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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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Board Advice
- Q- In future, how do you influence government board appointments to get the skills you need around the board table?
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The process will be mandated by the government, which will be different for the federal and provincial governments. Typically Chair or ED will liaise and get instructions, but Gov't officials should be open to the requirement. Use a "Skills Matrix", demonstrate why the skill is required. If a search firm is utilized, specify the search requirements. Ultimately and usually, it will be Gov't final call and may not be exactly as required.
Steve Mallory President, Directors Global Risk Consulting Inc., Advisor, Benson Kearley IFG
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I would agree with Steve Mallory. Even though the government makes the final call, it is incumbent on the board to be clear on what their needs are, and, if possible and appropriate, provide some actual names.
Margie Parikh, C.Dir. MBA, CFP, Principal, On Governance Consulting, & Board Director
- Q - Do you recommend continuing with onboarding new directors, given the time of year and the succession of board chairs?
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Onboarding new directors should continue for 2 primary reasons. 1. It is important to minimize vacancies as this may cause significant and problematic gaps in competencies (e.g. finance, law, HR etc). 2. New talent brings new perspectives. You need a full suite of experience levels, expertise, and perspectives to help forecast for and respond to environmental uncertainty.
Dr. Nita Chhinzer Associate Professor of Human Resources and Business Consulting,
Department of Management, University of Guelph
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YES! If the question is - should we retire and/or bring on new directors as scheduled, that's a different story. There is some wisdom in creating a bit of stability now - perhaps extending the term of a departing director and delaying recruitment of a new one. Not only are you taking advantage of the existing experience/wisdom, you could be deferring onboarding resources - time and money - when there are pandemic-related issues overshadowing the business. However, if you are bringing on a new person - it is essential that they be given a proper onboarding - there are many creative ways to do that. In my opinion, it would be irresponsible not to onboard someone in a timely manner.
Margie Parikh, C.Dir. MBA, CFP, Principal, On Governance Consulting, & Board Director
- Q - For Boards that have a legislated responsibility to produce a corporate business plan each year, what approach do you recommend for discussing priorities with Board and management given there are so many unknowns for the future of work and service to Canadians?
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At this point, the 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 two 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 years 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
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
- Q - Should board priorities change during a crisis like the one we are facing today? If so, How?
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Board priorities may change in the short term to focus on the large issues that outside of the organizations control (e.g. operations restrictions). In the short term, there needs to be more flexibility for the changing environment, and a greater concern for and assessment of CEO or Top Management Teams role in monitoring and responding to these changes. Ensuring accountability and responsiveness may be more critical now than every before.
Dr. Nita Chhinzer Associate Professor of Human Resources and Business Consulting,
Department of Management, University of Guelph
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The board should still be overseers, but also be available to help (offer)/ provide good questions/ideas. The Board needs more frequent touch points - not material-heavy ones, but they need to be monitoring the impact of and response to the crisis.
Margie Parikh, C.Dir. MBA, CFP Principal, On Governance Consulting, & Board Director
Q - How important is it for the board to monitor how management is changing employee renumeration?
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Changes to compensation are under greater scrutiny during times of organizational decline. Decisions about changes need to be fair, ethical, financially sound, and legally defensible. Explanations for the changes need to be provided and the Board is in a powerful position to ask for this type of justifications and promote consistent application of criteria/decision rules.
Dr. Nita Chhinzer Associate Professor of Human Resources and Business Consulting,
Department of Management, University of GuelphIt 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
Q - Leadership is key right now: How can the Board ensure consistent, not overly optimistic & transparent communication to stakeholders?
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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 GuelphI 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
Q - What form should a business plan take in this unique year (e.g. just focus on in-year commitments previously set and business resumption and recovery)? What advice do you have for Boards and Chairs is leading these discussions in delicate times, so the Board can add-value and not create additional work?
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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
Q - During this time should boards still be focusing on the usual monthly financial review/process during board meetings or be changing their focus completely to the impacts of COVID-19? Some boards are continuing with the status quo and focusing on the minutia of board and committee reports.
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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
Q - It is quite clear that things will get worse before they get better. What does the board need to know as its own employees are getting sick and need to care for their family; and its customers have to shut down its operations for a period of time?
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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 GuelphLet 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
- Q - One worry is unexpected or even inappropriate questions from members that could take over the agenda. Is there a way to encourage engagement but control distractions?
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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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Crisis Management
Q - What about the health and wellness of employees given this long-term crisis
- Employee health and wellness has taken centre stage in this pandemic. In Canada, there is a shared responsibility approach to workplace wellness. 1) The company has the responsibility for taking every reasonable precaution to ensure worker wellbeing (note: the keyword here is reasonable, which is very subjective). This is called the due diligence requirement. Operationally, this means that the company needs to file government reports. mandate PPE, maintain records, ensure safety rules are followed, post notices, and abide by legislated minimums. 2) The employee also has responsibilities for workplace safety, including wearing PPE, abiding by the rules, and reporting safety concerns. In medium to large sized employers, legislation mandates that there must be a Joint Health and Safety Committee (JHSC) to help bridge employer and employer responsibility for safety, with employee and employer representatives. Ensure that your organization has a JHSC that is operational and invite them to share their reports with the Board if needed. 3). The direct supervisor has a specific obligation to ensure that workers comply with occupational health and safety standards in the workplace. They must be able to advise and instruct workers about their safety, and ensure reasonable precautions are taken to provide a safe workplace with a focus on minimizing risk of illness or injury. As a Board, we should hold organizational leaders accountable for ensuring that the JHSC is functional and effective. We should also hold leaders accountable for ensuring supervisor training, communication and resources are available to help protect our workers.
