Crown Corporate Governance

Opening Remarks from the Conference Co-Chairs

Darlene Halwas
Board Member
Canadian Development Investment Corporation (Toronto, ON)

Thomas H. Yeo
Counsel
Torys LLP (Toronto, ON)

OPENING ADDRESS

Assessing Canada’s Economic Outlook and Fiscal Constraints on Crown Corporations in the Next Year

With COVID-19 bringing economic activity to an unexpected halt, many of the sectors in which crown corporations operate have encountered existential threats. How will the economic situation evolve as the pandemic continues well into 2021, what kinds of funding challenges will crowns face, and when is the economy likely to rebound?

INTERACTIVE ROUNDTABLE DISCUSSION

Risk Oversight in a Pandemic: Strategies for Grappling with Financial Uncertainty, Delivering on Your Mandate, and Governing the “Return to Normal”

Lalit Aggarwal
Chair
Alcohol and Gaming Commission of Ontario (Toronto, ON)

Marg Epp
Chair
Nunavut Business Credit Corporation (Iqaluit, NU)

Darlene Halwas
Board Member
Canadian Development Investment Corporation (Toronto, ON)

Joanne Larocque-Poirier
Chief of Staff and Corporate Secretary
Canada Council for the Arts (Ottawa, ON)

This year has confronted crown corporations with unprecedented financial pressures and imperiled their long-term viability. As boards continue to operate in precarious circumstances and prepare for a post-pandemic world, they must rethink enterprise risk management in ways that they did not imagine a year ago. This session will address how crown boards around the country are navigating these challenging times:

• Managing reputational risks resulting from inability to meet your mandate
• Overcoming the impact of significant revenue losses in sectors like tourism and transportation
• Mitigating the impact of disruption to supply chains in the COVID-19 world
• Setting strategy and long-term thinking amid major uncertainty

Break

THE STATE OF THE LAW

Staying on Top of the Latest Developments in the Law of Corporate Governance

Richard W. Leblanc
Professor of Governance, Law & Ethics
York University (Toronto, ON)
Founder and Principal, Boardexpert.com

As global trends like the COVID crisis, climate activism, and increasing demands for diversity and representation continue to unfold, corporations are faced with new pressures and expectations not only from the public but also evolving governance frameworks under Canadian and international law. This session will synthesize the key legal changes of the past year and present proactive strategies for boards and management to comply and limit their liability. Topics include new requirements relating to:

• Fiduciary duty and duty of care
• Executive pay and diversification of boards
• Anti-money laundering and anti-corruption
• Health and safety obligations in the context of the pandemic
• Climate governance globally

CASE STUDY: IMPROVING BOARD EFFICIENCY

How Export Development Canada Streamlined its Information Management Process Through a “Radical Change Initiative”

Leah Gilbert Morris
Deputy Secretary and Director, Corporate Secretariat
Export Development Canada (Ottawa, ON)

With extended day-long meetings and thousands of pages of documents to review, corporate boards are constantly overwhelmed with large amounts of often unfocused information. In 2019, EDC reached a tipping point, recognizing that its board needed concise and actionable briefing materials in order to provide effective oversight. Its “Radical Change Initiative” sought to lighten this information overload, and by the second board meeting following implementation, it decreased the volume of its books by half. This session will explain how EDC achieved this radical transformation through a team of:

• Governance analytics and change management specialists
• A lawyer advising on legal requirements for management briefs to the board
• A writer dissecting how documents were drafted and a specialist on presentations

1:1 Peer-to-Peer Networking

Make new connections, face-to-face. Troubleshoot top pain points and share breakthrough strategies using an interactive virtual feature that will introduce you to fellow industry leaders for a quick conversation.

Break

LIVE POLLING SESSION

Transitioning into the New Reality of Virtual Meetings: Best Practices for Ensuring Board Effectiveness

Valerie Lambert
Director, Chair of the Governance and Human Resources Committee
BC Hydro (Vancouver, BC)

Governing in the COVID-19 context has required boards to dive into a virtual space that presents unique challenges from technical, legal, and organizational standpoints. Will the sudden leap into the current practice of virtual meetings be a simple interim measure or set a new norm for the post-pandemic world?

This session will address:

• Strategies for navigating this transition
• Possible benefits of continued virtual engagement

How Boards Can Approach Emerging Cyber Governance Challenges: Mitigating Security Risks Amid a Pandemic-Induced Explosion in Virtual Activity

Conrad Lord
Independent Director, Chair of Human Resources & Customer Service Committee
Société de l'assurance automobile du Québec (Montréal, QC)

While cybersecurity threats were already significant before the onset of COVID, the mass shift to remote work and virtual meetings magnified concerns further. Risks associated with increased reliance on remote technology have moved cybersecurity to the top of many organizations’ corporate agenda. This session will address:

• Vulnerabilities encountered in the sudden move to virtual and lessons learned
• Emerging security threats and what is at stake for corporations
• Rethinking policies and procedures to mitigate risk
• The need for continued vigilance as remote work becomes more normalized after the pandemic

Break

QUESTION & ANSWER

Best Practices for Governance of Crown Corporations

Elizabeth Watson
CEO and Founder
WATSON Advisors Inc. (Vancouver, BC)

Get an expert opinion on your most pressing governance challenges. Send us your questions at [email protected] by Monday, January 4.

Questions that have already been submitted include:

• When is it appropriate to abstain instead of voting against a motion in board meetings?
• What constitutes proper use of “in camera” meetings or discussions?
• What are the elements of an effective executive compensation review process?
• How should crowns approach policy board and director reimbursement and per diem?
• What are some of the common pitfalls in onboarding new directors?

