16th Annual Conference on Crown Corporate Governance

EXPLORE THE NEW VIRTUAL EXPERIENCE FOR 2021 No Need to Travel. Connect with Your Peers Virtually.

January 19 – 20, 2021

Conveniently scheduled for all Canadian time zones!

Virtual Conference

16th ANNUAL CONFERENCE ON

CROWN CORPORATE GOVERNANCE Practical Strategies for Board Oversight of Government-Owned Entities and Agencies

Hear from 17 federal, provincial, and territorial crowns: Featured speakers from across Canada: Lalit Aggarwal Chair Alcohol and Gaming Commission of Ontario Marg Epp Chair Nunavut Business Credit Corporation Catherine R. Gryba Former Board Member eHealth Saskatchewan

Simon Kamel Vice President, General Counsel, and Corporate Secretary Royal Canadian Mint Teresa Woo-Paw Chair Canadian Race Relations Foundation

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The 2021 program features a completely revamped agenda!

NEW topics include: Caret-right How to navigate financial uncertainty, deliver on your mandate, and oversee risk in the pandemic Caret-right Why and how crowns must seize opportunities induced by the pandemic to stay ahead of the curve Caret-right The most important developments in the law of corporate governance Caret-right Case study of how one board successfully streamlined its information management process Caret-right Governing amid social movements for black and indigenous rights … and more! See inside for more details.

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Crowns boards are facing novel challenges at this unique historical moment.

The sudden onset of the COVID-19 pandemic has created significant financial constraints and amplified risks surrounding business continuity and workforce management. At the same time, social movements like Black Lives Matter and demands for increased diversity are setting new expectations for boards and managers.

The Canadian Institute’s 16th Annual Conference on Crown Corporate Governance returns this year, in a completely interactive virtual format, to help you navigate this complex governance environment, respond to the evolving risk landscape, and stay on top of what is on the horizon for 2021 and beyond.

You will hear from and connect with an outstanding speaker line-up of federal, provincial, and territorial crown corporations and governance advisors.

Key program highlights include: Caret-right Mitigating cyber security risks amid an explosion in remote work Caret-right Building culture and sustaining resiliency among a dispersed workforce Caret-right Governing the “return to normal” and re-imagining what is possible post-COVID

Plus, do not miss other highly anticipated topics including: Caret-right Q&A with a governance expert on best practices for board oversight Caret-right Reconciling ministerial expectations, obligations to the corporation, and public demands Caret-right Improving diversity and inclusion in executive leadership

We hope that you will join us at this one-of-a-kind national forum for an unparalleled learning and networking experience.

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Distinguished Faculty 2021 CONFERENCE CO-CHAIRS:

PROVINCIAL AND TERRITORIAL CROWNS:

Darlene Halwas Board Member Canadian Development Investment Corporation (Toronto, ON)

Lalit Aggarwal Chair Alcohol and Gaming Commission of Ontario (Toronto, ON)

Thomas H. Yeo Counsel Torys LLP (Toronto, ON)

Scott Baldwin Digital CEO DirectorPrep.com Vice Chair, Manitoba Arts Council (Winnipeg, MB)

GOVERNANCE CONSULTANT:

Elizabeth Watson CEO and Founder WATSON Advisors Inc. (Vancouver, BC) FEDERAL CROWNS:

Laurel Broten President and CEO Nova Scotia Business Inc. (Halifax, NS)

Pascale Daigneault Chair Federal Bridge Corporation (Ottawa, ON)

Marg Epp Chair Nunavut Business Credit Corporation (Iqaluit, NU)

Frédéric Duguay General Counsel and Corporate Secretary Canada Infrastructure Bank (Toronto, ON)

Catherine R. Gryba Former Board Member eHealth Saskatchewan (Saskatoon, SK)

Simon Kamel Vice President, General Counsel, and Corporate Secretary Royal Canadian Mint (Ottawa, ON)

Brad Krizan Independent Director, Public Member Alberta Motor Vehicle Industry Council (Calgary, AB)

Alison Lawford Director, Governance & Legal Affairs and Corporate Secretary Defence Construction Canada (Ottawa, ON)

Margie Parikh Lead Director BC Oil and Gas Commission (Victoria, BC)

