Opening Remarks and Introduction

Lynn Beauregard, President, GPC;   Dottie Schindlinger, Executive Director of the Diligent Institute, Diligent.

Enterprise Risk and Crisis Management

Resiliency is born out of careful and calculated scenario planning, regular reviews, risk tolerance assessments, and contingency plans. This session offers insight on how these are deployed, and answers questions such as what is the role that Boards need to play in risk assessment and crisis management? How to use the role of the Governance Professional as the hub for risk and crisis management?

Moderator: Geoffrey Creighton, Chief Executive Officer, In-House Counsel Worldwide and EGA Judges Panel Chair

Panel: Nancy Hopkins, Chair, Governance and Nominating Committee and Chair, Building Committee, Arthritis Society; Suzanne Gouin, Board Chair, Canada Revenue Agency; Dottie Schindlinger, Executive Director of the Diligent Institute, Diligent. 

Resources:

• CRA Risk and Control Dashboard

Strategic Planning, Oversight and Value Creation by the Board

The role of the board in value creation and strategic oversight is elemental, so is the board's role in setting standards for a value creation process and leading management to develop an optimal value creation plan. This session offers insights on how three organizations have leveraged strategic planning to set their Boards and organizations for success.

Moderator: Matt Fullbrook, Manager, David & Sharon Johnston Centre for Corporate Governance Innovation

Panel: Todd Winterhalt, SVP Communications & Corporate Strategy, Export Development Canada; Diane Pettie, Chair of Governance and Conduct Review Committee, ATB Financial; Kelli Littlechilds, CEO, Alberta School Employee Benefit Plan

Resources:

• Gender Diversity in the Boardroom: Progress in a Tumultuous Year
• What Directors Think - directors' survey on a wide array of ESG-related issues
• Impossible Until It's Done: Corporate Board Diversity & Refreshment Practices
• Director Confidence Index: January and February both dealt with ESG and risk-related questions
• Stakeholder Capitalism: Translating Corporate Purpose into Board Practice

Additional Audience Questions:

1. With the significant increase in meeting frequency, how did you balance the additional time commitments of preparing formal agenda, preparing materials/presentations, Board briefing packs, formal meeting minutes, etc? Or did some of those additional/interim meetings take a more informal/update form?

• Diane: In my answers during the panel discussion, I mentioned that we had approved the Business Plan (which was Year One in our Ten-Year Strategy) at our regularly scheduled February quarterly Board meeting, and that we had a Special Meeting in April (which was formal with an Agenda and was held via Google Meets) to review the Business Plan in view of the effects of the pandemic. We had no other special formal meetings in 2020 but did have all our regular quarterly meetings and our fall Strategic Planning Retreat. The Board Members received daily reports on key metrics on weekdays during April and every three days in May and June, going to weekly reports by the end of June. These reports were reviewed to monitor the effects of the pandemic on ATB’s Business Plan – which showed the Board that the plan was working. If the reports had disclosed areas of concern, another special meeting would have been scheduled. There were also frequent oral briefings between the Board Chair and the CEO, and between each of them and the Minister and Deputy Minister, respectively. I recall that Todd said that his organization had 18 meetings.

• Todd:  EDC’s Board met much more frequently over 2020 as a result of the heightened demands of the pandemic on the Board and the organization. As an example, EDC’s Board held sixteen Board and Committee meetings in the first ten weeks of the pandemic (March-May) – a 180% increase above our usual schedule for that period.

• A short, standardized agenda was adopted to reduce the agenda development cycle and ensure the Board received routine updates on material items;

• Materials were delivered to the Board on a shorter timeframe (1-2 days instead of 7);
• Materials were not held to formal templates/memos; presentation decks/visuals were encouraged to reduce drafting & prep time;
• Board meeting attendance was limited to key Executive participants on an as needed basis in order to reduce time demands on the management team.

2. Did you feel you had the right board composition to deal with the pandemic? Going forward, would you advise/consider a different mix of skills and aptitudes on the board?

• Diane: Yes, in 2020 the skills and experience of the existing board members provided the Board with the means to deal with the pandemic. Every year, ATB Financial updates the Board Skills Matrix to ensure that we have the right mix of skills and experience on the Board and to identify any gaps that we may need for our Board work and strategy. When new Board Members are recruited, the Skills Matrix assists us to find candidates with optimal aptitudes to join the Board. Directors are appointed by Order in Council of the Lieutenant Governor in Council of Alberta, on recommendation from the Board and from the Minister.

• Todd: Yes, EDC had the right Board composition to successfully navigate the pandemic. EDC’s Board is composed of seasoned professionals in the fields of business, finance, banking, insurance, human resources, technology, corporate strategy and risk management. Our Board members drew on their deep industry knowledge and extensive industry networks to provide oversight and support the Executive management team throughout the pandemic.

