Crown Corporate Governance

Remarks from the Conference Co-Chairs

Thomas H. Yeo
Partner
Torys LLP

Carlton D. Mathias
Vice President Law, ESG and Corporate Secretary
Ontario Power Generation Inc.

THINK TANK ON BOARD DIVERSITY

How to Meet Diversity Standards for Your Board, Gauging Public Expectations and Identifying Diversity Barriers

Shalini Konanur
Executive Director, Lawyer
South Asian Legal Clinic of Ontario (SALCO)

Dr. Rebecca Jaremko Bromwich
EDI (Equity, Diversity and Inclusion) Manager
Gowling WLG

Anne-Cécile Lequain
General Manager, Human Resources – Corporate Services
Canada Post

• Examining board responsibility and meeting regulatory expectations
• Value of diversity and inclusion
• Understanding power and privilege, unconscious bias
• Impact of daily verbal, behavioural and environmental indignities
• How to prevent and address discrimination and harassment
• Best practices for workplace diversity and inclusion
• Exploring public perspectives of diversity and expectations, and discussing whether your board is representative of the community it serves
• Examining what tools can be used for benchmarking diversity
• Examining discriminating policies and implementing more inclusive policies
• Examining the board’s role in succession planning

CASE STUDY

How to Run a Successful Recruitment Campaign: Concrete Action Items for Achieving Diversity and Inclusion in Your Organization

Jennifer Robinson
Executive Director, Internal Audit Policy and Communities, Office of the Comptroller General
Treasury Board of Canada Secretariat

Joanne Larocque-Poirier
Chief of Staff & Corporate Secretary
Canada Council for the Arts

Gain actionable strategies as you compare and contrast two ambitious recruitment campaigns to increase representation of Women, Indigenous Canadians, members of visible minority groups and persons living with a disability.

• The development and implementation of a robust diversity action plan including ground-up strategies for recruiting
• Identifying barriers and overcoming obstacles
• Reporting on the results and the Board’s stewardship and oversight role
• Clearly defining roles & responsibilities to support inclusion
• The importance of succession planning
• Best practices and lessons learned in achieving alignment with labour market availability rates for under-represented groups

Break

HYPOTHETICAL SCENARIOS

A Forensic Examination of Cyber Security Risk Management: Everything Board Members Need to Know Including When to Panic!

William Platt
Partner, Forensic Services
PwC Canada

Chantal Bernier
National Practice Leader, Privacy and Cybersecurity
Dentons Canada LLP
Cheffe de pratique nationale, Vie privée et cybersécurité
Dentons Canada

Join this critical look at a forensic examination following both real and hypothetical cyber security events. Delve into the recommendations that will safeguard your corporation.

• Calculating risk thresholds for government and shareholders
• Identifying disruption and calculating the amount of disruption, and mitigating disruption
• Best practices and policies on handling ransomware
• Evaluating commercial and professional liability on insurance policies

KEYNOTE

Attracting C-Suite Candidates of the Future: Identifying the Needs of your Crown Corporation and Attracting Top Candidates

Chantal Guay
CEO
Standards Council of Canada

Networking Lunch Break

THINK TANK

How to Pivot After an Election: Transitioning and Fostering Productive Working Relationships with an Incoming Minister

Serge Bijimine
Assistant Deputy Minister
Transport Canada

Jeannine Ritchot
Assistant Deputy Minister, Communications and Portfolio Sector
Natural Resources Canada

• Exploring the impacts of a federal election on crown corporate governance
• Best practices for briefing a new minister, managing the relationship and conducting good governance
• Measuring the success of an ambitious or late-coming mandate
• How to pivot amid evolving ministerial policy objectives while maintaining consistency with corporate policies?
• How can boards work optimally with government when there is instability in the company management?

Greening Strategies for Crown Corporations

Nick Xenos
Executive Director, Centre for Greening Government
Treasury Board Secretariat

Kimberly Rapagna
Director, Corporate Sustainability and Environmental Policy
Canada Post

• Achieving Net-zero emissions by 2050
• Adopting low-carbon mobility solutions, deploy supporting infrastructure in its facilities and modernize its fleets
• Maintaining a current, net-zero climate-resilient real property portfolio plan to determine the most cost-effective pathway to achieve net-zero, climate-resilient real property operations by 2050
• Minimizing disruptions and damage to its assets, services and operations related to the impacts of climate change

Break

CEO Performance Appraisals or How to Know Your CEO Did A Good Job

Rick Hancox
Governor, Chair, Governance Committee, Board of Governors
New Brunswick Community College (NBCC)
Secretary-Treasurer, Chair, Audit Committee, Finance & Risk Committee
Institute of Public Administration of Canada (IPAC)
Chair, Human Resources Committee
Credit Counselling Canada
Former CEO, Financial & Consumer Services Commission

Mark Flint, ICD.D
Chair
New Brunswick Community College

• Balancing the role of the PCO and the role of the board during a performance appraisal
• Reporting requirements for PCO and conducting a thorough performance appraisal
• Tactical ways to maintain board independence
• Impact of publicly released information on board compensation and maintaining transparency
• Determining the extent to which board members play an active role in the crown’s business model and strategies for a successful crown
• Implementing performance reviews and self-assessments either internally or via independent third-parties
• Achieving consistency on performance management
• Establishing individual assessments for directors and how this impacts director’s accountability
• Keeping the public in the know about performance assessments without releasing confidential information

Closing Remarks from the Chair

Remarks from the Conference Chair

Mind the Gap: Meeting Reporting Challenges for Federal Crown Corporations

Sachelle Magloire-Prosper
Senior Director, Crown Corporations Centre of Expertise
Treasury Board of Canada Secretariat

How to Transition from a Corporate Social Responsibility framework (CSR) to an Environmental, Social, Governance (ESG) framework

Clare Wardle
General Counsel and Company Secretary
Coca-Cola Europacific Partners plc, UK

Diana Birkett Rakow
Vice President, Public Affairs & Sustainability
Alaska Airlines Inc.

