20th Conference on Crown Corporate Governance - DS by C5Group

IN-PERSON/LIVESTREAM

Conference on CROWN CORPORATE GOVERNANCE

Celebrating Two Decades of Top-Tier Strategies and Best Practices for Sound Governance and Board Oversight of Crown Corporations

January 29–30, 2025

Pre-Conference Workshops: January 28 (see page 4)

Hilton Garden Inn Ottawa Downtown Ottawa, ON

Distinguished Co-Chairs:

Melanie Debassige, MBA, ICD.D

Vice-Chairperson

Canada Energy Regulator

Frédéric Duguay

General Counsel and Corporate Secretary

Canada Infrastructure Bank

Key Government Officials and Leading Crown Executives will help you:

Caret-right FOSTER strong relationships and dialogue between Crown corporations and Ministries

Caret-right UNDERSTAND what the Privy Council of Canada considers in making board member appointments

Caret-right DISCOVER provincial Crown corporation governance models

Caret-right CLARIFY your obligations regarding conflicts of interest

Caret-right DEVELOP seamless on-boarding strategies for new Directors

Caret-right EXPLORE transition strategies during provincial and federal elections

Caret-right DEVISE mandate-aligned and financially viable commercial strategies

Lanyard Sponsor

Attend

Canadian Institute's 20th Annual Conference on Crown Corporate Governance and join the nation's foremost governance leaders for cutting-edge insights, practical strategies, best practices, and invaluable connections.

FOR TWO DECADES, our conference has been the premier event for Crown corporation professionals, offering cutting-edge insights into governance, accountability, and strategic oversight. As we celebrate this 20-year milestone, we proudly bring together top public sector executives, federal and provincial Crown leaders, and distinguished lawyers and consultants to share actionable solutions tailored to the unique demands of Crown governance. This year’s agenda is meticulously crafted to equip you with the tools and strategies needed to navigate today’s complex legal and operational challenges, marking another year of excellence in advancing Crown corporation governance practices.

At this year’s conference, you'll gain critical knowledge on a range of new and timely matters: from compliance with climate-related financial reporting and the (Modern Slavery) Supply Chains Act, to leveraging the latest advancements in Artificial Intelligence (AI), and to the critical lessons on conflicts of interest that can be gleaned from the SDTC case study

With growing public expectations for diversity and inclusion, this event will also provide essential guidance on ensuring your corporation’s leadership reflects the communities you serve. Through focused discussions on recruitment and onboarding best practices, you’ll leave equipped with the tools to foster inclusive governance practices.

In addition, develop key strategies to strengthen relationships between Crowns and their respective Ministries, ensuring transparent, aligned, and effective operations that support long-term success.

Register today to ensure you don’t miss the unique and unparalleled opportunity to network with provincial and federal Crown corporation professionals and absorb the highest-caliber insights and strategies, designed to address the dynamic governance challenges faced by Boards and Management.

Legal Accreditation

EARN CPD CREDITS

This program can be applied towards 8.5 hours out of 9 Substantive for the main conference, 2 out of 2 Professionalism Hours, 1 of 1 DEI Hour of annual Continuing Professional Development (CPD) required by the Law Society of Upper Canada. Members will also receive 3 Substantive hours for the attendance at each workshop.

Members of the Law Society of Saskatchewan seeking accreditation for an out of province activity are requested to submit the CPD Activity Application Form and agenda directly to the LSS for approval. The form is available on the LSS Website.

The same number of hours may be applied toward your continuing legal education requirements in British Columbia.

The Barreau du Quebec automatically recognizes the same number of hours for this training activity, the latter having been accredited by another Law Society subject to MCLE.

Attendance at this program by members of the Law Society of Alberta may be submitted to the Law Society for Continuing Professional Development credits.

Distinguished Faculty

Conference Co-Chairs

Melanie Debassige, MBA, ICD.D

Vice-Chairperson Canada Energy Regulator

Frédéric Duguay

General Counsel and Corporate Secretary

Canada Infrastructure Bank

Government Ministers and Offices

Serge Bijimine

Assistant Deputy Minister Transport Canada

Konrad W. Von Finckenstein

Commissioner Office of the Conflict of Interest and Ethics Commissioner

Randy Jackiw

Assistant Deputy Minister Ministry of Agriculture, Food, and Rural Affairs, Ontario

Josephine A.L. Palumbo

Deputy Commissioner, Cartels and Deceptive Marketing Practices Branch

Competition Bureau of Canada

Greg Reade

Assistant Deputy Minister Department of Finance

Federal Crown Corporations

Megan Dolo

Vice President Law and Corporate Secretary Farm Credit Canada

Justine Hendricks

President and CEO Farm Credit Canada

Simon Kamel

Vice-President, General Counsel & Corporate Secretary

Royal Canadian Mint

Tess Lofsky

General Counsel, Corporate Secretary, Director

Canada Development

Investment Corporation

Louise Ouellette-Bolduc

Corporate Secretary

Canada Revenue Agency

Colleen Ouellette

Director & Corporate Secretary

Export Development Canada

Mike Pedersen

Chair, Intact Centre Climate

Adaptation

Past Chair, Business Development Bank of Canada

Elisa Suppa

Manager, ESG and Sustainability

Telefilm Canada

Christa Walker

Chief Legal Officer

Canada Deposit Insurance Corporation

Provincial Crown Corporations

Jill Earthy, MBA CEO

InBC Investment Corporation

Kyla Hillmer, CPA, CMA, ICD.D

Vice-President, Crown Services

Crown Investments Corporation of Saskatchewan

Bryan Icyk, CFA Director, ESG

Ontario Power Generation Inc.

Brad Krizan Chair

Alberta Motor Vehicle Industry Council

Anaïs de Lausnay

General Counsel and Corporate Secretary Laurentian Pilotage Authority

Alexandra Schwarz Vice-President and Chief Legal Officer

FinDev Canada

Eryn Siba

Executive Director, Crown Governance

Crown Investments Corporation of Saskatchewan

Law Firm, Consultant and Academic Speakers

Richard Barber

CEO, Mind Tech Group Board Director, Governance Professionals of Canada

Marco Falco Partner Torkin Manes LLP

Catherine R. Gryba, ICD.D Consultant

CRG Strategies Inc.

Natascha Kiernan Chair

Digital Technology Supercluster

Ivy Lumia CEO Best in Governance

Collin May Barrister & Solicitor | Senior Fellow

Aristotle Foundation for Public Policy

Nicolas Ruszkowski Managing Principal & Co-Owner

Tactix Government Relations and Public Affairs

Thomas H. Yeo Partner Torys LLP

Pre-Conference Workshop A

Tuesday, January 28, 2025

9:30am – 12:30pm (Registration starts at 9:00am)

Operations and Governance Working Group: Defining Responsibilities, Streamlining Performance, and Ensuring Smoother Day-to-Day Functioning

This workshop, designed for all Crown corporation professionals, will review best practices for governance and operations. Join our workshop leaders for an interactive workshop which will include a deep dive into essential governance principles as well as effective strategies to facilitate smooth day-to-day practices.

Workshop topics include:

• Understanding the main responsibilities of the Chair, the Board of Directors, the Chief Executive Officer and other members of management teams

» Knowing what duties overlap, and which are distinct

» Understanding the principle of "nose in, fingers out," e.g., the difference between oversight and the management of the corporation's business and operations

• Developing the appropriate level of communication between the Chair, the Board of Directors, and Management: when, how often, and how?

» What is a meeting truly necessary?