Dr. Nita Chhinzer Associate Professor of Human Resources and Business Consulting,
Department of Management, University of Guelph
Human Resources
- Q - Do WCB recipients have return to work priority?
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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
- Q - Can front-line workers, such as grocery clerks, be required to wear PPE?
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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.
- If you mandate masks be used on premise, you need to be clear about what you would consider a minimally acceptable mask and how to use them (a simple print out like the one provided in the links is ok). Are cloth masks ok? Are surgical? Must they be N95? Most organizations outside of healthcare, first responders etc are allowing cloth masks. This link helps. https://www.cdc.gov/coronavirus/2019-ncov/downloads/DIY-cloth-face-covering-instructions.pdf Additionally, this is a good link to help you understand the difference between surgical and N95 masks from the CDC (https://www.cdc.gov/niosh/npptl/pdfs/UnderstandDifferenceInfographic-508.pdf).
- Once you mandate masks, you need a procedure for what you will do if and when an employee fails to wear the required mask. It is helpful to think of the construction industry, which has proven procedures for PPE. If an employee comes to work without a hard hat or steel toed boots (if mandated), then they can be sent home without pay since they failed to come to work with the mandated PPE or offered a spare pair (if the employer makes this available). It's your choice which of the 2 options you take, but you need to keep records of who was sent home (to update payroll, to organize an alternative employee, and to escalate penalties for repeated violations). Moreover, you have to be consistent with what you do when employees come without PPE.
Dr. Nita Chhinzer Associate Professor of Human Resources and Business Consulting, "
Department of Management, University of Guelph
- If you mandate masks be used on premise, you need to be clear about what you would consider a minimally acceptable mask and how to use them (a simple print out like the one provided in the links is ok). Are cloth masks ok? Are surgical? Must they be N95? Most organizations outside of healthcare, first responders etc are allowing cloth masks. This link helps. https://www.cdc.gov/coronavirus/2019-ncov/downloads/DIY-cloth-face-covering-instructions.pdf Additionally, this is a good link to help you understand the difference between surgical and N95 masks from the CDC (https://www.cdc.gov/niosh/npptl/pdfs/UnderstandDifferenceInfographic-508.pdf).
- Q - Who is responsible for providing and paying for the PPE?
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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
- Q - If we decide to go back, can we have it in our policy that team members who have family living with them working in high risk jobs (healthcare, elderly care facilities etc) to continue to work from home?
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However, you are overstepping here a bit. Please proceed with caution. What you are suggesting is modifying the terms of employment not due to the employee’s own health, but due to the nature of work of someone in their family/residence. From a risk perspective, your guideline is not based on actual illness, just your perception of probability to get sick, which is multiple steps removed. A person might have the potential to get sick IF they are exposed to someone sick. You are suggesting that the family member has a likelihood to get sick from someone at their workplace, then your employee has a likelihood to get sick from the person they live with. I am afraid that that might be ethically and legally viewed as an overreach. Also, I have not heard of a single company doing this, so there is little precedent here.
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
- Q - What can we do in terms of mandating or recommending working from home for our employees?
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I suggest you don't mandate work from home (WFH), but rather "strongly recommend" that anyone who resides with a person who is likely to come into contact with any individuals who are Covid-19 positive consider working remotely as much as possible (up to 100%)." You need to develop and communicate a procedure for identification (e.g. state "if you would like to work from home, please contact Jane doe through email at jane.doe@xyz.com by a set date"). Have Jane Doe responsible for looking into emails and responding in a consistent manner. For example, if someone is living with a police officer and they can work from home in one department, then it should apply consistently throughout. This must be voluntary though. Through offering the "strong recommendation" and trigger the person to contact someone to request it, then you can show that it was voluntary.
Dr. Nita Chhinzer Associate Professor of Human Resources and Business Consulting,
Department of Management, University of Guelph
- Q - Why do work from home recommendations need to be mandatory?
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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
- Q - Should there be centralized responsibility for any work from home e-mail requests with one person or group, and why?
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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 - Q - PPE (personal protective equipment) considerations: what will be mandatory? Recommendations?
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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
Q - Should all multi-year priorities previously approved be revisited in this post-COVID lens? Or is it too early?
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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. - Q - Can front-line workers, such as grocery clerks, be required to wear PPE?
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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 - Q - Are employer entitled to modify renumeration for Covid-19 related reasons?
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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
Virtual AGMs
Q - We are looking to convene a virtual or hybrid AGM in Q4 2020 and require an affordable solution that provides for anonymous voting. Looking for suggestions for affordable providers or alternate options that support anonymous voting (e.g., election of directors, and public accountant)?
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 BankWell, 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
Official Partner of GPC 
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