ICD 2018 ANNUAL REVIEW

Transcription

1 ICD 2018 ANNUAL REVIEW

2 The Istitute of Corporate Directors (ICD) is a ot-for-profit, member-based associatio with more tha 13,500 members ad a etwork of 11 chapters. ICD members across all sectors of the ecoomy oversee well i excess of $1-trillio i market capitalizatio ad istitutios that impact the lives of virtually every Caadia. Our purpose is to improve trust ad cofidece i Caadia orgaizatios by developig ad activatig directors. The ICD is a foudig member of a iteratioal collaboratio of leadig director orgaizatios the Global Network of Director Istitutes. Through this orgaizatio, we share expertise i corporate goverace ad professioal director developmet. 3 MESSAGE FROM THE CHAIR 4 MESSAGE FROM THE CEO 6 ICD CORPORATE GOVERNANCE 7 FISCAL YEAR HIGHLIGHTS 9 KEY FACTS 10 EDUCATION HIGHLIGHTS 11 ICD BY THE NUMBERS ABOUT THIS REVIEW This Aual Review provides members ad stakeholders with a overview of our performace ad activities i the 2017/2018 fiscal year. Refereces to we, our, ad ICD i this report are to the Istitute of Corporate Directors. The iformatio i this documet covers the period of July 1, 2017 to Jue 30, 2018, except where idicated. 12 CONFERENCE HIGHLIGHTS 14 OUR LEADERSHIP TEAM 16 OUR CHAPTER CHAIRS

3 ICD 2018 ANNUAL REVIEW 3 GAIL COOK-BENNETT, C.M., PhD, F.ICD Chair of the Board Istitute of Corporate Directors Led by CEO Rahul Bhardwaj ad his executive team, the may accomplishmets of the ICD team i 2018 have advaced our orgaizatio s strategy ad laid the foudatio for importat iitiatives. While our Natioal Coferece, delivered this year i cocert with the ICD s Vacouver Chapter, may be the most public maifestatio of maagemet s success, decisios made this year will ehace the capacity of the orgaizatio to move to the ext stage of our developmet. For its part, the ICD Natioal Board idetified five ew directors who, together, have expertise directly related to the ICD s strategy, which will further help our orgaizatio achieve its goals. These directors, Yaprak Baltacioglu, Robert Paré, Bob Phillips, Mac va Wielige ad Patricia Youzwa share the Board s collective passio for the potetial of the ICD. This passio is demostrated through their work at the chapter level, cotributios to advisory committees, completio of the ICD.D program ad cotributios to the goverace literature o board priorities, strategy ad decisio-makig. Three excellet directors are retirig i After offerig much sought after advice ad cousel throughout his term, David Emerso retired from the Board after his cotributio to the Vacouver Coferece. Gary Filmo ad Isabelle Courville will be steppig dow at the AGM this moth. I additio to their active ad productive participatio aroud the board table, Gary ably chaired the Search Committee for our curret CEO ad Isabelle was a key member of that Committee. Oly they will kow how ofte I sought their advice ad judgmet. The Board s cotributio to the ICD has bee advaced sigificatly through the leadership of Joh Irvig as Chair of the Audit Committee ad Lida Hohol as Chair of the Goverace ad HR Committee. They have led their committees i fudametal busiess assessmets withi their resposibilities, such as a review of service providers, chage i ivestmet policies cosistet with the growth of the ICD ad a fresh look at our orgaizatioal structure ad compesatio framework for executives. Further work o performace maagemet will itersect with maagemet s importat work o values ad team culture. As a voluteer board comprised of busy idividuals, we value the opportuity to tap ito the wisdom of all our directors ad ecourage each to cotribute i the way that suits them best. For example, we experimeted this year with a task team of ew directors, brigig fresh perspectives to our strategy. My sicere appreciatio to all our curret directors for their cotributios, as well as to previous directors who provided the platform from which we could ehace our value. We are all acutely aware of the cotributios made by our voluteer Chapter Chairs ad their executive members who are typically busy seior executives or professioals. They are i touch with the eeds ad expectatios of their Director markets ad idetify ad deliver programmig of importace to members i their regios. May more people i the commuity help advace the ICD ageda - may of whom are also voluteers ad we are grateful for their cotributios. I aticipatio of the ed of my exteded term, the Board addressed Chair successio earlier i the year ad amed Lida Hohol as the ICD s Chair elect. Lida is poised for a quick start. She kows the orgaizatio through previous chapter ivolvemet, her cosiderable work as Chair of the Goverace ad Huma Resources Committee, ad a itese trasitio with me over the past few moths. Lida s leadership, the quality of the Board ad, most importatly, the expaded ad capable ICD team will advace our commo goal of further growig the ICD s relevace ad ifluece.

4 4 RAHUL K. BHARDWAJ, LL.B, ICD.D Presidet ad CEO Istitute of Corporate Directors Like all coutries, Caada is immersed i a global coversatio about the future of work ad busiess, ad we are faced with ew challeges that require iovative solutios. As we avigate ew waters, it is the role of directors to help chart the right course for their orgaizatios. This year, we champioed Caadia goverace at home ad abroad as we bega coectig the theme of goverace ad leadership i coversatios with decisio-makers such as Caada s Miister of Fiace ad through our ICD Premiers Series. I was also proud to address the U.K. House of Lords to discuss Caada s corporate goverace advatage. These opportuities uderscore our commitmet to buildig the learig platforms that allow our commuity of leaders to achieve outstadig outcomes. We adopted a strategy that esures aligmet betwee our values ad the fudametal pieces of our busiess. To this ed, we collaborated with some of Caada s most experieced directors to build educatio to help our members egotiate ucertaity. New courses focusig o the #MeToo movemet have resoated, as have offerigs focused o board oversight of strategy ad the digital director. We are also proud to have lauched our ew Executive Boardroom Educatio Program. Over 1,200 leaders joied the ICD this year, for a total of more tha 13,500 members, ad we are buildig platforms for these leaders to better iform Caadias about the director perspective o critical issues. Our fall 2017 ad sprig 2018 Director Les surveys provided isight from decisio-makers across the coutry o curret issues from iteratioal trade ad miimum wage icreases to workplace harassmet ad social licece. The ICD highlighted these fidigs through atioal media ad our social media chaels, reachig ad iformig a vast etwork of ifluecers. We are committed to operatioal excellece ad cotiue to build our ow capacity by sigificatly upgradig our iformatio maagemet system, allowig our staff to better serve members. Workig closely with our Vacouver chapter, the 2018 ICD Natioal Coferece ad Fellowship Awards Gala was a resoudig success. The high calibre of our co-chairs ad keyote speaker, paelists ad moderators, combied with the hard work of our voluteers, resulted i excellet attedace ad outstadig feedback. The ICD has progressed to become oe of the most importat ad impactful busiess ad leadership orgaizatios i Caada, thaks largely to the stewardship of the ICD Natioal Board of Directors, uder the guidace of our Board Chair, Dr. Gail Cook-Beett. I her ie years o the Board, Gail has guided the ICD s evolutio ad advacemet ad we thak her for her dedicatio to outstadig goverace i Caada. We look forward to cotiuig our trajectory of growth ad impact as we welcome our ew Board Chair, Lida Hohol. We have a ambitious strategy oe that caot be realized without the support of our members. We pla to ot oly build our orgaizatio, but also the kowledge ad capacity of directors to create better boards, that make better decisios, for a better Caada.

5 ICD 2018 ANNUAL REVIEW 5 As we avigate ew waters, it is the role of directors to help chart the right course for their orgaizatios. RAHUL K. BHARDWAJ Presidet ad CEO, Istitute of Corporate Directors

6 6 ICD CORPORATE GOVERNANCE The ICD Natioal Board (the Board) is resposible for the stewardship of the ICD ad for supervisig the maagemet of the busiess ad oversight of the orgaizatio s affairs. NATIONAL BOARD COMPOSITION The Board is composed of ICD members represetig the various regios of Caada. All directors are idepedet voluteers. Board diversity is a priority for the ICD, ad we cotiue to strive for diversity o our Board i terms of geder, ethicity, age, busiess experiece, fuctioal expertise, persoal skills, stakeholder perspectives ad geography. We are proud to have joied the 30% Club, to be a member of the Caadia Geder ad Good Goverace Alliace ad to have formally adopted a ICD Board Diversity Policy madatig at least 30 per cet geder diversity. We curretly have 40 per cet wome o our Board. BOARD COMMITTEES The Board has a Audit Committee ad a Goverace ad Huma Resources Committee. The Audit Committee provides oversight of fiacial matters, icludig maagemet s assessmet of the pricipal risks to the ICD s busiess. The Goverace ad Huma Resources Committee develops ad recommeds goverace policies ad practices appropriate for the ICD. The Committee also assists the Board with respect to huma resources matters, icludig successio plaig. Photo credit: Jose Fariha

7 ICD 2018 ANNUAL REVIEW 7 STRATEGIC STEPS TO SUCCESS AS WE WORK TO BUILD A BETTER CANADA, WE ARE GUIDED BY FIVE THEMES OUR INNOVATION JOURNEY Better Caada Better Decisios Better Boards THE FIVE THEMES OF OUR STRATEGIC PLAN V. Become the voice to ad for Directors IV. Deliver excellet member & customer experiece III. Eable local leadership II. Deliver dyamic educatio I. Build operatioal excellece Relevat to members, relevat to Caada Educatio Learig Kowledge OUR LEARNING JOURNEY HIGHLIGHTS FROM THE 2018 FISCAL YEAR I. OPERATIONAL EXCELLENCE II. DYNAMIC EDUCATION III. LOCAL LEADERSHIP We are upgradig our customer relatioship maagemet system to improve orgaizatioal performace ad better serve our members. We have ehaced our goverace team to work with our Board of Directors, support our operatioal priorities ad advace the ICD s ow corporate goverace. A commitmet to cosistetly ehace the ICD culture ad values has cotiued through extesive traiig of all ICD Natioal office staff, icludig a series of comprehesive corporate culture ad goal-settig exercises. There were 539 graduates from 15 Directors Educatio Program sessios across Caada, with 466 ICD.D desigatios awarded. The Not-for- Profit Program saw 343 graduates from 10 sessios, with 49 scholarships awarded, ad there were 810 attedees at 24 short courses across the coutry. We piloted the ICD Executive Boardroom Educatio Program, joitly developed by the ICD ad the Rotma School of Busiess, to provide seior executives with kowledge ad strategies to improve iteractios with their orgaizatios Board of Directors. I total, the ICD hosted ie webiars that received 5,500 views. I respose to the ubiquitous #MeToo movemet, a webiar was produced for members to provide further educatio o how to react to ad protect their orgaizatios from sexual miscoduct claims. More tha 450 participats egaged i the sessio. I partership with CPA Caada, we expaded our short course offerigs to iclude Board Oversight of Strategy. The course was desiged to teach participats how to effectively cotribute to board oversight activities i differet situatios ad busiess eviromets. Our Digital Director Course was created to assist directors with matters related to cybersecurity, digital ad social media some of the most complex ad rapidly evolvig areas of board cocer. The Crow Director Effectiveess Program was restructured with the support of our ew Natioal Academic Director, Richard Diceri, formerly a federal deputy miister, head of the Alberta Public Service ad a adjuct professor at the Ivey Busiess School. Four Bertram Scholarships were awarded by the ICD s Caadia Foudatio for Goverace Research, which fuds leadig research o goverace issues. ICD chapters collectively hosted 111 evets across Caada i 2018 that examied a rage of topics icludig egagig with Idigeous busiess to goverace i the digital era to the board s role i corporate culture. We lauched the ICD Premiers Series i Halifax with the Ho. Stephe McNeil, Premier of Nova Scotia. This series allows ICD members to better uderstad the directio of their provice ad provides political leaders a valuable opportuity to hear the perspectives of some of the most seior busiess ad orgaizatioal leaders i their provice. The ICD hosted a itimate breakfast i Toroto with board diversity advocate ad Fouder of the 30% Club, Dame Helea Morrissey.

8 8 IV. EXCELLENT MEMBER AND CUSTOMER EXPERIENCE V. VOICE TO AND FOR DIRECTORS Overall membership grew from 12,328 to 13,573, a icrease of just over 10 per cet. Board membership grew from 518 to 599, a icrease of over 15 per cet. The ICD s 2018 Natioal Coferece ad Fellowship Awards Gala i Vacouver brought together over 600 directors from across the coutry to egage i coversatios examiig trade, blockchai, social licece, iovatio ad leadership character. The gala s keyote address was delivered by the Rt. Ho. Beverley McLachli, former chief justice of the Supreme Court of Caada. Give the impedig legalizatio of caabis, the ICD hosted a idepth discussio i St Joh s o the goverace challeges facig this ew idustry. The Director Joural magazie cotiues to stay ahead of major issues by providig i-depth editorial cotet. This year marked the itroductio of the Director s Dilemma colum, focusig o a variety of questios ad challeges discussed ad debated i the boardroom. I 2018, Director Joural bega appearig i Air Caada s Maple Leaf louges, exposig 110,000 additioal readers to the publicatio. The ICD s BoardIfo Service performed 390 customized research reports for members i 2018, with topics ragig from director compesatio to successio plaig. We lauched a customized Crow Director Portal i 2018 that provides members servig o or lookig to serve o Crow ad agecy boards with all of the iformatio they eed to be effective i their roles. At the ICD s 2018 aual geeral meetig, Caada s Miister of Fiace, the Ho. Bill Moreau, addressed the importace of effective corporate goverace ad discussed the federal govermet s priorities to icrease Caada s global competitiveess. ICD s presidet ad CEO addressed the Caada-U.K. Chamber of Commerce i the British House of Lords to discuss how Caada s corporate goverace ca be our global competitive advatage. While i the U.K., the ICD met with leadig global busiess orgaizatios, icludig the Istitute of Directors, the Cofederatio of British Idustry ad the Iteratioal Corporate Goverace Network. I partership with Osler, Hoski & Harcourt LLP, a cross-coutry pael tour focused o the results of a firstever joit atioal report o M&A activity i Caada ad what directors eed to kow. A opiio piece i the Fiacial Post, writte by ICD s presidet ad CEO, provided a outlook o the top issues facig boards i The colum was picked up by Postmedia outlets atiowide. The Globe ad Mail shared with its readers a opiio piece by the ICD s presidet ad CEO o the shiftig role of the corporate director. I recogitio of Iteratioal Wome s Day, a opiio piece makig the competitiveess argumet for more geder diversity i maagemet teams was co-writte by the ICD s presidet ad CEO ad the presidet ad CEO of the Busiess Coucil of Caada, Joh Maley, ad published i the Fiacial Post. The Director Les surveys sought to gauge the perspectives of Caada s busiess leaders o issues related to trade, the ecoomy ad society. The results produced practical isights used to better steer our member service focus ad directio. The results of the sprig ICD Director Les survey received sigificat media attetio, icludig from BNN Bloomberg, CBC, the Fiacial Post ad others. The ICD s bi-weekly commuiqué, Director Les, itroduced last fiscal year, cotiues to provide members with updates o timely boardroom issues.

9 ICD 2018 ANNUAL REVIEW 9 10 % + Social Media Membership Growth Overall membership grew from 12,328 to 13,573 This represets a icrease of just over 10% 15 + % Board Membership Growth Board membership grew from 599 This represets a icrease of over 15% % 1,500 BoardIfo Service The ICD s BoardIfo Service received 390 research requests This represets a icrease of 16% Our research team hadles a average of 1-3 custom research requests per day This represets a icrease of 13% There are over 1,500 resources i the ICD s goverace library I Jauary 2018, the ICD lauched the Crow Director research portal Egagemet ICD s Twitter accout garered a total of: 557,300 impressios 22,949 profile visits ICD icreased its LikedI followers by 20%, for a total of 532 ew followers 31 % + Directors Register Webiar Attedace I 2018, the ICD hosted ie webiars that received 5,500 views, 70% of which were live 90 % Chapter Evets ICD chapters hosted a total of 111 evets across Caada Overall satisfactio was 90% There were 513 board postigs This represets a icrease of board postigs of 31%

10 10 EDUCATION HIGHLIGHTS Directors Educatio Program 539 graduates from 15 sessios across Caada with 466 ICD.D desigatios awarded Not-for-Profit Program 343 graduates from 10 sessios across Caada with 49 scholarships awarded Short Courses 810 attedees at 24 courses across Caada

11 ICD 2018 ANNUAL REVIEW 11 MEMBERSHIP ICD BY THE NUMBERS Cumulative as of Jue 30, 2018 YEAR MEMBERS BOARD MEMBER COMPANIES , , , , IMPACT OF EDUCATION MEMBERSHIP BREAKDOWN BRITISH COLUMBIA 1,934 CALGARY 1,951 EDMONTON 859 INTERNATIONAL 355 MANITOBA 617 MARITIME 738 NEWFOUNDLAND AND LABRADOR 269 ONTARIO 4,224 OTTAWA 621 QUEBEC 1,143 SASKATCHEWAN 479 SOUTHWESTERN ONTARIO 383 YEAR COURSE GRADUATES ICD.D DESIGNATION HOLDERS ,623 4, ,011 3, ,574 3, ,431 2,929 TOTAL GRADUATES BY COURSE YEAR DEP* NFP* SHORT COURSES ,455 3,643 4, ,916 3,322 3, ,389 2,981 3, ,874 2,727 2,830 DEP = Directors Educatio Program NFP = Not-for-Profit Program

12 12 HUNDREDS OF CANADA S TOP DIRECTORS GATHERED IN VANCOUVER FOR THE ICD S ANNUAL NATIONAL CONFERENCE AND FELLOWSHIP AWARDS GALA ON MAY 30-31, THE EVENT BROUGHT TOGETHER SOME OF THE COUNTRY S MOST RESPECTED DIRECTORS AND BUSINESS LEADERS. THE FUTURE OF CANADIAN TRADE The sessio focussed o the ature of Caada s future trade relatioships, from NAFTA ad beyod, with a cocetratio o the implicatios of supply maagemet reform, global security issues, itegratio of trasportatio systems ad the flow of goods across our borders. SOCIAL LICENCE IN VOLATILE TIMES Orgaizatios that fail to obtai social licece do so at their peril. This sessio examied how boards must go beyod a arrow defiitio of their legal duty i order to provide effective stewardship ad oversight. BALANCING RISK AND INNOVATION IN THE BOARDROOM This sessio explored maitaiig a competitive advatage while uderstadig the factors to cosider whe balacig iovatio ad risk maagemet. This is of the utmost importace to today s boards, ad it ivolves a delicate balace. GOVERNANCE IN THE BLOCKCHAIN AGE It s importat that directors are prepared for the effects it will have o their orgaizatio s busiess models ad to evaluate ad use blockchai to drive growth ad create log-term value. Directors were ecouraged i this sessio to make sure their orgaizatios have accurate data which is prerequisite for buildig successful blockchai solutios. Coferece lucheo Social Licece Pael Coferece delegates Vacouver Port Authority boat tour

13 ICD 2018 ANNUAL REVIEW 13 Corporate goverace is o loger oly about esurig short & log term retur to shareholders; other costituecies have to be part of the corporate leader s picture. BEVERLEY MCLACHLIN, Former Chief Justice of Caada Pollster Nik Naos delivers the keyote address 2018 Fellowship Award wiers Left to right: Fioa Macdoald, Rya Resch, Amada Voegeli Coferece co-chair, Ho. David L. Emerso Photo credit: Cayley Taylor

14 14 NATIONAL BOARD MEMBERS LUC BACHAND ICD.D Motreal, QC YAPRAK BALTACIOGLU ICD.D Ottawa, ON GAIL COOK-BENNETT CHAIR C.M., PhD, F.ICD Toroto, ON ISABELLE COURVILLE Motreal, QC HON. GARY ALBERT FILMON PC, O.C., O.M., LL.D, ICD.D Wiipeg, MB LINDA HOHOL Calgary, AB SENIOR MANAGEMENT TEAM RAHUL BHARDWAJ LL.B, ICD.D Presidet ad Chief Executive Officer SARI DIAMOND LL.B Corporate Secretary PATRICIA FLETCHER Vice Presidet, Educatio MATTHEW FORTIER Vice Presidet, Policy KEN GIBSON CPA, CA, CMC, CBV Chief Admiistrative Officer

15 ICD 2018 ANNUAL REVIEW 15 JOHN K.F. IRVING M.S.M., ICD.D Sait Joh, NB ANDREA ROSEN Toroto, ON MAC VAN WIELINGEN F.ICD Calgary, AB JO MARK ZUREL FCPA, FCA, ICD.D St. Joh s, NFLD ROBERT PARÉ Westmout, QC (Joied September 2018) At a time of upheaval amog govermets ad corporatios, Caada s high stadards of goverace ca act as a beaco i the flight to quality. But this will oly happe if all of us actively promote the idea that strog boards make strog orgaizatios, make a strog coutry ad a stroger, safer world. RAHUL K. BHARDWAJ Presidet ad CEO, Istitute of Corporate Directors

16 BRITISH COLUMBIA FIONA MACDONALD MBA, ICD.D Corporate Director CALGARY ROBERT PEARCE MBA, ICD.D Director, ATB Fiacial EDMONTON JANE HALFORD FCA, ICD.D Co-Fouder, BOLT Trasitio Ic. MANITOBA TOM BRYK FCPA, FCA, ICD.D Presidet ad CEO, Cambria Credit Uio MARITIME DAVID NUNN CPA, CA, ICD.D CEO ad CFO, Ceteial Group Ltd. NEWFOUNDLAND AND LABRADOR KAREN McCARTHY M.ED, ICD.D Vice Presidet, Commuicatios ad Corporate Affairs, Fortis Ic. ONTARIO ROBERT D. BROUWER FCPA, FCA, ICD.D Vice Chair, KPMG Caada OTTAWA SIMON KENNEDY MSC, ICD.D Deputy Miister, Health Caada OTTAWA SUSAN ST. AMAND CFP, CLU, CHFC, ICD.D Presidet, Sirius Fiacial Services QUEBEC CLEMENS MAYR LL.B Parter, Securities ad Corporate Law, McCarthy Tétrault LLP SASKATCHEWAN IRENE BOYCHUK FCPA, FCA Parter, EY SASKATCHEWAN CORY J. FURMAN LL.B, C.DIR Parter, Itellectual Property, Furma IP Law & Strategy PC SOUTHWESTERN ONTARIO SOUTHWESTERN ONTARIO WARREN GRANGER CPA, CA, LPA Parter, EY JACINDA REITSMA CPA, CA CFO, Coestoga College Istitute of Techology ad Advaced Learig

17 Left to right: Rahul Bhardwaj, Ho. Stephe McNeil, Premier of Nova Scotia, Kare Hutt, CEO of Nova Scotia Power, David Nu, outgoig Maritime Chapter Chair, Stephe Aftaas, Maritime Chapter Chair 17 Former U.S. ambassador to Caada, David Jacobso Federal Fiace Miister, Ho. Bill Moreau Left to right: Dame Helea Morrissey Gail Cook-Beett PETER HALL Vice-presidet ad chief ecoomist, Export Developmet Caada

18 2019 ICD NATIONAL CONFERENCE & FELLOWSHIP AWARDS GALA JUNE 5 & 6, 2019, TORONTO CHANGING OUR MINDS CHANGING OUR BOARDROOMS RETHINKING TRADE, TECHNOLOGY, TALENT AND TRANSFORMATION TO REGISTER, VISIT icd.ca/coferece x225 coferece@icd.ca

19 Yoge Street Toroto, ON, Caada M5B 2L7 T: Toll-Free: icd.ca ICD Official Natioal LikedI