17th Annual Crown Corporate Governance - DS by C5Group

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January 18–19, 2022 (EST) | Virtual Conference

17th ANNUAL

CROWN CORPORATE GOVERNANCE Practical Strategies for Sound Governance for Crowns and the Public Sector

Conference Co-Chairs

Benchmark with:

Carlton D. Mathias Vice President Law, ESG and Corporate Secretary Ontario Power Generation Inc.

Serge Bijimine Assistant Deputy Minister Transport Canada

Thomas H. Yeo Partner Torys LLP

Diana Birkett Rakow Vice President, Public Affairs & Sustainability Alaska Airlines Inc.

Jennifer Robinson Executive Director, Internal Audit Policy and Communities, Office of the Comptroller General Treasury Board of Canada Secretariat Clare Wardle General Counsel and Company Secretary Coca-Cola Europacific Partners plc, UK

Highlights for 2022 y THINK TANK: How to Meet Diversity Standards for Your Board, Gauging Public Expectations and Identifying Diversity Barriers

y CEO Performance Appraisal: How to Manage Performance Reviews, Evaluations, and Compensation Transparency

y Pivoting After an Election: How to Foster Productive Working Relationships with an Incoming Minister

y Crisis Communication and Reputational Risk Management: Lessons from Private and Public Sectors on How to Respond to Public Controversy Challenges and Continue to Serve Customers

y How to Transition from a Corporate Social Responsibility framework (CSR) to an Environmental, Social, Governance (ESG) framework

CanadianInstitute.com/Governance • 1 877 927 7936

Part of C5 Group’s LEGAL GLOBAL SERIES

The acclaimed annual conference on Crown Corporate Governance returns in a virtual format!

Decision makers face complex challenges following the federal election and amid the pandemic response. Crown corporations and public sector entities remain focused on achieving their mandates, meeting stakeholder expectations as well as serving the public need. How is this achieved amid constant change? This event brings you relevant and practical discussions to achieve board excellence. Join us as government officials offer solution to building relationships following an election and solutions to aligning polices across jurisdiction.

Increasing public demand for greater diversity standards is changing behaviours and practices. Public perception demands that boards and public agencies have representation that reflect the demographics of the people they serve. But how is this achieved? Join us as we delve into actionable recruitment initiatives, practical human capital metrics, critical employment legislative updates and crisis communication.

Questions surrounding Environmental, Social, Governance (ESG) expectations remains significant as more companies adopt international standards. International standards continue to evolve as there is greater pressure to operate sustainably. Hear a multipronged approach as we discuss the transition from CSR to ESG, how to achieve targets and the role of board members as decision makers. Discuss your organizations social licence to operate. Reserve your virtual access to The Canadian Institute's 17th National Crown Corporate Governance Conference among the chairs and board members of leading federal and provincial crown corporations as well as government and public sector executives who will impart knowledge on the political framework for 2022. Achieve the highest-level knowledge and practical solutions on obstacles and challenges impeding board directors today. Join us to network with key stakeholders, crown, government and public sector leaders, and top academics to tackle core challenges and return to your organization with new insights to achieve your goals and objectives. Do not delay—register today by phone at 1-877-927-7936 or online at www.CanadianInstitute.com/Governance

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Conference Co-Chairs Carlton D. Mathias Vice President Law, ESG and Corporate Secretary Ontario Power Generation Inc. Thomas H. Yeo Partner Torys LLP

Canadian and International Expertise from Private and Public Sectors Chantal Bernier National Practice Leader, Privacy and Cybersecurity Dentons Canada LLP Cheffe de pratique nationale, Vie privée et cybersécurité Dentons Canada

Chantal Guay CEO Standards Council of Canada Rick Hancox Governor, Chair, Governance Committee, Board of Governors New Brunswick Community College (NBCC) Secretary-Treasurer, Chair, Audit Committee, Finance & Risk Committee Institute of Public Administration of Canada (IPAC) Chair, Human Resources Committee Credit Counselling Canada Former CEO, Financial & Consumer Services Commission Randy Jackiw Assistant Deputy Minister, Economic Development Ministry of Agriculture, Food, and Rural Affairs, Government of Ontario

