Helping Canadian boards amid Covid-19 and the challenges ahead

Highlights from last week’s Corporate Secretary Forum – Canada

More than 100 governance professionals gathered online last Thursday for the Corporate Secretary Forum – Canada to discuss how general counsel, corporate secretaries and boards have responded to the Covid-19 pandemic to tackle the challenges it raises, the lessons they have learned – and what that means for governance teams going into 2021.

In the governance world, as elsewhere, the crisis has brought the wellbeing, treatment and importance of people to the fore. This is seen in the intense focus on human capital management as companies both operate remotely and consider returning to the workplace. It is also evident in the spotlight placed on diversity and inclusion.

Boards, working together but online, have been forced to put on their crisis management and business-continuity planning hats. Governance teams have had to prepare for and hold AGMs virtually, often for the first time. And although the S in ESG has received a lot of attention, the E continues to be a major concern for investors and companies, even as they have had to adapt engagement programs.

Click here to access recordings of each of the main sessions.

How can the board be ready for the next crisis? Emerging stronger from Covid-19
The Covid-19 pandemic has tested boards’ ability to fulfill core duties such as overseeing crisis management and business-continuity planning like never before. Our panel of experts discussed the role of boards and governance teams in tackling these duties, the impact of the pandemic and lessons they can draw from their experiences in recent months.

Among other things, they also discussed how boards can look for opportunities during troubled times and how they can progress based on self-assessment of their performance in responding to the crisis.

The speakers were:

Brigitte Catellier, vice president for corporate governance and corporate secretary, Meridian Credit Union and Motus Bank
Amy Freedman, CEO, Kingsdale Advisors
Matthew Langford, corporate counsel, SSR Mining
Ben Maiden, editor-at-large, Corporate Secretary (moderator)

Lessons learned from AGMs and managing the evolution to virtual
One of the most high-profile changes in the governance world during the pandemic has been the switch by many companies – often at short notice – from in-person shareholder meetings to hosting virtual AGMs. Doing so created practical, regulatory and governance-related challenges but also the chance to find new ways of interacting with shareholders.

Our panel discussed their experiences of working with companies on their first virtual AGMs, how they ensured shareholders could fully participate – including using translation services – and how proxy advisory firms and investors have reacted.

The speakers were:

Simon Bryan, managing director for the Americas, Lumi
Cathy Conlon, head of corporate issuer strategy, Broadridge
Carolyn Hadrovic, vice president and corporate secretary, Air Canada
Nizam Hasham, general counsel and assistant corporate secretary, Canadian Pacific Railway
Ben Maiden, editor-at-large, Corporate Secretary (moderator)

Moving forward on ESG: How the pandemic has impacted ESG reporting and engagement
ESG-based investing was expanding before the pandemic and, despite earlier warnings, it has only gained importance in the eyes of investors and companies. For example, a recent study finds that 58 percent of companies on the S&P/TSX Composite Index have published a sustainability report this year – a rise of 10 percentage points on last year.

Our panelists looked at how engagement around ESG issues has changed in recent months, how investors’ expectations and companies’ disclosures around environmental issues are evolving, and how to embed sustainability into every aspect of a business.

The speakers were:

Melanie Adams, vice president and head of corporate governance and responsible investment, RBC Global Asset Management
Kathleen Keller-Hobson, director at Premium Brands Holdings Corporation, CCL Industries and the Greater Toronto Airports Authority
Neil Stewart, director of corporate outreach, SASB
Ben Maiden, editor-at-large, Corporate Secretary (moderator)

Diversity and inclusion: Working with the board and beyond
The disproportionate impact of the Covid-19 pandemic on people of color and the deaths of African Americans including Breonna Taylor and George Floyd at the hands of police officers have shone a renewed spotlight on racial injustice and inequity – and not just in the US.

Our panel of experts discussed some of the barriers to improved diversity and inclusion within companies and what boards, governance professionals and HR leaders can do to help move past them. They also talked about the BlackNorth Initiative and the role of metrics in bringing about change.

The speakers were:

Nita Chhinzer, associate professor of human resources in the department of management at the University of Guelph
Marlon Hylton, chair of the CEO pledge committee at the BlackNorth Initiative and CEO of INNOV-8
Naveen Mehta, chief legal officer, MESH/diversity
Dottie Schindlinger, executive director, Diligent Institute
Ben Maiden, editor-at-large, Corporate Secretary (moderator)

People power: Prioritizing the new focus on human capital
The pandemic has forced companies to pay more attention to human capital management than ever before. The priorities started with employees’ health and safety, but also include talent management, retention, succession planning and diversity and inclusion.

Our speakers looked at how companies can approach human capital management from a risk perspective, how board oversight of such risks has changed since the pandemic began and how companies can approach external communications on human capital issues. They also looked at the opportunities that can arise in the human capital field and boards’ thinking about companies’ impact on communities.

The speakers were: