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Ask the Panel
As part of our COVID-19 Advisory Panel and Resources initiative, we invited our GPC community, and those impacted by the COVID-19 crisis, to leverage the information we have available to help. Governance Professionals of Canada have gathered key experts and leaders via our free webcasts on key issues and questions. Thank you to every member who has submitted a question to us so far. Our panel has answered an number of key questions, and we are very excited to share their insight with you.
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Margie Parikh, C.Dir. MBA, CFP, Principal, On Governance Consulting, & Board Director
Margie Parikh, C.Dir. MBA, CFP, Principal, On Governance Consulting, & Board Director
The business, for most (especially those in this category) - continues. It will be affected, but the responsibilities of that corporations are likely, primarily, the same as pre-COVID.
It is a dialogue - management will have a sense for what can be delayed/deferred, where major impacts will be, and, by now, have a sense for what can be done and how, with COVID-restrictions. The board needs to be somewhat flexible in terms of the budget - but still expect a COVID-informed plan/scenario. Management and the board need to have a sense for a range of impacts over the short and medium term (6 months - 3 years).
Margie Parikh, C.Dir. MBA, CFP Principal, On Governance Consulting, & Board Director
It is very important. While there is a need to ensure people are recognized, especially for performance during challenging times, this is very much an ethical and reputational risk issue. Be careful.
Margie Parikh, C.Dir. MBA, CFP , Principal, On Governance Consulting, & Board Director
Currently, we have to balance transparency with information overload, as well as providing some level of consistency with changing demands. Stakeholder communications should consistently focus on the strategic priorities of the organization and how actions currently taken assist with those priorities. That can ensure that even if the actions change, we are anchoring our discussions to relatively stable strategic priorities. When stakeholders understand that you are taking actions to achieve a strategic goal, then the actions can change to achieve the goal without it being perceived negatively. Regarding sounding overly optimistic, that is a value judgement that is harder to navigate. If we say 2% growth, then to one stakeholder that might sound overly optimistic, to another it may sound overly pessimistic and to a third it may sound just right. We cannot control the interpretation of the message, but we can control the scope the message. One mechanism to protect estimates and tone is to provide multiple scenario ranges (e.g. growth may be 0-5% next year, but a likely scenario would be 2%). Reframing a message like this indicates that you have thought about the various factors that can impact this unfolding situation and are attempting to provide clarity. That reframing must start at the top, with the leadership team.
Dr. Nita Chhinzer Associate Professor of Human Resources and Business Consulting,
Department of Management, University of Guelph
I do not think this is COVID-specific. We need this outlook all the time. Stakeholders can feel authenticity. If your organization was not being transparent enough before - or now - it needs to adapt if it wants to have the trust of the stakeholders.
Margie Parikh, C.Dir. MBA, CFP , Principal, On Governance Consulting, & Board Director
The main business should continue, and we still need a mid-range plan. The board needs to be flexible, but should also insist that scenarios are outlined, and implications/mitigations considered
Margie Parikh, C.Dir. MBA, CFP, Principal, On Governance Consulting, & Board Director
Both are important. You cannot let the usual focus slip. However, if you feel that the board was too focused on the minutia, feel free to let that go). In other words, don't neglect the usual/responsible/required level of scrutiny, but, add in a bigger picture/longer term attention to COVID-impacts.
Margie Parikh, C.Dir. MBA, CFP, Principal, On Governance Consulting, & Board Director
The Board need to be aware that there are high levels of volatility in the demand and supply of human resources (employees) based on both internal and external factors. Given this volatility, evaluating short term trends in employment related issues might be on the forefront (e.g sick rate, $ spent on PPE, OH&S advancements). Ask for HR reports with indications as to the causes of the changes. For example, having a high turnover rate due to workers are unable to return to work due to school closures versus workers who didn't return due to concerns that the workplace hasn't provided proper safety training or equipment are 2 different reasons that can explain the high turnover. The Board also needs to know that being unable to return to work due to family needs (caring for a child or someone who is ill) is a protected ground under the family status section of Human Rights legislation. Employers do not need to provide paid time off, but must provide accommodation to the point of undue hardship. Past that point, it may be a situation of frustration of contract or job abandonment. Ask about the plans and assess if they are sound. Engage the HR experts in your Board or management to lead that assessment.
Dr. Nita Chhinzer Associate Professor of Human Resources and Business Consulting,
Department of Management, University of Guelph
Let me give you a set of questions to ask yourself, and your board. These answers will help to shape your strategies on how to move forward:
What are our policies?
What flexibility or what levers do we have to support our people?
What can we add? What is our culture? (For example, we don't want people coming in sick because they are afraid to say so.)
Where are there no redundancies in operations? How can we create that - in advance?
Margie Parikh, C.Dir. MBA, CFP, Principal, On Governance Consulting, & Board Director
In one case, a board mandated special training for the disruptive director so that person could practice better protocol in board meetings.
Steve Mallory President, Directors Global Risk Consulting Inc., Advisor, Benson Kearley IFG
Where's the Chair?
A training can be great - but before that I would say that this is the Chair's job – he or she should have a conversation with the member to understand why they are acting that way (what are their fears, their concerns), and seek to understand what might be driving the inappropriate behaviour, and point out what could/needs to change, with examples.
Margie Parikh, C.Dir. MBA, CFP, Principal, On Governance Consulting, & Board Director
In addition to the comments by my colleagues, from my experience, the agenda order is an interesting mechanism to control distractions. As a best practice, leaving the most contentious or controversial issues to later parts of the agenda ensure that the bulk of the other topics are covered well. Before starting on the more controversial pieces, it is best that the Chair identify that these are controversial and act as a facilitator to keep the topic on track. Suggesting two or more specific parties take their tangential topics offline or discuss it later can help provide them with an outlet from non-core discussions while advancing on the core topic as a group.
Dr. Nita Chhinzer Associate Professor of Human Resources and Business Consulting,
Department of Management, University of Guelph
COVID-19/ Emergency Planning
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Q - What about the health and wellness of employees given this long-term crisis
Dr. Nita Chhinzer Associate Professor of Human Resources and Business Consulting,
Department of Management, University of Guelph
Employment related decisions cannot be based on protected grounds (e.g. a disability) without a bona fide occupational requirement or to the point of undue hardship. So you cannot and should not consider if an employee is on WCB as a factor for employment (positively or negatively). What you are suggesting is that the presence of an illness may prioritize or benefit the employee (therefore have a positive impact), which violates principals of equal treatment. If you are comparing employees who were on furlough or laid off, I do not think WCB employees have priority. You can and should prioritize return to work based on skillset (who has the skills or competencies you need to complete the work), seniority (if you are unionized, this may be in the CBA) and job performance (recall of high performers can help with business recovery).
Dr. Nita Chhinzer Associate Professor of Human Resources and Business Consulting,
Department of Management, University of Guelph
Yes, all workers can be required to wear PPE. This is a very important topic and the Canadian Centre for Occupational Health and Safety has some excellent resources, including what type of PPE can be required and clarity around who is required to pay by jurisdiction. https://www.ccohs.ca/oshanswers/prevention/ppe/ A few things to think about though when it comes to masks.
My recommendation is that employers pay for a limited number of masks (e.g. 1 disposable per day or 3 washable masks per employee), and if an employee wants to purchase a more expensive or higher end model, they can. That way, the minimum threshold is established by the company and they are taking the required ethical steps to protect their employees. Legally, it is implied that the safety equipment is provided by the employer, but that does not always mean the employer pays for it. In Quebec and Saskatchewan, employers are expected to pay within the OH&S framework. In BC, Manitoba, and Yukon, the legislation is prescriptive and should be consulted. In Ontario, PEI, New Brunswick, Nova Scotia and Newfoundland/Labrador, the legislation is unclear.
Dr. Nita Chhinzer Associate Professor of Human Resources and Business Consulting,
Department of Management, University of Guelph
As a cautionary note, there was a retailer who refused to let first responders enter under the same basic premise of reasoning, and the companies were blasted in the media (e.g. https://globalnews.ca/news/6866494/coronavirus-montreal-health-care-workers-targeted/) So be careful.
Dr. Nita Chhinzer Associate Professor of Human Resources and Business Consulting,
Department of Management, University of Guelph
Why does it need to be voluntary? Research shows that those who work from home are overlooked for promotion, have less variety in performance reviews and are selected less for developmental opportunities. So, you do not want to inadvertently create an environment of systemic discrimination.
