success in their Role and their Crown

Jan 29, 2024 9:30am – 12:30 PM

Speakers

Colleen Ouellette
Director & Corporate Secretary
Export Development Canada

Aaron Friedenthal
VP Legal Services & Assistant Corporate Secretary
ATB Financial

Louise Ouellette-Bolduc
Corporate Secretary
Canada Revenue Agency

Workshop B — Board Governance Master Class: An In-Depth Look at the Functions, Duties, and Roles of Board Subcommittees

Jan 29, 2024 1:30pm – 04:30 PM

Speakers

Darinka Pejic
Chair, Audit Committee and Finance Committee
Institute of Public Administration Canada (IPAC)

David R. Beatty C.M., O.B.E, F.ICD, CFA
Director, The David & Sharon Johnston Centre for corporate Governance Innovation
Rotman School of Management, University of Toronto

Day 1 - Tuesday, January 30, 2024

7:45
Continental Networking Breakfast and Registration
8:45
Co-Chairs’ Welcome Remarks
9:15
PART I: A Guide for Federal Crowns Making Recommendations to the Privy Council for Crown Board Member Appointments: What Every Chair Needs to Consider
10:15
Morning Refreshment Break
10:45
PART II: A Guide for Provincial Crowns Making Recommendations to the Privy Council for Crown Board Member Appointments: What Every Chair Needs to Consider
11:45
Addressing Challenges in Crown Board Operations: An Honest Discussion on Fostering Transparency and Accountability
12:45
Networking Luncheon
2:00

FOCUS ON AI SYSTEMS

AI 101: A Crown Corporation’s Guide to AI Systems and Technologies
2:45
AI Anticipation: Understanding How Crown Corporations can Use AI Systems Effectively
3:45
Afternoon Refreshment Break
4:00
Who’s the New Hire?: A Guide for On-boarding New Crown Corporation CEOs
5:00
Closing Remarks – Day 1 Adjourns.

Day 2 - Wednesday, January 31, 2024

8:00
Continental Networking Breakfast and Registration
9:00
Co-Chairs’ Welcome Remarks
9:15
Governance Roundtable: Developing Strong Relationships Between Crown Corporations and Ministries
10:15
Morning Refreshment Break
10:30
Re-Assessing the Arms-Length Relationship between Crown Corporations and their Ministries
11:30
Federal Election Is Near: Understanding How Federal Elections Affect Crown Corporations
12:30
Networking Luncheon
1:45
Understanding the Importance of an Indigenous Advisory Committee for Crown Corporations
2:45
In-Depth Look on ESG Reporting
3:45
Afternoon Refreshment Break
4:00
How to Create a New Crown Corporation
5:00
Recap and Closing Remarks
5:15
Day 2 Ends – Main Conference Adjourns

Day 1 - Tuesday, January 30, 2024

7:45
Continental Networking Breakfast and Registration
8:45
Co-Chairs’ Welcome Remarks

Carol Hansell
Senior Partner
Hansell LLP

Simon Kamel
Vice President, General Counsel, and Corporate Secretary
Royal Canadian Mint

9:15
PART I: A Guide for Federal Crowns Making Recommendations to the Privy Council for Crown Board Member Appointments: What Every Chair Needs to Consider

Vivian Abdelmessih
Chair
Export Development Canada

Robert Sanderson
Chair
Canada Deposit Insurance Corporation

Board member appointments are crucial as they can shift the progression of a Crown corp. As such, recommendations given to the Privy Council on board appointments require strategic thought and consideration. This session will examine what Federal Crown Chairs need to keep in mind when compiling their recommendations for open board member positions.