Sachelle Magloire-Prosper Senior Director, Crown Corporations Centre of Expertise Treasury Board of Canada Secretariat Carole M. Malo Director Canada Development Investment Corp (CDEV) Ben Mills Partner Conlin Bedard LLP Jacqueline Nelson Managing Director, Corporate Communications Canada Pension Plan Investment Board (CPP Investments) Jacques E. Pigeon Q.C. Corporate Secretary Federal Bridge Corporation Limited (FBCL)

Serge Bijimine Assistant Deputy Minister Transport Canada

Dr. Rebecca Jaremko Bromwich EDI (Equity, Diversity and Inclusion) Manager Gowling WLG

William Platt Partner, Forensic Services PwC Canada

Diana Birkett Rakow Vice President, Public Affairs & Sustainability Alaska Airlines Inc.

Anna Keller Senior Counsel Canadian Commercial Corporation

Raquel Chisholm Partner Emond Harnden

Nancy Kennedy Senior Vice President, People & Culture Ontario Lottery and Gaming (OLG)

Kimberly Rapagna Director, Corporate Sustainability and Environmental Policy Canada Post

Pascale Daigneault Chair Federal Bridge Corporation Limited (FBCL)

Shalini Konanur Executive Director, Lawyer South Asian Legal Clinic of Ontario (SALCO)

Frédéric Duguay General Counsel and Corporate Secretary Canada Infrastructure Bank

Brad Krizan Board Chair, Independent Director – Public Member Alberta Motor Vehicle Industry Council

Chad Eggerman Partner MLT Aikins LLP

Joanne Larocque-Poirier Chief of Staff & Corporate Secretary Canada Council for the Arts

Mark Flint, ICD.D Chair New Brunswick Community College

Anne-Cécile Lequain General Manager, Human Resources – Corporate Services Canada Post

Capt. Jack Gallagher Chair Atlantic Pilotage Authority

CanadianInstitute.com/Governance • 1 877 927 7936

Jeannine Ritchot Assistant Deputy Minister, Communications and Portfolio Sector Natural Resources Canada Jennifer Robinson Executive Director, Internal Audit Policy and Communities, Office of the Comptroller General Treasury Board of Canada Secretariat Clare Wardle General Counsel and Company Secretary Coca-Cola Europacific Partners plc, UK Nick Xenos Executive Director, Centre for Greening Government Treasury Board Secretariat

Part of C5 Group’s LEGAL GLOBAL SERIES

DAY ONE

Tuesday, January 18, 2022 (EST) Gain actionable strategies as you compare and contrast two ambitious recruitment campaigns to increase representation of Women, Indigenous Canadians, members of visible minority groups and persons living with a disability.

9:00

Remarks from the Conference Co-Chairs Microphone Carlton D. Mathias, Vice President Law, ESG and Corporate Secretary, Ontario Power Generation Inc.

• The development and implementation of a robust diversity action plan including ground-up strategies for recruiting

• Identifying barriers and overcoming obstacles

Thomas H. Yeo, Partner, Torys LLP

• Reporting on the results and the Board’s stewardship and oversight role • Clearly defining roles & responsibilities to support inclusion

FOCUS ON DIVERSITY, EQUITY & INCLUSION 9:15 THINK TANK ON BOARD DIVERSITY

How to Meet Diversity Standards for Your Board, Gauging Public Expectations and Identifying Diversity Barriers

• The importance of succession planning EDI

microphone Shalini Konanur, Executive Director, Lawyer, South Asian Legal Clinic of Ontario (SALCO)

Dr. Rebecca Jaremko Bromwich, EDI (Equity, Diversity and Inclusion) Manager, Gowling WLG