Leah Gilbert Morris Deputy Secretary and Director, Corporate Secretariat Export Development Canada (Ottawa, ON) Joanne Larocque-Poirier Chief of Staff and Corporate Secretary Canada Council for the Arts (Ottawa, ON) Michelle Taylor Vice President, Legal Services; General Counsel & Corporate Secretary Canadian Commercial Corporation (Ottawa, ON) Teresa Woo-Paw Chair Canadian Race Relations Foundation (Toronto, ON)

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ESTEEMED SPEAKERS:

Melanie Debassige, MBA, ICD.D Board Director and Chair, Governance Committee, Canada Energy Regulator (Calgary, AB) Board Director and Chair, First Nations Committee, Ontario Clean Water Agency (Toronto, ON) Ruth Goba Former Executive Director Black Legal Action Centre (Toronto, ON) Michael R. Whitt, Q.C. Partner Bennett Jones LLP (Calgary, AB)

DAY 1 Tuesday, January 19, 2021 (Eastern Standard Time)

2:00

Navigating Legal Challenges in the Context of the Pandemic

Transitioning into the New Reality of Virtual Meetings: Best Practices for Ensuring Board Effectiveness

MICROPHONE Thomas H. Yeo, Counsel, Torys LLP (Toronto, ON) 12:15

10:30

Opening Remarks from the Conference Co-Chairs MICROPHONE Darlene Halwas, Board Member, Canadian Development Investment Corporation (Toronto, ON)

Thomas H. Yeo, Counsel, Torys LLP (Toronto, ON) 10:45

11:45

INTERACTIVE ROUNDTABLE DISCUSSION

Risk Oversight in a Pandemic: Strategies for Grappling with Financial Uncertainty, Delivering on Your Mandate, and Governing the “Return to Normal” MICROPHONE Lalit Aggarwal, Chair, Alcohol and Gaming Commission of Ontario (Toronto, ON)

Marg Epp, Chair, Nunavut Business Credit Corporation (Iqaluit, NU) Darlene Halwas, Board Member, Canadian Development Investment Corporation (Toronto, ON) Joanne Larocque-Poirier, Chief of Staff and Corporate Secretary, Canada Council for the Arts (Ottawa, ON) This year has confronted crown corporations with unprecedented financial pressures and imperiled their long-term viability. As boards continue to operate in precarious circumstances and prepare for a post-pandemic world, they must rethink enterprise risk management in ways that they did not imagine a year ago.

This session will address how crown boards around the country are navigating these challenging times: • Managing reputational risks resulting from inability to meet your mandate • Overcoming the impact of significant revenue losses in sectors like tourism and transportation • Mitigating the impact of disruption to supply chains in the COVID-19 world

CASE STUDY: IMPROVING BOARD EFFICIENCY

How Export Development Canada Streamlined its Information Management Process Through a “Radical Change Initiative” MICROPHONE Leah Gilbert Morris, Deputy Secretary and Director,

Corporate Secretariat, Export Development Canada (Ottawa, ON)

With extended day-long meetings and thousands of pages of documents to review, corporate boards are constantly overwhelmed with large amounts of often unfocused information.

In 2019, EDC reached a tipping point, recognizing that its board needed concise and actionable briefing materials in order to provide effective oversight. Its “Radical Change Initiative” sought to lighten this information overload, and by the second board meeting following implementation, it decreased the volume of its books by half. This session will explain how EDC achieved this radical transformation through a team of: • Governance analytics and change management specialists • A lawyer advising on legal requirements for management briefs to the board • A writer dissecting how documents were drafted and a specialist on presentations

1:00

1:1 Peer-to-Peer Networking

Make new connections, face-to-face. Troubleshoot top pain points and share breakthrough strategies using an interactive virtual feature that will introduce you to fellow industry leaders for a quick conversation.

LIVE POLLING SESSION

MICROPHONE Scott Baldwin, Digital CEO, DirectorPrep.com; Vice Chair, Manitoba Arts Council (Winnipeg, MB)

Governing in the COVID-19 context has required boards to dive into a virtual space that presents unique challenges from technical, legal, and organizational standpoints. Will the sudden leap into the current practice of virtual meetings be a simple interim measure or set a new norm for the post-pandemic world?