• Navigating hybrid or virtual versus in-person meetings

• Reviewing committee structures and responsibilities delegated to committees

• Best practices for establishing and maintaining contact with the Minister and Ministry/Department officials

Megan Dolo

Vice President Law and Corporate Secretary Farm Credit Canada

Natascha Kiernan Chair

Digital Technology

Supercluster

Brad Krizan

Chair

Alberta Motor Vehicle Industry Council

» E.g., what is the appropriate level of communication between the Board Chair and the Minister/Deputy Minister; how often should the Minister or Deputy Minister be invited to board meetings? To other meetings?

• Benchmarking effective and meaningful CEO performance reviews and Board evaluations

12:30pm – 1:30pm

Light Lunch & Networking Break for Attendees of Workshop A & B Only

Pre-Conference Workshop B

Tuesday, January 28, 2025

1:30pm – 4:30pm (Registration starts at 1:00pm)

Optimizing Crown Corporation Board Meetings: Practical Tools and Tips for Running the Meetings and Maximizing Impact

In this workshop, designed for Chairs, Corporate Secretaries, and Directors, the workshop facilitators will explore best practices for preparing for and participating in a Board of Directors meeting. Throughout the workshop, attendees will be encouraged to share their experiences to benchmark with their peers and obtain input from the workshop facilitators.

Workshop lecture topics include:

• Understanding what goes into the meeting agenda and the timeline for preparing the agenda and pre-reads

• Understanding the use of the consent agenda: what items should be included and what items should not be included?

• Drafting accurate and compliant meeting minutes, including recording conflicts of interest and Director recusals

» Can Directors take their own notes during the Board meeting? Must they be destroyed after the approval of the meeting minutes?

• Who signs the meeting minutes? Is this required?

• How can Corporate Secretaries support Chairs to be better prepared and run effective meetings?

• How can Board Chairs and Corporate Secretaries support Directors to be better prepared and contribute meaningfully?

» Exploring the nuances of operation versus management

Catherine R. Gryba, ICD.D Consultant

Director & Corporate Secretary

Export Development Canada

• Managing meeting agendas and potential conflicts of interest concerns when a member of management (i.e., the CEO, or Corporate Secretary) is a member of the Board of Directors

• Best practices for virtual or hybrid board meetings

• Avoiding document overload – what documents are truly necessary to review?

» How should documents that do not require a formal decision be presented (e.g., consent agenda; information item)

I enjoyed the sessions and the informal networking. Based on my conversations the Federal Civil Service is in good hands.

– President and CEO, LAO

CRG Strategies Inc.

Colleen Ouellette

Main Conference Day One

Wednesday, January 29, 2025

7:45am Registration & Networking Breakfast

8:45am Opening Remarks from the Co-Chairs

Melanie Debassige, MBA, ICD.D Vice-Chairperson

Canada Energy Regulator

Frédéric Duguay

General Counsel and Corporate Secretary

Canada Infrastructure Bank

9:00am Establishing Trust While Remaining at Arms Length: Strategies to Reconcile Ministerial Expectations and Obligations to the Corporation

Crown corporations are 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. Topics of discussion will include:

• Establishing contact with the Minister and Ministry/Department officials and engaging in meaningful dialogue

• Responding to potential gaps between expectations and anticipated outcomes communicated by Ministers and the Crown’s practical capabilities to deliver

• What level of autonomy do and should crowns have from their shareholder?

» Building trust and transparency

• How can Directors reconcile political influence and direction that conflicts with what they deem to be the best interest of the corporation?

• What consideration should be given to public sentiment of a Crown’s strategy and activities?

» How should public sentiment be communicated to the Minister to realign expectations?

10:00am Morning Networking Break

All topics were relevant, the presenters had great knowledge and insightful.

– Senior Advisor, Governance, CMHC

Anaïs de Lausnay

General Counsel and Corporate Secretary

Laurentian Pilotage Authority

Collin May

Barrister & Solicitor | Senior Fellow Aristotle Foundation for Public Policy

Mike Pedersen

Chair, Intact Centre Climate Adaptation Past Chair, Business Development Bank of Canada

10:15am

Retaining Diverse Talent: Strengthening Crown Corporation Governance and Succession by Embracing Equity and Inclusion

• Appreciating the business case for diversity and how it fits within the overall strategic and operational directives of the Crown corporation

• Meeting EDI policy goals to represent the community that the Crown Corporation serves

» Strategies for including representation of the community within the Crown Corporation, e.g., recruiting, mentorship, advisory committees

• Considering specific legal requirements with respect to EDI and accessibility

• Benchmarking best practices for retention and succession planning

» Creating and offering non-monetary incentives

» Developing and implementing adaptive succession planning systems that prioritize the retention and advancement of diverse talent while maintaining the flexibility to accommodate varying personal and professional needs

11:15am

Alexandra Schwarz Vice-President and Chief Legal Officer FinDev Canada

Setting Directors Up for Success: Developing Functional Strategies for Onboarding and Director Effectiveness

New Directors bring varied skills, backgrounds and experiences to the Board and seek to maximize their impact and contributions to the Board’s work and discussions. This why the right onboarding process and engagement is critical to setting up Directors – and ultimately, the Crown corporation – for success. Topics of discussion include:

• Developing an onboarding timeline and procedure

• Establishing the Crown corporation mandate and strategic plan

• Unpacking the role of the Board versus the role of Management

• Helping civil servants adapt to commercial realities and helping commercial professionals to adapt to public policy

• Introducing new Directors to the Chair, the CEO, and the Ministry

• Exploring communication styles

» E.g., formal vs informal; written versus verbal; virtual vs in-person

• Developing expectations with respect to board meetings and preparing for board meetings

• Examples of best practices and different approaches to improve engagement and continuous development

12:15pm Networking Luncheon

Christa

Walker Chief Legal Officer

Canada Deposit Insurance Corporation

MODERATED BY: Frédéric Duguay

General Counsel and Corporate Secretary

Canada Infrastructure Bank

1:30pm Provincial Governance Round Up: Benchmarking with Provincial Crown Corporations

In this special roundtable, governance professionals from Crown corporations in Saskatchewan, Manitoba, BC and Ontario will review their unique governance structure, highlighting both advantages and challenges for consideration. Topics of discussion include:

• Introduction to Saskatchewan’s Crown Investments Corporation, the province’s holding company for all commercial Crown corporation

» Appreciating the challenges and benefits of this model of governance

• Introduction to Manitoba’s Crown Services Secretariat

» Appreciating the challenges and benefits of this model of governance

» Contrasting Crown Services Secretariat with the Crown Corporations Council (dissolved in 2016)

• Introduction to BC’s Crown Agencies and Board Resourcing Office (CARBO)

• Benchmarking the challenges and successes of provincial Crown corporations

• Appreciating the operational needs of smaller Crown corporations

2:45pm Afternoon Networking Break

Eryn Siba

Executive Director, Crown Governance Crown Investments Corporation of Saskatchewan

3:00pm Fireside Chat with the Privy Council: Best Practices for Director, Chair, and CEO Appointments

In this special fireside chat, members of the Privy Council Office will explore the process for selecting Governor in Council (GIC) appointees, including:

• What makes a strong candidate

• How Crown corporations and their Chairs can recommend candidates that meet identified needs effectively

• Best practices for candidates to prepare for their interview with the Selection Committee

3:45pm An Honest Conversation with the Ministries on Fostering Trust, Developing Strong Dialogue, and Conducting CEO Reviews

In this special conversation, representatives from provincial and federal ministries will speak candidly about the practices that build trust, establish meaningful dialogue and coordination between the Crown corporation and the Minister. Topics of discussion include:

• Learning the best practices and strategies for approvals of corporate plans and budgets

• Coordinating requests and information to Parliament

• Monitoring the Crown corporation’s performance and annual reviews of CEOs

5:00pm Cocktail Networking Reception

6:00pm Conference Adjourns

Randy Jackiw

Assistant Deputy Minister Ministry of Agriculture, Food, and Rural Affairs, Ontario

Louise Ouellette-Bolduc

Corporate Secretary

Canada Revenue Agency

Greg Reade

Assistant Deputy Minister

Department of Finance

Main Conference Day Two

Thursday, January 30, 2025

7:45am Registration & Networking Breakfast

8:45am Opening Remarks from the Co-Chairs

Melanie Debassige, MBA, ICD.D Vice-Chairperson

Canada Energy Regulator

Frédéric Duguay

General Counsel and Corporate Secretary

Canada Infrastructure Bank

9:00am Appreciating the Risks of The AI Productivity Promise: What Crown Corporations Need to Know about the Responsible Use of AI

• Examining how Crowns can implement AI systems into their daily functions

» Identifying the best AI system to use based on the tasks you want it to perform

» Evaluating best practices on when and when not to use AI systems

• Examining what AI systems are currently being utilized by federal and provincial/territorial entities

• Assessing compliance and best practices by drawing from:

» The federal Directive on Automated Decision Making

» The proposed Artificial Intelligence and Data Act (AIDA)

» The Voluntary Code of Conduct on the Responsible Development and Management of Advanced Generative AI Systems

• Assessing the risks involved with AI systems

» How do you mitigate and prevent data or privacy breach?

» Inadvertently releasing confidential information through the use of free AI chatboxes such as ChatGPT

10:15am Morning Networking Break

The best gathering of crown corporation representatives in Canada each year. – Director, Governance, CDIC

Richard Barber CEO, Mind Tech Group Board Director, Governance Professionals of Canada

Marco Falco Partner Torkin Manes LLP

10:30am

FOCUS ON ESG – PART I: SUSTAINABILITY AND SOCIAL RESPONSIBILITY

Implementing the (Modern Slavery) Supply Chains Act and Realizing the Business Benefits of Adopting ESG Practices

• Contextualizing the global shift towards navigating ESG risks in supply chains

• Appreciating why investors consider sustainability an important factor in their investing decisions

• Unpacking the obligations set out in Bill S-211 Supply Chains Act

» Reviewing the recently released Guidance from the Government of Canada

» Establishing best practices from the first reports filed and lessons for the second year of reporting

• Developing practical examples of due diligence towards identifying, addressing, and preventing forced labour in supply chains

• Understanding the penalties for failing to comply: fines, reputational damage, and liability for Directors and management

• Comparing Canada’s Supply Chains Act to Modern Slavery legislation in the US, Australia, UK and the EU

Bryan Icyk, CFA Director, ESG Ontario Power Generation Inc.

Ivy Lumia CEO Best in Governance

11:30am

FOCUS ON ESG – PART II: ENVIRONMENT

Greening Crown Corporations: Navigating Climate-Related Financial Risk Reporting, Advertising, and Net Zero Emission Strategies

Many corporations are adopting the Task Force on Climate-related Financial Disclosures (TCFD) framework, which is becoming mandatory for some Crown corporations. Additionally, new Government of Canada provisions target greenwashing, requiring substantiation of environmental claims. Implementing these frameworks and regulations is essential for transparency, stakeholder trust, and mitigating legal and reputational risks. Topics of discussion include:

• Unpacking the four pillars of the TCFD: governance, strategy, risk management, and metrics and targets

» What do these pillars mean in practice?

• Assessing whether TCFD is mandatory for your Crown corporation

» Appreciating the value of climate-related risk reporting even without the obligation to do so

• Being wary of misleading environmental benefit claims (greenwashing)

• Understanding Canada’s new greenwashing provisions under the Competition Act

12:30pm Networking Luncheon

Good mix of panel presenters, topics and networking opportunities.

– Board Chair, Alberta Motor Vehicle Industry Council

Josephine A.L. Palumbo Deputy Commissioner, Cartels and Deceptive Marketing Practices Branch Competition Bureau of Canada

Elisa Suppa Manager, ESG and Sustainability Telefilm Canada

1:45pm

Preparing for the Impact of Elections on Crown Corporation Governance: Transition Strategies for Appointments, Delays, and Changing Mandates

With the anticipation of the 2025 Federal Election, Crown corporations need to prepare, not only for the possibility of a new elected government and new mandates, but also the pause and potential delay in decisions requiring GIC approval. Provincial Crown corporations are also impacted by elections, whether federal or within their province. Our discussion, while politically neutral, will focus on the challenges Crown corporations encounter during the writ period and strategies they can employ for a smooth transition post-election. Topics of discussion include:

• Understanding how federal and provincial elections affect Crown corporations at the federal level and the provincial/ territorial level

• Knowing the limitations on public speaking and contact with government during the writ period

• Anticipating how a new government may affect Crowns and their mandates

• Analyzing best practices to prepare for a new government

» Understanding the new minister’s platform and what the board can do to support that platform without exceeding the Crown corporation’s mandate

» How to respond when the arms length relationship is not maintained

• Developing a plan for upcoming appointments and vacancies on your Board during the election writ period

» Understanding how Directors can assist and fill-in-the-gap

» What happens when there is no quorum?

Commercial Crown corporations operate within a paradox, given the dual mandate of pursuing commercial activities and public policy objectives. In this think tank, speakers will analyze this duality, referring to both highly profitable Crown corporations and those that face financial pressures and shortfalls, and distilling risk assessment strategies for revenue generation. Topics of discussion include:

• Discovering new means of revenue and how to reach targets while maintaining sound governance

» Developing risk matrices to assess the feasibility of proposed revenue-making plans

• Positioning public policy objectives within the challenges of limited government funding (or no funding)

• Considering when public demand for the services offered by the Crown corporation diminishes such that it becomes impossible to remain profitable within the mandate (e.g., Canada Post) – what next?

» Revisiting dissolution when a Crown corporation has served its purpose?

• Analyzing the opposite: should highly profitable Crown corporations return profit to taxpayers?

» E.g., Saskatchewan’s Crown Investments Corporation record-profits alongside public outcry on the cost of living

Serge Bijimine

Assistant Deputy Minister Transport Canada

Kyla Hillmer, CPA, CMA, ICD.D Vice-President, Crown Services

Crown Investments Corporation of Saskatchewan

Simon Kamel

Vice-President, General Counsel & Corporate Secretary

Royal Canadian Mint

Nicolas Ruszkowski

Managing Principal & Co-Owner Tactix Government Relations and Public Affairs

Jill Earthy, MBA

CEO

InBC Investment Corporation

Justine Hendricks President and CEO Farm Credit Canada

Tess Lofsky

General Counsel, Corporate Secretary, Director

Canada Development

Investment Corporation

4:00pm

Critical Conflict of Interest

Lessons for Directors, Chairs, and Leadership: Sustainable Development Technology Canada Case Study

In the summer of 2024, the auditor general released a report highlighting serious issues and conflicts of interest by Sustainable Development Technology Canada, leading to the dissolution of SDTC. In this session, speakers will use the SDTC dissolution as a case study to illustrate best practices with respect to conflicts of interest. Topics of discussion include:

• Understanding the Conflicts of Interest Act and the difference between a public office holder (POH) and a reporting public office holder (RPOH)

• Assessing conflicts of interest at the initial compliance process versus ongoing reporting requirements

• Appreciating the additional measures that RPOHs are subject to with respect to disclosure, divestment and postemployment obligations

• Reviewing the recent changes to how the Office of Conflict of Interest and Ethics Commissioner administers the Conflicts of Interest Act

• Reviewing the auditor general’s report of SDTC and the decisions of the Conflict of Interest and Ethics Commissioner and distilling important lessons for the future

5:00pm Conference Concludes

Konrad W. Von Finckenstein Commissioner Office of the Conflict of Interest and Ethics Commissioner

Thomas H. Yeo Partner Torys LLP

Chairs • Directors

Chief Executive Officers

• Governance Consultants

• Governance Lawyers

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