Anne-Cécile Lequain, General Manager, Human Resources – Corporate Services, Canada Post

• • • • • • •

Examining board responsibility and meeting regulatory expectations Value of diversity and inclusion Understanding power and privilege, unconscious bias Impact of daily verbal, behavioural and environmental indignities How to prevent and address discrimination and harassment Best practices for workplace diversity and inclusion Exploring public perspectives of diversity and expectations, and discussing whether your board is representative of the community it serves • Examining what tools can be used for benchmarking diversity • Examining discriminating policies and implementing more inclusive policies • Examining the board’s role in succession planning 10:15 CASE STUDY

How to Run a Successful Recruitment Campaign: Concrete Action Items for Achieving Diversity and Inclusion in Your Organization microphone Jennifer Robinson, Executive Director, Internal Audit Policy and Communities, Office of the Comptroller General, Treasury Board of Canada Secretariat

Joanne Larocque-Poirier, Chief of Staff & Corporate Secretary, Canada Council for the Arts

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• Best practices and lessons learned in achieving alignment with labour market availability rates for under-represented groups 11:15 Break 11:30 HYPOTHETICAL SCENARIOS

A Forensic Investigation of Cyber Security Risk Management: Everything Board Members Need to Know Including When to Panic!

microphone Chantal Bernier, National Practice Leader, Privacy and Cybersecurity, Dentons Canada LLP, Cheffe de pratique nationale, Vie privée et cybersécurité, Dentons Canada

William Platt, Partner, Forensic Services, PwC Canada

Join this critical look at a forensic examination following both real and hypothetical cyber security events. Delve into the recommendations that will safeguard your corporation. • Calculating risk thresholds for government and shareholders • Identifying disruption and calculating the amount of disruption, and mitigating disruption • Best practices and policies on handling ransomware • Evaluating commercial and professional liability on insurance policies 12:15 KEYNOTE

Attracting C-Suite Candidates of the Future: Identifying the Needs of your Crown Corporation and Attracting Top Candidates microphone Chantal Guay, CEO, Standards Council of Canada 1:00

Networking Lunch Break

2:00 THINK TANK

• Balancing the role of the PCO and the role of the board during a performance appraisal

How to Pivot After an Election: Transitioning and Fostering Productive Working Relationships with an Incoming Minister

• Reporting requirements for PCO and conducting a thorough performance appraisal

microphone Serge Bijimine, Assistant Deputy Minister, Transport Canada

Jeannine Ritchot, Assistant Deputy Minister, Communications and Portfolio Sector, Natural Resources Canada

• Exploring the impacts of a federal election on crown corporate governance • Best practices for briefing a new minister, managing the relationship and conducting good governance • Measuring the success of an ambitious or late-coming mandate • How to pivot amid evolving ministerial policy objectives while maintaining consistency with corporate policies? • How can boards work optimally with government when there is instability in the company management?

• Tactical ways to maintain board independence • Impact of publicly released information on board compensation and maintaining transparency • Determining the extent to which board members play an active role in the crown’s business model and strategies for a successful crown • Implementing performance reviews and self-assessments either internally or via independent third-parties • Achieving consistency on performance management • Establishing individual assessments for directors and how this impacts director’s accountability • Keeping the public in the know about performance assessments without releasing confidential information 4:30

Closing Remarks from the Co-Chairs

3:00

Greening Strategies for Crown Corporations Microphone Kimberly Rapagna, Director, Corporate Sustainability and Environmental Policy, Canada Post

Nick Xenos, Executive Director, Centre for Greening Government, Treasury Board Secretariat

• Achieving Net-zero emissions by 2050 • Adopting low-carbon mobility solutions, deploy supporting infrastructure in its facilities and modernize its fleets • Maintaining a current, net-zero climate-resilient real property portfolio plan to determine the most cost-effective pathway to achieve net-zero, climate-resilient real property operations by 2050 • Minimizing disruptions and damage to its assets, services and operations related to the impacts of climate change 3:30 Break