3. Is it a good practice to include the stakeholders (e.g., shareholders, members) in the strategy planning process to get their insights? If so, to what extent? Does anyone of these three organizations have experience including the stakeholders in the process?

• Diane: Responsibility for the strategic planning process is shared by Management and the Board, within the current business environment. Considering the impact on stakeholders is an important part of the environmental scan. I have not seen stakeholders being invited to the Board’s strategic planning meetings but would note that ATB Financial has a yearly strategy meeting with the Minister of Finance to discuss the strategy and obtain feedback, and regular communication between the Board Chair and Minister. There is also a Voice of the Customer process to ensure customer feedback is listened to and acted upon, as appropriate, and regular surveys of team members to obtain their feedback.

• Todd: We know that having multiple perspectives to solving a problem often leads to a better result. Engaging stakeholders to provide insights into your strategic problem and how to solve it, will also likely result in a better strategy.

  Insights from key stakeholders – i.e. those that have a vested interest in the success of EDC (customers, shareholder, employees, delivery partners, etc.) and have firsthand knowledge on what it takes to be successful – are especially valuable in the early stages of the planning process. They have helped us understand their needs, the operating environment, and how EDC can deliver greater impact.

  We engaged stakeholders through multiple channels including, as examples, external research, surveys, direct consultations and test labs.

4. Is an external facilitator always necessary for strategic planning?

• Diane: An external facilitator is not necessary for strategic planning; however, it is helpful to have someone other than Board Members and senior Management facilitate so that these people can participate fully. It is helpful, if you do not have internal capability to run a planning session, to bring in external experts to brief or educate the Board and Management on a relevant topic to support the planning process, or to talk about certain aspects of a plan or the external environmental scan.

• Todd: In our experience, having a mix of both external and internal facilitators provides a good balance between outside-in and inside-out reflection when tackling strategic issues and planning.

  It has served us well to know when to leverage an external facilitator when a more objective or neutral lens is necessary to tackle difficult issues, and when to leverage an internal facilitator when in-house expertise and knowledge is better suited to advance the discussion.

Diversity and Inclusion

D&I is a series of steps along a journey that sets out measurable objectives, reports, talent succession practices, competency, and skills assessments, instigating an organizational culture of inclusion, and more. This session looks at some practical steps taken in organizations, who take Diversity and Inclusion very seriously, and want to move the dial on their practices.

Moderator: Elizabeth Watson, CEO and Founder, WATSON Advisors Inc.

Panel: Linda Seymour, Group General Manager, President and CEO, HSBC Bank Canada; Wendy Kei, Board Chair, Ontario Power Generation; Anna Tudela, Board Member and Independent Consultant

Resources:

• Global Diversity & Inclusion Benchmarks: Standards for Organizations Around the World
  
• WATSON Thought Leadership article: “The Inclusive Boardroom”

Additional Audience Questions:

1. Have you been able to demonstrate bottom line results derived from a diverse board and management team?

• Wendy: Diversity at the board and management level fosters innovation and creative thinking, which leads to improvements to the bottom line.
• Anna: Yes, women are better managing budgets, taking care of equipment and respecting warning signs just to give you a few examples. Women on Boards are also more prompt to ask questions and start the dialogue.

2. Can you please speak in more details how you started developing your targets and metrics? Did you have a focused task force or?

• Wendy: OPG chose metrics that were established by the Global Centre for Diversity and Inclusion. It is important that the entire board is involved in making this decision to ensure buy-in.
• Anna: I used as guidance the Global Diversity and Inclusion Benchmark guideline to create metrics that worked for our industry and company.

3. Same idea - what standard should the Board be aiming for, e.g. diversity that mirrors local populations, stakeholders, etc.?

• Wendy: For OPG it is the population or communities that we operate in.
• Anna: A range of cultural/ethnic awareness of the countries/areas where you operate. Look for what you are missing on your board to promote inclusion.

4. Do you think we should have legislation requiring 50% women?

• Anna: I believe that is where the OSC is going.

6. Our board is doing well from the gender perspective, but it is harder to move the dial with the focused inclusion of race and indigenous. Any advice?

• Wendy: Ask recruiters to provide more candidates or ask recruiters to work with the 30% Club or Black North Initiates for equity seeking candidates.
• Anna: Again, the tone has to come from the top. Educate on cultural awareness (IDI Harvard) or more UBT and reinforce learnings with self-development goals that will be reviewed once a year during performance evaluation process.

7. Recently a female CEO said that “Complex, generational issues are never effectively solved through singular solutions. The enthusiasm to make things better by applying quotas at the most senior levels of organizations is a quick fix working the wrong end of the pipeline". What are your thoughts?

