Crown Corporate Governance

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?

• Appreciating the business case for diversity and how it fits within the overall strategic and operational directives of the Crown Corporation
• Considering legal or internal requirements with respect to EDI and accessibility
• Developing strategies to implement EDI standards both within the corporation and at the Board
• Utilizing tools to track and monitor implementation and progress (e.g., engagement surveys)
• Benchmarking best practices for retention and succession planning

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
• 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

In this special roundtable, governance professionals from Crown corporations in Saskatchewan, Alberta, Québec and Ontario will review their unique governance structure, highlighting both advantages and challenges for consideration.

Many Crown corporations collaborate with Indigenous communities and professionals, and many are subject to the duty to consult. Beyond legal obligations, advancing reconciliation requires action: several of the Truth and Reconciliation Commission’s Calls to Action are directly relevant to Crown corporation governance and operations. This panel will explore practical approaches for fostering Indigenous partnerships, increasing representation, and integrating Indigenous knowledge into corporate governance. Topics of discussion will include:

• Developing strategies for increasing Indigenous representation on Crown corporation boards and within senior management
  • Incorporating Indigenous knowledge and perspectives into modern corporate governance practices
• Unpacking the TRC’s Calls to Action and exploring practical strategies to implement the Calls to Action in your Crown corporation
• Understanding the United Nations Declaration on the Rights of Indigenous Peoples (UNDRIP) and what Crown corporations can do to help promote self-determination of Indigenous governments
• Developing best practices for meaningful consultation with Indigenous communities
  • Defining and obtaining free, prior, and informed consent (FPIC) in the context of economic projects
  • Analyzing novel and innovative partnerships between Indigenous communities and Crown corporations

• 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

• 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

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

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?

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
• Bearing in mind that new mandates may arrive annually
• Analyzing whether there is an inherent trade-off between making profit and serving public policy goal
• Considering public misperceptions about the role of Crown corporations in making profit
• Appreciating the role that the private sector has in developing the Crown corporations financial plan

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