5^th Annual CROWN CORPORATION GOVERNANCE

Conference held in Ottawa on November 15, 16 & 17, 2006
Chairs: Lynda C.E. Tanaka, Ontario Racing Commission, Susan Mogensen, International Polivy Governance Association, John T. Dinner, Board Governance Services, and Mark Benton, Legal Services Society

CD-ROM: Over 9 hours of video presentations.

To purchase, please contact Federated Press.

CROWN CORPORATION BEST PRACTICES

Policy changes affecting crown corporation governance
Carrie Hunter, Treasury Board of Canada Secretariat

• The impact of the proposed federal accountability act on crown corporations
• Implementing the review of the governance framework
• Reinforcing transparency and accountability in your organization through clear understanding of directors roles and responsibilities
• Governance best practices regarding governance examples from some of the best-run corporations in Canada

"Not all crown corporation perceived themselves as part of government and appointments were perceived as slow, non transparent and political."

Video: 35 minutes • 18 Overheads

Assessing your board’s performance: The challenges of effective board evaluation
Alan Curleigh, Canadian Commercial Corporation

• Assessing the board committee structure; importance of the committee to the effectiveness of the structure
• Clarifying the committees terms of reference, with all committees working in a complimentary fashion with good chairs
• Why bother evaluating the boards?
• Leading practices for effective evaluation processes and implementation

"There must be an effective orientation program for all new directors, as well as an on-going training program in order for directors to be able to do a decent job."

Video: 35 minutes

Board ethics: Can we raise the bar without losing the field
Lynda Tanaka, Ontario Racing Commission

• How does the imposition of codes of conduct influence recruitment of appropriate board members
• Unintended consequences of increasing accountability; how will it impact on your pool of candidates
• Which candidates will be affected most and is that the group you really want to get into your board?
• How does that consequence impact, if it does, what you should do or put into the codes?

"In addition to regulatory responsibilities, the government has a program called slots at racetracks and a tax reduction act."

Video: 39 minutes • Paper (14 pages, 2618 words)

Identifying principle risks & ensuring effective risk controls & internal auditing
Roger Luron, SaskTel

• The objectives of enterprise-wide risk management
• The proactive risk oversight role of the board
• The role of executive management in relation to risk
• Assessing the company’s internal controls

"A continuous systematic approach is required because activities and situations are constantly changing and we are required to adapt in order to take evolving risks into consideration."

Video: 38 minutes • 21 Overheads

BOARD ASSESSMENT & RENEWAL

Successful governance practices: Lessons for non-profit boards
Susan Dallhoff, Strategic Leverage Partners Inc.

• What is the context in which Canadian crown and non-profit organizations are working and what are the implications for board governance?
• What is the current state of crown and other non-profit board governance in Canada?
• Successful board governance practices used by diverse Canadian crown and other non-profit organizations
• Determining how best to measure the accountability of non-profit boards

"The issues shown are governance versus fundraising, governance versus management, board member as volunteers and board appointment; who do you represent at the table?"

Video: 31 minutes • 12 Overheads

Case study: The role of the board in getting the Laurentian Pilotage Authority off the verge of virtual bankruptcy
Rejean Lanteigne, Laurentian Pilotage Authority

• Balancing financial and public policy objectives
• Fostering leadership and direction between board and management
• Working with the new minister and the government to turn around corporate finances
• Defining responsibilities with respect to accountability, on-going monitoring and performance reporting

"The arbitrators don’t care about the agency, and the agencies don’t care about the arbitrators, they don’t have the public interest in mind, so they don’t allow us to do very much."

Video: 43 minutes • 19 Overheads

Maximizing accountability without curtailing the freedom to Excel
Susan Mogensen, International Policy Governance Association

• Implementing a practical principle-based governance strategy
• Establishing innovative standards in maximizing accountability
• Encouraging operational capacity and the freedom to achieve results
• Motivating towards improved accountability

"We are not downplaying the legal or ethical obligations, but as far as accountability is concerned, we must first decide who the stakeholders/owners are, even if they don’t know they are owners."

Video: 36 minutes • Paper (2 pages, 730 words)

BOARD & MANAGEMENT RELATIONS

Strategies for developing effective board management relations
John A. Borody, Addictions Foundation of Manitoba

• Strategies for building relationships between board and management
• Optimizing the chair/CEO relationship; defining roles, responsibilities and goals
• Developing job descriptions; board, CEO, chair
• Defining mutual expectations

"If you are looking at the governance principles, focus on the important issues, providing effective leadership, clarifying the relationship between the executives and the board and monitoring."