  • Assessing what the Privy Council considers when making board member appointments
  • Understanding the qualities that a board member needs to be a good fit for your particular Crown corp
  • Devising a plan with current Board members to identify gaps
  • Understanding the Chair’s crucial role as the sole representative of the Crown who is able to provide recommendations
    • Reviewing potential biases that can alter recommendations

10:15
Morning Refreshment Break
10:45
PART II: A Guide for Provincial Crowns Making Recommendations to the Privy Council for Crown Board Member Appointments: What Every Chair Needs to Consider

Vanessa Geary
Executive Lead, Crown Agencies and Board Resourcing Office (CABRO)
Government of British Columbia

Brad Krizan
Chair
Alberta Motor Vehicle Industry Council

Now that we have explored board member appointments at the federal level, this session will examine what Provincial and Territorial Crown Chairs need to keep in mind when compiling their recommendations for open board member positions.

  • Outlining what the Privy Council considers when making board member appointments
  • Understanding the favored qualities of a board member to ensure the right candidates are sought out
  • Devising a plan with current Board members to identify gaps
  • Understanding the Chair’s crucial role as the sole representative of the Crown who is able to provide recommendations
    • Reviewing potential biases that can alter recommendations and how to avoid them

11:45
Addressing Challenges in Crown Board Operations: An Honest Discussion on Fostering Transparency and Accountability

Frédéric Duguay
General Counsel and Corporate Secretary
Canada Infrastructure Bank

Matt Fullbrook
Founder
Ground-Up Governance

  • Outlining Crown board best practices for sound governance
  • Evaluating current Crown board operations to find solutions that foster transparency and accountability in their roles and relationships with other Crown board members
  • Developing best practices for sound Crown board meetings:
    • Examining agenda structure
    • Determining how Chairs should run the meetings
    • Understanding how in-person versus virtual board meetings having affect the quality of the board meeting
    • Creating and implementing best practices to keep the meeting on track
  •  Designing preparation and transition procedures for newly appointed Crown board members to effectively assume their respective roles 
  • Developing best practices within a culture of transparency and accountability when working with difficult Board members   

12:45
Networking Luncheon
2:00

FOCUS ON AI SYSTEMS

AI 101: A Crown Corporation’s Guide to AI Systems and Technologies

Amy Syed
Director, Cloud & Data
PwC Canada

Shea Coulson
Partner
DLA Piper Canada LLP

  • Understanding how AI systems work and how they can be beneficial to a Crown’s operations
  • Identifying strategical tools to allow for a Crown’s smooth transition into AI usage
  • Evaluating the type of AI system suitable for the community you serve
  • Assessing the risks involved with AI systems
    • How do you mitigate and prevent data or privacy breach?
    • Addressing the AI stigmas

2:45
AI Anticipation: Understanding How Crown Corporations can Use AI Systems Effectively

Marco Falco
Partner
Torkin Manes LLP

Richard Barber
CEO
Mind Tech Group
Board Director
Governance Professionals of Canada

Dr. Jodie Lobana
Assistant Professor (Adjunct)
Queens University
Board Member
International Internal Audit Standards Board

  • 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
  • Examining what AI systems are currently being utilized by federal and provincial/territorial entities
  • Understanding the Government’s directive on AI usage
  • Determining who is accountable at the Crown board level if something goes wrong
    • Who would be accountable under the management side?
  • Developing a plan to resolve any breaches or mishaps stemming from AI usage
  • Evaluating best practices on when and when not to use AI systems

3:45
Afternoon Refreshment Break
4:00
Who’s the New Hire?: A Guide for On-boarding New Crown Corporation CEOs

Jane Halford
Chair
Farm Credit Canada

Francoise Bertrand
Chair
VIA Rail Canada

  • Devising and implementing strategic plans for a seamless transition when a new CEO is hired
  • Assessing educational and necessary training needs for onboarding new CEOs for Crown corps
  • Identifying the role of CEOs in Crown corps and what they need to know for success
  • Evaluating the performance of CEOs on their activities vs. the results received
  • Examining strategic objectives when the CEO’s vision is delivered to management and levels below
  • Identifying the most common challenges faced by new CEOs, and faced by Board members, and how to avoid pitfalls

5:00
Closing Remarks – Day 1 Adjourns.