Dr. Nita Chhinzer Associate Professor of Human Resources and Business Consulting,
Department of Management, University of Guelph
Yes, I would highly recommend having these e-mail requests directed to one person or group. Why? 1. Like I said, consistency is key. 2. This person will likely field requests by other employees who might want to work from home for other reasons. Once you notice the trends, you can get ahead of the request and establish policy. 3. This person can keep track of how many people are asking to work from home. So, you'll know if this option is sustainable or not for the company. 4. They can create an email list for any work from home initiatives or support groups.
Dr. Nita Chhinzer Associate Professor of Human Resources and Business Consulting,
Department of Management, University of Guelph
At this point, the Government of Canada has been clear that there are 3 core requirements to protect people from COVID-19: 1) stay at home if you are ill. 2) maintain a 2-metre physical distance from others and 3) avoid touching your face, mouth, nose or eyes. They have also been clear on advocating for hand hygiene. When a 2-metre distance cannot be maintained, then it is recommended that masks be used (non-surgical in most industries) or adjustments be made to increase barriers between people (e.g. plexiglass shields). PPE might include individual masks, improved access to hand washing stations, sanitizers, shields. Those are relative common PPE requirements. Beyond that, provincial/territorial government are establishing their own sector specific guidelines and releases those as needed. For example, Ontario has very specific guidelines for each sector that can be viewed here: https://www.ontario.ca/page/resources-prevent-covid-19-workplace
Dr. Nita Chhinzer Associate Professor of Human Resources and Business Consulting,
Department of Management, University of Guelph
At this point Board can benefit from parceling out the COVID and non-COVID restriction periods, as they bring vastly different demands. During COVID-19 restrictions, organizations may be focused on business continuity, prioritize health and safety concerns, and pivot business needs to best suit the social demands (rather than profit driven).
As restrictions ease and we return to some level of normalcy, organizations should be focused on business growth, prioritize strategic goals, and focus on core business competencies.
Given that, I think 2 set of plans may be best. One set focused on the COVID-19 restrictions period, until a vaccine is made widely available, which may be 2-3 in the future. One set focused on longer term plans (3+ years), which may require some strategic re-alignments now .
Dr. Nita Chhinzer Associate Professor of Human Resources and Business Consulting,
Department of Management, University of Guelph.
Yes, all workers can be required to wear PPE. This is a very important topic and the Canadian Centre for Occupational Health and Safety has some excellent resources, including what type of PPE can be required and clarity around who is required to pay by jurisdiction. https://www.ccohs.ca/oshanswers/prevention/ppe/
Dr. Nita Chhinzer Associate Professor of Human Resources and Business Consulting,
Department of Management, University of Guelph
Any actions that employers take to modify renumeration must be voluntary. A significant change to an employee’s working hours or compensation may lead to allegations of constructive dismissal if that change was deemed unilateral. However, some companies have been able to change renumeration successfully. Manitoba Hydro offered workers unpaid leave to avoid layoffs. Executives, managers, and engineers committed to taking 3 days off unpaid before presenting that option to the unionized workers. In Vancouver, PNE workers who remain employed agreed to a 20% pay cut. What is critical to note is that the pay cut was voluntary. Employees agreed to it and therefore the decision was not unilaterally imposed. These organizations were able to use management to model the behaviour and share the pain, as well as position the pay cut as the lesser of two evils (all employees lose a small proportion of your pay or some employees lose all of their pay through layoffs). For those who have performance-based compensation, there is little need to make any modifications to the plan. We can predict that total compensation will be lower than initial projections, given that performance is clearly lower than initial projections. For example, the Air Canada CEO Calin Rovinescu is collecting no base salary until June 30 and his total compensation (which is largely performance based) is forecasted to be half of what was expected pre-COVID.
Dr. Nita Chhinzer Associate Professor of Human Resources and Business Consulting,
Department of Management, University of Guelph
For our virtual only AGM, we chose an affordable solution that offered online voting and live polling results as well as online questions, at a very reasonable cost.