• Anna: I am personally against of quotas. I like targets. I don’t want to be a checkmark on a checklist, I want to bring value to the boards I serve on.

8. Is the need for achieving diversity leading to an increase in the size of your board?

• Wendy: This depends on the size of your board and if you have the skills needed to align with your strategy corporate objectives. You need to look ahead to determine if your board is the right board in the next 3 to 5 years or Board 2.0.
• Anna: Sometimes it does others it replaces board members that should’ve retired many years ago. Boards that have adopted either a term limit or age limit (or both) policies are doing better as it is very difficult to tell a long-time board member, he/she is no longer needed.

9. What actions has your organization taken to ensure that your work environment is a safe, accepting, and inclusive space for the LGBTQ community?

• Anna: Lots of education and tone at the top.

10. How do you address retention (as opposed to pipeline)? What do you watch for in turnover for Board and staff?

• Wendy: We absolutely watch for turnover at the staff and board level. I spend a lot of time having virtual coffees with the board, the executive team and management to gage retention issues.
• Anna: Implement exit interviews.

ESG and Sustainability Governance

Organizations that demonstrate effective ESG oversight and practices, are likelier to thrive, especially in the time of COVID and other systemic challenges. Many boards and organizations still struggle to enhance their competency in this area. This session showcases emerging trends and practices that support Board processes, and that instill and support an ESG culture across the organization.

Moderator: Sylvia Groves, President, Governance Studio

Panel: Janet Taylor, Corporate Secretary and Coach, Libro Credit Union; Simon Fish, Special Advisor to the CEO on Sustainability, BMO Financial Group; Judy Cotte, CEO, ESG Global Advisors Inc.

Resources:

• ESG and Sustainability Governance (Libro Credit Union)

Additional Audience Questions:

1. Can government organizations be lean and B-corp certified? who manages these certifications?

• Janet: B-Lab is the organization that manages B Corp certification. They have extensive information on their website at https://bcorporation.net/about-b-lab. There are many organizations to choose from when considering adopting Lean practices. Libro has chosen to use the assessment criteria set out by the Association for Manufacturing Excellence. The assessment tool is available on their website: https://www.ame.org/lean-sensei.

2. How are your companies dealing the problem of executive compensation and the social inequality it creates?

• Janet: Libro is a Living Wage employer, paying at or above the highest living wage rate in our marketplace. Our compensation philosophy is centred on bringing value to our Owners [customers], and being fair, equitable, competitive, transparent and sustainable. Annual market surveys are conducted by third-party compensation consultants to consider external equity in the salary structure. At Libro, the CEO salary is 6.3 times the average employee salary, which is significantly below the national average of 202 times the average employee salary. Libro is open about its compensation philosophy, and the Board has oversight of compensation through its People and Culture Committee.

3. For Janet re: BCorp certification: which third party standard do you apply to your reporting? Also, what quantifiable metrics can you point to that show increased value of the business itself? And finally, do you see challenges for directors in meeting the broader standard of fiduciary duties (inclusive of all stakeholders, not just shareholders)?

• Janet: Libro uses B-Lab assessment to determine our certification as a B Corp. Since first becoming a B Corp in 2018 we have been working towards an impact measurement tool which will allow us to qualitatively and quantitatively evaluate the impact of our organization.

As a credit union, we are well positioned to have our directors meet broader standards of fiduciary duty to stakeholders. Co-operative principles and the credit union business model are aligned with this movement. When reviewing proposed changes to bylaws to formalize this inclusive standard we saw no change in how we conduct business but rather a formal and public statement of how we have been doing business all along.

4. The Dey-Kaplan report elevated the role of the board in oversight of the company's stakeholder relationships. Can you comment on how the board might have oversight of the company's stakeholder relationships and why that might be important in creating / protecting long-term value?

• Janet: The Board can improve its oversight of stakeholder relationships by:

1. Being involved in defining stakeholder groups.

2. Requiring periodic updates on market trends within those stakeholder groups.

3. Requesting information on stakeholder impact in management reporting and proposals.

As a B Corp, Libro is committed to considering stakeholders in its decision making. We believe that we are successful when our stakeholders are successful. It is through this mutually beneficial relationship that value is created.

Innovation and Resilience in Governance

This category showcases three organizations that have demonstrated unique approaches as well as innovative and resilient practices in corporate governance overall. These have not only have made them stand out, but has added value to their organizations, their stakeholders, and their ability to thrive in these unprecedented times and events.

Moderator: Gigi Dawe, Director, Corporate Oversight & Governance, CPA Canada

Panel: Trish Barbato, President & CEO, Arthritis Society; Maureen Reid, Co-chair, Advancement Committee and Past-Chair of the Board of Governors, Halifax Grammar School; Colleen Ouellette, Board Secretary, Canada Revenue Agency