Wednesday, January 19, 2022 (EST) 9:00

Remarks from the Conference Co-Chairs 9:05

Mind the Gap: Meeting Reporting Challenges for Federal Crown Corporations Microphone Sachelle Magloire-Prosper, Senior Director, Crown Corporations Centre of Expertise, Treasury Board of Canada Secretariat 9:35

3:45

CEO Performance Appraisals or How to Know Your CEO Did A Good Job microphone Mark Flint, ICD.D, Chair, New Brunswick Community College

DAY TWO

Rick Hancox, Governor, Chair, Governance Committee, Board of Governors, New Brunswick Community College (NBCC), Secretary-Treasurer, Chair, Audit Committee, Finance & Risk Committee, Institute of Public Administration of Canada (IPAC), Chair, Human Resources Committee, Credit Counselling Canada, Former CEO, Financial & Consumer Services Commission

How to Transition from a Corporate Social Responsibility framework (CSR) to an Environmental, Social, Governance (ESG) framework microphone Clare Wardle, General Counsel and Company Secretary, Coca-Cola Europacific Partners plc, UK

Diana Birkett Rakow, Vice President, Public Affairs & Sustainability, Alaska Airlines Inc.

Frédéric Duguay, General Counsel and Corporate Secretary, Canada Infrastructure Bank

• Reporting on physical risk, including climate change impacts assets and operations • Reporting on transition risk, such as transitioning from to a lower carbon economy, including policy, legal, technology, market, and reputational risks

CanadianInstitute.com/Governance • 1 877 927 7936

Part of C5 Group’s LEGAL GLOBAL SERIES

FOCUS ON EMPLOYMENT

• What is the standard for ESG and what is the standard for disclosure • Developing a strategy for governance and reporting on government recommendations

1:30

• Reevaluating policies to reflect long-term environmental stewardship

Key Takeaways from Incoming Bias, Harassment and Pay Equity Laws and What Boards Need to Do

• Strategies for effectively responding to shareholders about climate change implications 10:15 Break

microphone Raquel Chisholm, Partner, Emond Harnden

10:30 LIVE AUDIENCE POLLING

• The federal Pay Equity Act (2021) effective in August 2021, will affect federally regulated private and public sector employers

Crown Corporations of the Future: Embracing Organizational Change Management and Strategies for Implementing Initiatives to Maintaining Relevance and Resiliency

• Bill C-65, An Act to amend the Canadian Labour Code (harassment and violence), the Parliamentary Employment and Staff Relations Act came into effect January 2021 • Amendments to the Public Service Employment Act (2021) In June 2021, strengthen provisions to address potential bias and barriers in staffing processes and reaffirm the importance of a diverse and inclusive workforce

microphone Randy Jackiw, Assistant Deputy Minister, Economic Development, Ministry of Agriculture, Food, and Rural Affairs, Government of Ontario

Nancy Kennedy, Senior Vice President, People & Culture, Ontario Lottery and Gaming (OLG)

Brad Krizan, Board Chair, Independent Director - Public Member, Alberta Motor Vehicle Industry Council

2:30 ONBOARDING NEW BOARD MEMBERS

• Recognizing indications and changes in public expectations • Identifying triggers for corporate re-invention, privatization, and selling • Gauging the appetite for adopting a higher risk versus maintaining caution • Identifying barriers to corporate adaptation 11:30 PANEL

Crisis Communication and Reputational Risk Management: Lessons from Private and Public Sectors’ on How to Respond to Public Controversy Challenges and Continued to Serve its Customers

microphone Capt. Jack Gallagher, Chair, Atlantic Pilotage Authority

Carlton D. Mathias, Vice President Law, ESG and Corporate Secretary, Ontario Power Generation Inc.