We used a third-party vendor called Encore Global (formerly Freeman AV). Encore acted as our AGM Stage Manager. Through Encore, our presenters used a platform called Vidyocloud, each presenter joined remotely from their respective homes, and Members were able to view the live stream through Encore’s own streaming website. (I believe that Encore outsources the actual hosting of the webcast to a company called Video Conference Solutions, however Encore coordinated everything, and they all worked closely together). We had two live streams: one for verified Members who could then vote and ask questions; and a second for Guests/Public where no voting or questions were allowed
The voting platform used was Sli.do, which also can act as the platform for questions, however we used the question function that was included with Encore’s stream. From a back-end administrative perspective, Sli.do was easy to manage and see real-time voting results.
Brigitte Catellier, Vice-President, Corporate Governance, Meridian Credit Union,
Corporate Secretary, Motus Bank
Well, it depends on what you consider affordable. The specialist providers that I’m aware of in Canada are Lumi and Brightside; as far as I know, both support anonymous voting. But if an organization’s budget is smaller, it may have to look at using options that likely won’t have all its desired functions: Zoom, Microsoft Teams, AdobeConnect, GoToWebinar, BigMarker or others.
Shona McGlashan, Vice-President, Governance, Vancity
There are very few options available. The two service providers which have been handling annual meetings for Canadian public companies are Broadridge Financial Solutions and Lumi. Each of them has a range of service offerings and corresponding prices, depending on the size of the meeting and the functionality desired. If an organization uses a third-party transfer agent that provides for on-line voting by proxy, another alternative is to keep the on-line proxy voting open during the meeting while audio broadcasting the proceedings. Another service provider in Canada is Simply Voting – however I do not have any clients that have used their product.
Andrew MacDougall, Partner, Corporate, Osler, Hoskin & Harcourt LLP
The informal conversations are still critical. Use virtual as an opportunity to bring in a speaker that you might not otherwise have - someone from another jurisdiction, or for whom you have no expenses to cover. Then have an informal generative discussion with your board. You can make it a bit more informal by including dinner…. get creative. Send out a menu ahead of time for a local restaurant that delivers or give a skip the dishes/grub hub etc. credit and have a dinner. However, just eating in front of the camera does not work well, and for some reason people are sometimes more self-conscious than when in person. So, structure it with a conversation. Leaving it to free-flow conversation is not ideal. Time the dinner to coincide/follow a presentation or have pre-communicated topic to discuss (with no materials to refer to). In summary – do not lose the opportunity to have informal conversation but remember that virtual informality needs a bit of formality, or structure.
Judy Cotte, LL.M., CEO, ESG Global Advisors
Let people join the meeting 15 min in advance to do socializing. Also consider resending lunch boxes/dinner boxes to peoples’ home so that you can have virtual meal together.
Poonam Puri, Professor of Law, Osgoode Hall Law School
You can add a short social aspect at the end of the board call, but everyone is tired by then. I have heard of some boards adding a cocktail or drink session (or dessert session) in the evening the day before the board meeting. The company can even arrange for delivery of a package to board members prior to the evening, so everyone is sharing the same thing remotely. Generally, I am not seeing the group social interactions – it is instead being replaced by more individual or small group calls/zooms.
Andrew MacDougall, Partner, Corporate, Osler, Hoskin & Harcourt LLP
Our Board has held virtual “dinners” where directors have sat with their own food and chatted over zoom.
Shona McGlashan, Vice-President, Governance, Vancity
Board dinners are more important now than ever, but we need to balance the good that comes from socializing with the need to maintain social distance and to respect the view of all individuals regarding the risk of Covid-19. If at least some of your board is willing to be physically present, you might consider a hybrid approach. I recently conducted a strategy retreat with a client that found this balance. We held the meetings in a room large enough for 60 and had 4 large tables with just 4 people each. While the tables were large enough for 10 people, there was not a full 2 meters space between table participants. Each table also had a screen with 2 virtual team members. The teams of 4 became temporary bubbles throughout the retreat and these teams worked together in all sessions and shared all their meals together. For the official board dinner, we again had 4 tables so the board was in a room together, but people stuck with their bubble. This allowed people to interact without masks in small groups, but still feel comfortable that they maintained some reasonable social distancing. People left the retreat feeling like they had meaningful work and social interaction…while minimizing risk.
Peter Wright, President, The Planning Group