Video: 36 minutes • 30 Overheads

Building effective stakeholder partnership and balancing interest
Helen Burstyn, Ontario Trillium Foundation

• Deferral of capital gain by vendor

• Deductibility of costs of competing takeover bids

• Tax cost of assets and structure for the bump

• Tax planning for foreign purchasers

• Capital gains reduction through safe income distributions

• Change of control implications and employee stock options

"Gu"

Video: 50 minutes • 14 Overheads • Paper (21 pages, 3434 words)

Recruiting and selecting directors: Criteria & processes for crowns vs. the private sector – A Canada Port Authority perspective
Al Soppitt, Saint John Port Authority

• The CPA board structure
• The selection process
• Roles of governance committee and nomination committee
• Guidelines for conflicts of interest

"The Nominating Committee shall be comprised of four members, one from each class of user. The chief executive officer of the Authority is not a member of the Nominating Committee, however, the chief executive officer or such other person who may be designated by the Board in the absence of the chief executive officer will provide administrative support to the Nominating Committee and the nomination process."

Video: 28 minutes • 21 Overheads

The evolving role of crowns in CEO selection and director recruitment
John T. Dinner, Board Governance Services

• The establishment of a nomination committee
• The role of the nomination committee
• Board and CEO profiles
• Specific skills and knowledge of a director

"When you think about the right people for your governance team, they should possess varied skills and experiences, be appropriately motivated, share common values and be engaged."

Video: 42 minutes • 27 Overheads

RISK MANAGEMENT, REPORTING & ACCOUNTABILITY

Sustaining board independence and leadership
Mark Benton and Bruce Hardy, Legal Services Society

• What are the seven elements
• The need for accountability, public support and key stakeholder interest
• Maintaining dynamic effective board leadership
• Maintain commitment to the development of the board and its individual members

"The board debated long and hard, we knew that by refusing to put cuts into place, we knew that with a new board in place, they were likely to do whatever they wanted at the beginning."

Video: 19 minutes • 33 Overheads

Social responsibility and accountability on outcome measures
Watson Gale, Canadian Blood Services

• Introducing best practices in crown corporation governance to support public and stakeholder confidence
• Balancing profitability and corporate social responsibility
• Keeping the public informed
• Making decisions, providing leadership and ensuring action

"Legally speaking, the board to directors is accountable to structure, but our accountability is to the recipients of the blood products, they are the ones who bare the risk of what we do."

Video: 25 minutes • 13 Overheads

Openness & interaction with the public: A key to effective governance
Marcel Beaudry, National Capital Commission

• Balancing national perspectives with those of local concerns
• Ensuring that public opinion is gathered and incorporated into its decision making process
• Establishing openness and a solid consultation process to allow clear and timely public interaction
• Ensuring ongoing support for NCC programs through awareness and appreciation of its efforts and accomplishments

"For open meetings to be successful, it is essential to foster a structured but respectful atmosphere. This includes establishing a clear structure and format, providing opportunity for dialogue, using a skilled moderator and ensuring follow-up."

Video: 26 minutes • 23 Overheads

Orientation strategies for new board members
Lisa Raitt, Toronto Port Authority

• Materials and interaction involved with the Toronto Port Authority
• Tips and traps involved in orienting new board members
• Strategies for simultaneously orienting multiple new directors
• Interaction between chairs and management and board members

"If you are in a management position, you are probably too close to the details. You have to go back up to understand the difficulties of orientating new directors, and don’t bury yourself in paper."

Video: 17 minutes

Agricorp case study: Challenges in developing a comprehensive framework for managing risk
Randy Jackiw, Liam McCreery, and Rolly Stroeter, Agricorp

• Identifying risk and establishing priorities and strategies to mitigate them
• Establishing policies and procedures to ensure that risks are mitigated
• Implementing an integrated approach with internal and other audit, quality and compliance functions
• The evolving role of the audit and finance committee

"The most important factor outside of the mechanistic things we’ve done is the culture of your organization. At the end of the day, the majority of things done are at the level where people observe and just say that something looks wrong."

Video: 38 minutes • 30 Overheads