Day 2 - Wednesday, January 31, 2024

8:00
Continental Networking Breakfast and Registration
9:00
Co-Chairs’ Welcome Remarks

Carol Hansell
Senior Partner
Hansell LLP

Simon Kamel
Vice President, General Counsel, and Corporate Secretary
Royal Canadian Mint

9:15
Governance Roundtable: Developing Strong Relationships Between Crown Corporations and Ministries

Brad Krizan
Chair
Alberta Motor Vehicle Industry Council

Louise Ouellette-Bolduc
Corporate Secretary
Canada Revenue Agency

David Field
CEO
Legal Aid Ontario

Randy Jackiw
Assistant Deputy Minister
Ministry of Agriculture, Food, and Rural Affairs, Ontario

It is crucial for Crown Corporations to develop a strong relationship with their respective ministries to allow for open communication and a seamless engagement of the Board, Management and Minister. This roundtable will explore different strategies for Crown Corp Chairs, Executives, and Board Members to interact and communicate with Ministries to achieve optimum results for their respective Crown Corp. Points of discussion will include:

  • Understanding the existing challenges and obstacles to open communications within the Crown Corp setting
  • Examining how each of the following Crown roles have different expectations of communication:
    • Chair
    • Minister
    • Board Member
    • CEO
    • Corporate Secretary
  • Developing a stronger model for an open line of communication and applying it to each role
  • Devising strategic plans when faced with an unresponsive Minister, Chair, CEO or Board member
  • Implementing relationship management training programs and relationship charters for your board.

 

10:15
Morning Refreshment Break
10:30
Re-Assessing the Arms-Length Relationship between Crown Corporations and their Ministries

Randy Jackiw
Assistant Deputy Minister
Ministry of Agriculture, Food, and Rural Affairs, Ontario

Thomas H. Yeo
Partner
Torys LLP

Vanessa Geary
Executive Lead, Crown Agencies and Board Resourcing Office (CABRO)
Government of British Columbia

  • Understanding why the relationship between Crown Corporations and their respective ministries are typically at arms-length
  • Determining what the “arms-length” relationship is and establishing boundaries
  • Comprehending how the arms-length relationship impacts private and public sector challenges
    • Achieving the balance between government oversight and the Crown Corporation’s independent operations
  • Assessing how to integrate communication strategies between government and crown corporation leaders into your annual review process 
  • Developing formal relationships and reporting procedures between the provincial legislature, executive government, and Crown corporations

11:30
Federal Election Is Near: Understanding How Federal Elections Affect Crown Corporations

Simon Kamel
Vice President, General Counsel, and Corporate Secretary
Royal Canadian Mint

Carol Hansell
Senior Partner
Hansell LLP

With the anticipation of the 2024 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 appointments. Our discussion while politically neutral – will focus on the challenges Crown Corps encounter during the writ period and strategies they can employ for a smooth transition post-election.

  • Understanding how the federal election affects Crown corps
    • Federal level
    • Provincial/territorial level
  • Anticipating how a new government may affect Crowns and their mandates
  • Analyzing best practices to prepare for a new government
    • Fostering productive working relationships with new incoming ministers, board members, etc.
  • Developing a plan for empty seats on your Board during the election writ period
  • Understanding how Board members can assist and fill-in-the-gap

12:30
Networking Luncheon
1:45
Understanding the Importance of an Indigenous Advisory Committee for Crown Corporations

Melanie Debassige
Chair – First Nations Committee
Ontario Clean Water Agency

Sara Mainville
Partner
JFK Law LLP

  • Illustrating the needs of Indigenous People for Crown corps to implement best practices to better serve their communities
  • Understanding the requirements of Crown corps under the United Nations Declaration on the Rights of Indigenous Peoples Act
  • Discussing practical approaches to foster strong relationships between Indigenous communities and Crown corps
  • Acknowledging that reconciliation is an ongoing process that requires detailed attention
    • Devising plans for the growth of reconciliation with your Crown corp
  • Identifying success stories and how your Crown corp can become one