This session will address: • Strategies for navigating this transition • Possible benefits of continued virtual engagement 2:45

How Boards Can Approach Emerging Cyber Governance Challenges: Mitigating Security Risks Amid a Pandemic-Induced Explosion in Virtual Activity MICROPHONE Michael R. Whitt, Q.C., Partner, Bennett Jones LLP (Calgary, AB)

While cybersecurity threats were already significant before the onset of COVID, the mass shift to remote work and virtual meetings magnified concerns further. Risks associated with increased reliance on remote technology have moved cybersecurity to the top of many organizations’ corporate agenda. This session will address: • Vulnerabilities encountered in the sudden move to virtual and lessons learned • Emerging security threats and what is at stake for corporations • Rethinking policies and procedures to mitigate risk • The need for continued vigilance as remote work becomes more normalized after the pandemic 3:30 Break

1:15 Break

• Setting strategy and long-term thinking amid major uncertainty

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4:00

QUESTION & ANSWER SESSION

Best Practices for Governance of Crown Corporations MICROPHONE Elizabeth Watson, CEO and Founder, WATSON Advisors Inc. (Vancouver, BC)

Get an expert opinion on your most pressing governance challenges.

Send us your questions at A.Semanjaku@canadianinstitute.com

by Monday, January 4. Questions that have already been submitted include: • When is it appropriate to abstain instead of voting against a motion in board meetings?

• What constitutes proper use of "in camera" meetings or discussions?

• What are the elements of an effective executive compensation review process?

• How should crowns approach policy board and director reimbursement and per diem?

• What are some of the common pitfalls in onboarding new directors?

5:00

Closing Remarks, Conference Adjourns

DAY 2 Wednesday, January 20, 2021 (Eastern Standard Time) 10:25

Opening Remarks from the Conference Co-Chairs MICROPHONE Darlene Halwas, Board Member, Canadian Development Investment Corporation (Toronto, ON)

Thomas H. Yeo, Counsel, Torys LLP (Toronto, ON) 10:30

CASE STUDIES ON CROWNS’ PERENNIAL CHALLENGE

Strategies for Reconciling Ministerial Expectations, Obligation to the Corporation, and Public Demands MICROPHONE Pascale Daigneault, Chair, Federal Bridge Corporation (Ottawa, ON)

Catherine R. Gryba, Former Board Member, eHealth Saskatchewan (Saskatoon, SK) Alison Lawford, Director, Governance & Legal Affairs and Corporate Secretary, Defence Construction Canada (Ottawa, ON) Crown boards have always been tasked with negotiating pressures from government and the public while acting in the best interest of the entity they oversee – a challenge that is inherent to crowns’ very structure and function. This session will feature case studies on how two federal crowns and a provincial crown have navigated demands that are competing, unclear, or do not match the board’s own views. Topics will include: • Responding to ministers’ letters of expectation that are not well aligned with a crown’s reality and what it is able to deliver • What level of autonomy do and should crowns have from their owner • How do board members manage political influence that conflicts with what they deem to be the best interest of the corporation • What consideration should the board give to public opinion of a crown’s vision and activities 12:00 Break

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12:30

INTERACTIVE ROUNDTABLE DISCUSSION

Governing Amid Social Movements for Black and Indigenous Rights: How Boards Can Take a Stand and Foster Anti-Racism in Organizational Culture MICROPHONE Teresa Woo-Paw, Chair, Canadian Race Relations Foundation (Toronto, ON)

Melanie Debassige, MBA, ICD.D Board Director and Chair, Governance Committee, Canada Energy Regulator (Calgary, AB) Board Director and Chair, First Nations Committee, Ontario Clean Water Agency (Toronto, ON) Ruth Goba, Former Executive Director, Black Legal Action Centre (Toronto, ON) In the past year, movements like Black Lives Matter and growing demands for more equitable social policies have set new expectations for boards and managers. Being governmentowned, crown corporations are especially susceptible to scrutiny over their position on these matters, which have moved to the top of corporate agendas. This session will address challenges and strategies for setting an appropriate tone from the top.