Closing Remarks, Conference Adjourns

Opening Remarks from the Conference Co-Chairs

Darlene Halwas
Board Member
Canadian Development Investment Corporation (Toronto, ON)

Thomas H. Yeo
Counsel
Torys LLP (Toronto, ON)

CASE STUDIES ON CROWNS’ PERENNIAL CHALLENGE

Strategies for Reconciling Ministerial Expectations, Obligation to the Corporation, and Public Demands

Pascale Daigneault
Chair
Federal Bridge Corporation (Ottawa, ON)

Catherine R. Gryba
Board Member
eHealth Saskatchewan (Saskatoon, SK)

Alison Lawford
Director, Governance & Legal Affairs and Corporate Secretary
Defence Construction Canada (Ottawa, ON)

Crown boards have always been 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. This session will feature case studies on how two federal crowns and a provincial crown have navigated demands that are competing, unclear, or do not match the board’s own views.

Topics will include:

• Responding to ministers’ letters of expectation that are not well aligned with a crown’s reality and what it is able to deliver
• What level of autonomy do and should crowns have from their owner
• How do board members manage political influence that conflicts with what they deem to be the best interest of the corporation
• What consideration should the board give to public opinion of a crown’s vision and activities

Break

INTERACTIVE ROUNDTABLE DISCUSSION

Governing Amid Social Movements for Black and Indigenous Rights: How Boards Can Take a Stand and Foster Anti-Racism in Organizational Culture

Teresa Woo-Paw
Chair
Canadian Race Relations Foundation (Toronto, ON)

Melanie Debassige, MBA, ICD.D
Board Director and Chair, Governance Committee
Canada Energy Regulator (Calgary, AB)
Board Director and Chair, First Nations Committee
Ontario Clean Water Agency (Toronto, ON)

In the past year, movements like Black Lives Matter and growing demands for more equitable social policies have set new expectations for boards and managers. Being governmentowned, crown corporations are especially susceptible to scrutiny over their position on these matters, which have moved to the top of corporate agendas. This session will address challenges and strategies for setting an appropriate tone from the top.

• Educating boards and building capacity to effectively engage with BIPOC issues
• Demonstrating commitment to dismantling forces of exclusion
• Providing oversight of the crown’s engagement with stakeholder groups and the public at large

SPOTLIGHT ON DIVERSITY AND INCLUSION

What Crown Boards Can do to Improve Representation in their Executive Leadership

Margie Parikh
Director, Chair of Governance & Human Resources Committee
BC Oil and Gas Commission (Victoria, BC)

Michelle Taylor
Vice President, Legal Services; General Counsel & Corporate Secretary
Canadian Commercial Corporation (Ottawa, ON)

While crown boards have little control over their own composition, they can work to improve representation in the executive suite. With heightened attention to diversity and inclusion, what was previously a topic of discussion has become a focus of discussion for many boards. At the same time, most crowns’ senior leadership still does not reflect the demographics of Canadian society. This session will cover:

• Making deliberate efforts to attract diverse candidates
• Building awareness at the board level to ensure that members prioritize diversity
• Instilling a spirit of inclusion in corporate culture

1:1 Peer-to-Peer Networking

Make new connections, face-to-face. Troubleshoot top pain points and share breakthrough strategies using an interactive virtual feature that will introduce you to fellow industry leaders for a quick conversation.

Break

Adapting to the Changing Nature of Work: How to Build Culture Among a Dispersed Workforce, Sustain Resiliency, and Govern Around Major Health Issues

Frédéric Duguay
General Counsel and Corporate Secretary
Canada Infrastructure Bank (Toronto, ON)

• Rules and expectations that should be set to effectively manage a remote workforce
• The appropriate level of flexibility in your telework policy and toward employees with family obligations (e.g. caring for children)
• Mitigating risk associated with employee health and safety while remote and in the eventual return to the office
• Sustaining organizational culture and mitigating mental health challenges
• Business continuity and succession planning should key executives fall ill and as retirements are hastened in the combined context of an aging population and the onset of the pandemic
• Challenges in onboarding new workers when working remotely

Staying Ahead of the Curve: Why Crowns Must Seize Opportunities Induced by the Pandemic

Brad Krizan
Independent Director, Public Member
Alberta Motor Vehicle Industry Council (Calgary, AB)

While unexpected financial pressures initially elicited defensive responses from crown corporations struggling to survive the COVID crisis, the current circumstances are also presenting possibilities to imagine new ways of delivering public services. As organizational change is accelerated, how might crowns reinvent themselves to adapt to the new realities of a postpandemic world? This session will cover:

• Opportunities to merge with or acquire related agencies
• Sharing services under reduced costs or broadening the scope of work
• How boards can go about revisiting their organizational mission and shape a new strategy

Break

How to Meet the Challenge of Green Governance: Balancing Responsible Business Conduct with Your Corporate Objectives

Laurel Broten
President and CEO
Nova Scotia Business Inc. (Halifax, NS)

Simon Kamel
Vice President, General Counsel, and Corporate Secretary
Royal Canadian Mint (Ottawa, ON)

Green Governance considerations, which form an integral part of the larger Environmental, Social, and Governance (ESG) framework, continue to evolve in many sectors. Shareholders’ and various stakeholders’ expectations are driving many organizations, including crown corporations, to re-imagine new goals, objectives, and accountabilities aimed at sustainability. Over time, ESG will likely become a market differentiator for many corporations and a source of value creation leading to process improvements, monitoring, and reporting to address and comply with ethical standards and applicable legislation. This session will address the pivotal role of board oversight, leadership, and power to drive impact.

Closing Remarks, Conference Concludes