2:45
In-Depth Look on ESG Reporting

Ivy Lumia
CEO
Best in Governance

Marie-Josée Privyk
ESG Advisor
FinComm

  • Understanding the Government’s ESG reporting requirements
  • Developing a working checklist to ensure your Crown meets the government mandate
  • Outlining the key components that need to be highlighted in your ESG report
  • Reviewing “poor practices” and re-routing to a path of sound governance
  • Analyzing how the “E”, “S” and “G” are important independently and how they interplay with each other
  • Assessing the future of ESG frameworks

3:45
Afternoon Refreshment Break
4:00
How to Create a New Crown Corporation

Jeff Miller
Senior Counsel, Finance Legal Services
Department of Finance

Carol Hansell
Senior Partner
Hansell LLP

  • Identifying the requirements needed to create a new Crown Corporation
  • Analyzing the difference of creating a new Crown corp vs. a subsidiary Crown corp to an already existing Crown
  • Assessing the necessary procedural steps to follow in creating a new Crown entity
  • Assessing what evaluations are conducted to identify the purposeful need of the new Crown Corp
  • Understanding the finances and other demands involved when creating a new Crown corp
  • Identifying the steps and protocols to gaining Government approval

5:00
Recap and Closing Remarks
5:15
Day 2 Ends – Main Conference Adjourns

Workshop A — Crown Corporate Secretariat Working Group: What Every Corporate Secretary Needs to Know for Success in their Role and their Crown

Jan 29, 2024 9:30am – 12:30 PM

Colleen Ouellette
Director & Corporate Secretary
Export Development Canada

Aaron Friedenthal
VP Legal Services & Assistant Corporate Secretary
ATB Financial

Louise Ouellette-Bolduc
Corporate Secretary
Canada Revenue Agency

What is it about?

This session is offered only in person.

Corporate Secretariats have a very important role in a Crown Corporation. From creating well-thought Agendas, to guiding all Board members, Chairs and C-Suite executives, a corporate secretary must have the tools to lay the foundation for sound governance and smooth Board operations.

Whether you are new to the role or have been in it for many years, this workshop, led by Corporate Secretaries from federal and provincial/territorial Crowns, will provide you with insights on best practices for the role and responsibilities of corporate secretaries and provide you with tools for your success.

  • Assessing the evolving responsibilities that Corporate Secretaries hold
  • Developing best practices for:
    • Structuring agendas for Board meetings to allow for meaningful discussions and minimal deviations
    • Building strong relationships between the Board and Ministry
    • Providing the Chair with assistance and advisory notes
    • Implementing the decisions of the Board
    • Bookkeeping of corporate records
    • Acting as an advisor to directors
    • Liaising with Board members and directors
    • Maintaining overall Board governance
  • Understanding the art of keeping and strategically using Board meeting minutes
  • Identifying gaps and developing plans to maintain a full Board
    • Delegating duties when there are gaps in the Board
  • Balancing the role of Corporate Secretary with your daily work

Light Lunch & Networking Break For Attendees of Workshop A & B Only

Workshop B — Board Governance Master Class: An In-Depth Look at the Functions, Duties, and Roles of Board Subcommittees

Jan 29, 2024 1:30pm – 04:30 PM

Darinka Pejic
Chair, Audit Committee and Finance Committee
Institute of Public Administration Canada (IPAC)

David R. Beatty C.M., O.B.E, F.ICD, CFA
Director, The David & Sharon Johnston Centre for corporate Governance Innovation
Rotman School of Management, University of Toronto

What is it about?

This session is offered only in person.

As the roles of the Crown Corporation board evolves, subcommittee functions have become a critical component for effective governance. Boards of Directors must ensure their policies and strategic directions are in place to properly guide top leadership. This workshop will closely look at developing best practices for successful functioning subcommittees within a Crown Board.

  • Developing essential strategies for setting up subcommittees on the Board
    • Types of subcommittees and their duties
    • Proven subcommittees that ensure effective governance
  • Evaluating Board members and their skills when deciding subcommittees
  • Understanding how to incorporate Crown leadership in the committee process
  • Assessing the benefits of committees and the power of delegation
  • Analyzing the purpose of a subcommittee
    • Focus on achieving Board objectives