• Educating boards and building capacity to effectively engage with BIPOC issues • Demonstrating commitment to dismantling forces of exclusion • Providing oversight of the crown’s engagement with stakeholder groups and the public at large 1:30

SPOTLIGHT ON DIVERSITY AND INCLUSION

What Crown Boards Can do to Improve Representation in their Executive Leadership MICROPHONE Margie Parikh, Lead Director, BC Oil and Gas Commission (Victoria, BC)

Michelle Taylor, Vice President, Legal Services; General Counsel & Corporate Secretary, Canadian Commercial Corporation (Ottawa, ON) While crown boards have little control over their own composition, they can work to improve representation in the executive suite. With heightened attention to diversity and inclusion, what was previously a topic of discussion has become a focus of discussion for many boards. At the same time, most crowns’ senior leadership still does not reflect the demographics of Canadian society. This session will cover: • Making deliberate efforts to attract diverse candidates • Building awareness at the board level to ensure that members prioritize diversity • Instilling a spirit of inclusion in corporate culture

2:15

1:1 Peer-to-Peer Networking

Make new connections, face-to-face. Troubleshoot top pain points and share breakthrough strategies using an interactive virtual feature that will introduce you to fellow industry leaders for a quick conversation.

2:30 Break 3:00

Adapting to the Changing Nature of Work: How to Build Culture Among a Dispersed Workforce, Sustain Resiliency, and Govern Around Major Health Issues

• Opportunities to merge with or acquire related agencies • Sharing services under reduced costs or broadening the scope of work • How boards can go about revisiting their organizational mission and shape a new strategy 4:30 Break 5:00

How to Meet the Challenge of Green Governance: Balancing Responsible Business Conduct with Your Corporate Objectives MICROPHONE Laurel Broten, President and CEO, Nova Scotia Business Simon Kamel, Vice President, General Counsel, and Corporate Secretary, Royal Canadian Mint (Ottawa, ON)

• Rules and expectations that should be set to effectively manage a remote workforce

Green Governance considerations, which form an integral part of the larger Environmental, Social, and Governance (ESG) framework, continue to evolve in many sectors. Shareholders’ and various stakeholders’ expectations are driving many organizations, including crown corporations, to re-imagine new goals, objectives, and accountabilities aimed at sustainability.

Over time, ESG will likely become a market differentiator for many corporations and a source of value creation leading to process improvements, monitoring, and reporting to address and comply with ethical standards and applicable legislation.

This session will address the pivotal role of board oversight, leadership, and power to drive impact.

• The appropriate level of flexibility in your telework policy and toward employees with family obligations (e.g. caring for children) • Mitigating risk associated with employee health and safety while remote and in the eventual return to the office • Sustaining organizational culture and mitigating mental health challenges • Business continuity and succession planning should key executives fall ill and as retirements are hastened in the combined context of an aging population and the onset of the pandemic • Challenges in onboarding new workers when working remotely

6:00

Closing Remarks, Conference Concludes

3:45

Staying Ahead of the Curve: Why Crowns Must Seize Opportunities Induced by the Pandemic

Our virtual conferences are the same conferences you have come to expect in person but transformed to a virtual format. The new virtual conference delivers the same access to a community of industry leaders we have spent decades building and nurturing. We invite you to be part of this community.

Inc. (Halifax, NS)

MICROPHONE Frédéric Duguay, General Counsel and Corporate

Secretary, Canada Infrastructure Bank (Toronto, ON)

Reimagining the Way We Deliver Conferences

MICROPHONE Brad Krizan, Independent Director, Public Member,

Alberta Motor Vehicle Industry Council (Calgary, AB)

While unexpected financial pressures initially elicited defensive responses from crown corporations struggling to survive the COVID crisis, the current circumstances are also presenting possibilities to imagine new ways of delivering public services.

As organizational change is accelerated, how might crowns reinvent themselves to adapt to the new realities of a postpandemic world? This session will cover:

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All topics presented were very current & topical. Lots of ideas to bring back.

Who Will You Meet?

\ FEDERAL AND PROVINCIAL CROWN CORPORATIONS AND AGENCIES: Chairs

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Directors

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Chief Executive Officers

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Presidents

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Chief Financial Officers

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Chief Operating Officers

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In-House Counsel

General Counsel

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Corporate Secretaries

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The best gathering of crown corporation representatives in Canada each year.

Chief Risk Officers Risk Managers

Chair, FCNB

Compliance Officers

\ PLUS: 

Governance Consultants

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Public Sector Accountants

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Risk Managers and Directors

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Governance Lawyers

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HR Professionals

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Public Relations Firms

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This was my 1st Governance conference & overall I enjoyed the presentations and topics.

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