Implementing a Skills Matrix to Appoint Qualified Board Members and Achieve a Seamless Transition when Board Succession Occurs microphone Rick Hancox, Governor, Chair, Governance Committee, Board of Governors, New Brunswick Community College (NBCC), Secretary-Treasurer, Chair, Audit Committee, Finance & Risk Committee, Institute of Public Administration of Canada (IPAC), Chair, Human Resources Committee, Credit Counselling Canada, Former CEO, Financial & Consumer Services Commission • Achieving board excellence by appointing qualified board members • Matching the board members experience to the open position • How does the government give board members authority in the hiring process for board members? • Board member nominations via independent third parties • Board succession challenges • Establishing term limits 3:15 Break

Jacqueline Nelson, Managing Director, Corporate Communications, Canada Pension Plan Investment Board (CPP Investments)

• Best practices for decision making when developing a communication strategy with the public, including what expertise and advise was solicited in the decision process? • How is the effectiveness of a communication strategy measured? 12:15

Networking Lunch Break

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3:30 PANEL

Expectations and Responsibilities for Handling Procurement: Weighing the Pros and Cons of International Trade Agreements

Who Should Attend FEDERAL AND PROVINCIAL GOVERNMENT CROWN CORPORATIONS AND PUBLIC SECTOR DEPARTMENTS:

microphone Anna Keller, Senior Counsel, Canadian Commercial Corporation

Ben Mills, Partner, Conlin Bedard LLP

Thomas H. Yeo, Partner, Torys LLP

Moderator: Carole M. Malo, Director, Canada Development Investment Corp (CDEV)

ç Chairs

ç General Counsel

ç Directors

ç Corporate Secretaries

ç Chief Executive Officers

ç In-House Counsel

Procurement has become a hot topic as governments move to find efficiencies through centralization while at the same time wanting to use procurement as a tool to achieve broader policy objectives. Our panel will discuss:

ç Presidents

ç Chief Risk Officers

ç Chief Financial Officers

ç Risk Managers

• The trend towards centralization and the implications for procuring authorities

ç Chief Operating Officers

ç Compliance Officers

• Balancing the responsibility to uphold international trade agreements against a “buy local” mentality

PLUS:

• Serving the public interest and how governments and Crowns can use procurement to achieve goals around Indigenous participation and ESG priorities 4:15 SPOTLIGHT

Demystifying Special Examinations & Tips to Prepare for One

microphone Jacques E. Pigeon Q.C., Corporate Secretary, Federal Bridge Corporation Limited (FBCL)

Pascale Daigneault, Chair, Federal Bridge Corporation Limited (FBCL)

Under the Financial Administration Act (FAA) a Crown corporation may be audited to ensure it is maintaining systems and practice to ensure assets are safeguarded and controlled and to ensure resources are managed economically and efficiently, and its operations were carried out effectively • What the Crown Corporation should expect, including the legislative framework, the process including the three phases, the principles, the objectives, the scope and the criteria, the limits • Guidance from precedents, including examples of findings of significant deficiencies, recommendations, the Corporation’s response, multiple opportunities to correct factual errors or omissions and signal context changes, or new information, unresolved disagreement, • How to prepare before the Special Examination begins, including practical advice, tips, takeaways 5:00

Closing Remarks from the Co-Chairs

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This 2-day conference program can be applied towards 4 of the 9 substantive hours, as well as 1 of the 3 EDI hours, of annual Continuing Professional Development (CPD) as required by the Law Society of Ontario. The same number of hours may be applied to your continuing legal educational requirements in British Columbia. The Barreau du Québec recognizes this training activity, the latter having been accredited by another Law Society subject to the MCLE. For Alberta lawyers, consider including this course as a CPD learning activity in your mandatory annual Continuing Professional Development Plan as required by the Law Society of Alberta. The Law Society of Saskatchewan recognizes another province’s CPD credits so long as the hours are submitted to the Director of Admissions & Education for approval.

Part of C5 Group’s LEGAL GLOBAL SERIES

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