Frédéric Duguay
General Counsel and Corporate Secretary
Canada Infrastructure Bank

• Reporting on physical risk, including climate change impacts assets and operations
• Reporting on transition risk, such as transitioning from to a lower carbon economy, including policy, legal, technology, market, and reputational risks
• What is the standard for ESG and what is the standard for disclosure
• Developing a strategy for governance and reporting on government recommendations
• Reevaluating policies to reflect long-term environmental stewardship
• Strategies for effectively responding to shareholders about climate change implications

Break

LIVE AUDIENCE POLLING

Crown Corporations of the Future: Embracing Organizational Change Management and Strategies for Implementing Initiatives to Maintaining Relevance and Resiliency

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

Nancy Kennedy
Senior Vice President, People & Culture
Ontario Lottery and Gaming (OLG)

Brad Krizan
Board Chair, Independent Director - Public Member
Alberta Motor Vehicle Industry Council

• Recognizing indications and changes in public expectations
• Identifying triggers for corporate re-invention, privatization, and selling
• Gauging the appetite for adopting a higher risk versus maintaining caution
• Identifying barriers to corporate adaptation

PANEL

Crisis Communication and Reputational Risk Management: Lessons from Private and Public Sectors’ on How to Respond to Public Controversy Challenges and Continued to Serve its Customers

Capt. Jack Gallagher
Chair
Atlantic Pilotage Authority

Jacqueline Nelson
Managing Director, Corporate Communications
Canada Pension Plan Investment Board (CPP Investments)

Carlton D. Mathias
Vice President Law, ESG and Corporate Secretary
Ontario Power Generation Inc.

• Best practices for decision making when developing a communication strategy with the public, including what expertise and advise was solicited in the decision process?
• How is the effectiveness of a communication strategy measured?

Lunch Break

FOCUS ON EMPLOYMENT

Key Takeaways from Incoming Bias, Harassment and Pay Equity Laws and What Boards Need to Do

Raquel Chisholm
Partner
Emond Harnden

• The federal Pay Equity Act (2021) effective in August 2021, will affect federally regulated private and public sector employers
• Bill C-65, An Act to amend the Canadian Labour Code (harassment and violence), the Parliamentary Employment and Staff Relations Act came into effect January 2021.
• Amendments to the Public Service Employment Act (2021) In June 2021, strengthen provisions to address potential bias and barriers in staffing processes and reaffirm the importance of a diverse and inclusive workforce.

ONBOARDING NEW BOARD MEMBERS

Implementing a Skills Matrix to Appoint Qualified Board Members and Achieve a Seamless Transition when Board Succession Occurs

Rick Hancox
Governor, Chair, Governance Committee, Board of Governors
New Brunswick Community College (NBCC)
Secretary-Treasurer, Chair, Audit Committee, Finance & Risk Committee
Institute of Public Administration of Canada (IPAC)
Chair, Human Resources Committee
Credit Counselling Canada
Former CEO, Financial & Consumer Services Commission

• Achieving board excellence by appointing qualified board members
• Matching the board members experience to the open position
• How does the government give board members authority in the hiring process for board members?
• Board member nominations via independent third parties
• Board succession challenges
• Establishing term limits

Break

PANEL

Expectations and Responsibilities for Handling Procurement: Weighing the Pros and Cons of International Trade Agreements

Anna Keller
Senior Counsel
Canadian Commercial Corporation

Thomas H. Yeo
Partner
Torys LLP

Ben Mills
Partner
Conlin Bedard LLP

Moderator:

Carole Malo
Director of the CDEV Board
Canada Development Investment Corp

Procurement has become a hot topic as governments move to find efficiencies through centralization while at the same time wanting to use procurement as a tool to achieve broader policy objectives. Our panel will discuss:

• The trend towards centralization and the implications for procuring authorities
• Balancing the responsibility to uphold international trade agreements against a “buy local” mentality
• Serving the public interest and how governments and Crowns can use procurement to achieve goals around Indigenous participation and ESG priorities

SPOTLIGHT

Demystifying Special Examinations & Tips to Prepare for One

Jacques E. Pigeon Q.C.
Corporate Secretary
Federal Bridge Corporation Limited (FBCL)

Pascale Daigneault
Chair
Federal Bridge Corporation Limited (FBCL)

Under the Financial Administration Act (FAA) a Crown corporation may be audited to ensure it is maintaining systems and practice to ensure assets are safeguarded and controlled and to ensure resources are managed economically and efficiently, and its operations were carried out effectively

• What the Crown Corporation should expect, including the legislative framework, the process including the three phases, the principles, the objectives, the scope and the criteria, the limits
• Guidance from precedents, including examples of findings of significant deficiencies, recommendations, the Corporation’s response, multiple opportunities to correct factual errors or omissions and signal context changes, or new information, unresolved disagreement
• How to prepare before the Special Examination begins, including practical advice, tips, takeaways

Closing Remarks from the Chair