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Governance in Canada

  • 7 June 2022

This event is part of the Governance around the world series of events. This series aims to equip investors and multi-national organizations with an understanding of national approaches to governance and prevailing imperatives.

Canada’s system of corporate governance is derived from the British common law model, with a unitary board structure, and strongly influenced by developments in the United States. While corporate governance practices in the United Kingdom and the United States are similar in many respects, where there are differences Canadian practice usually falls somewhere in between. 

 

In 1994, the Toronto Stock Exchange accepted guidelines for board governance outlined in a report titled “Where Were the Directors?” developed by a committee chaired by Peter Dey. This report received global recognition and achieved a tangible strengthening of governance in Canadian corporates. The report tackled issues particular to the country at the time – growing internationalization and technological impacts. The effects of the initial guidelines are, today, familiar to most, in particular the principles concerning board independence and oversight.

 

In 2021, Peter Dey together with Sarah Kaplan released an update on this report “360º Governance: Where are the Directors in a World in Crisis?”. Again this report tackles issues of increasing governance importance, in this case, the global crises and how directors should behave during such times.

 

David Beatty, is known as one of the world’s “most experienced corporate directors and educators”. As an educator, David practices as a Professor at the University of Toronto’s Rotman School of Management where he teaches corporate strategy and corporate governance. More than this, David is expected to comply with Canada’s governance legislation and makes use of guidance such as Peter and Sarah’s report, in his many chair and company director roles.

 

Helle Bank Jorgensen is also well known for her drive to develop Competent Boards, especially in the area of ESG and the impacts of Climate Change.

Peter-Dey
  • Peter Dey
CB_BANK-JORGENSEN_helle_498_1000px (1)
  • Helle Bank Jorgensen
David Beatty
  • David Beatty

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Peter Dey

Paradigm Capital, Chair

Peter resides in Toronto. He has been chairman of Paradigm Capital, an independent investment dealer, since 2005. Peter is a director of Gran Tierra Energy and chairs The Nominating and Corporate Governance Committee and is a member of The Compensation and The Health, Safety and Environment Committees.

Peter is past chair of the Private Sector Advisory Group established by the International Finance Corporation focused on improving governance in emerging markets and is a past member of the International Advisory Committee of the Chinese Securities Regulatory Commission.

Peter holds several corporate directorships including: Addax Petroleum. Chair, CP Ships, Caracal Energy, Enablence Technologies, GE Canada, Goldcorp and Stelco. Peter has also recently retired as a trustee of the Massachusetts Museum of Contemporary Art.

Peter’s experience includes:
Osler, Hoskin & Harcourt
Partner specializing in corporate board issues and mergers and acquisitions from 2001 to 2005 and prior to that from 1985-1994 and from 1973-1983

Morgan Stanley
Managing Director and Chairman of Morgan Stanley Canada (1994-2001)

Toronto Stock Exchange
From 1993-1995 chaired the Toronto Stock Exchange Committee on corporate governance which established guidelines for the governance of Canadian corporations (also known as the “Dey Report”).

Ontario Securities Commission
OSC Chair from 1993-1995

Recognitions:
2001: Fellow of the Canadian Institute of Corporate Directors
2011: International Corporate Governance Network Award for distinguished work internationally in corporate governance
2012: Bertha Wilson Distinguished Alumni Award
2013: Osler, Hoskin & Harcourt Distinguished Alumni Award
2014: Canadian Society of Corporate Secretaries “Peter Dey Award in Corporate Governance”

Helle Bank Jorgensen

CEO, Competent Boards

Helle Bank Jorgensen is an internationally recognized expert on sustainable business practices, with a 30-year record of turning environmental, social, and governance (ESG) risks into innovative and profitable business opportunities. She works with many global Fortune 500 board members and executives, as well as smaller companies and investors.

 

Helle is the founder and chief executive of Competent Boards, which offers online climate and ESG programs that draw on the experience of over 150 renowned board members, executives, and investors. Hundreds of directors and senior executives have enrolled in these programs to mitigate the risks and seize the opportunities presented by ESG and climate change.

 

A regular keynote speaker at major events, Helle is also the author of the newly published book Stewards of The Future: A Guide for Competent Boards, an Amazon bestseller. This book shows boards must have the insight and foresight to ask the right questions of management on complex issues such as climate change, ESG, corruption, cybersecurity, human trafficking and supply-chain resilience to realize long-term profits and sustainability.

 

Helle serves at:

  • Nasdaq Center for Board Excellence’s Sustainability & ESG Insights Council;
  • World Economic Forum (WEF) Expert Network for Corporate Governance, Leadership, and Emerging Multinationals;
  • His Royal Highness Prince of Wales A4S (Accounting for Sustainability) Global Expert Panel;
  • The Non-financial Digitisation Working Group of the Impact Management Project (IMP);
  • The Reuters Panel of Expert Judges for the Responsible Business Awards;
  • Canadian Climate Governance Experts –- a Commonwealth Climate & Law Initiative.

She has served as the Chair of the European Sustainability Reporting Association (ESRA), the Global Compact Network Canada, Datamaran, and as a member of the Sustainability Advisory Panel of the American Institute of Certified Public Accountants (AICPA), and the Sustainability Policy Group of the Institute of European Accountants (FEE).

 

She trained as a business lawyer and state-authorized public accountant (CPA) in Denmark, and holds a master’s degree in business administration and auditing. She is a former PwC audit and advisory partner in Denmark and the United States, leading the firm’s sustainability and climate practices.

Helle has pioneered corporate reporting of ESG as part of the widening recognition that environmental, social, and governance issues are a crucial contributor to any organization’s success—or failure. She created the world’s first “green account” based on lifecycle assessment, and the first integrated annual report that combines ESG with financial performance. She has worked on natural capital accounting for the International Finance Corporation and the World Bank.

 

In 2020 she was awarded the Global Impact Award and named one of “5 people in ESG to look out for,” and she was recently selected as one of LinkedIn’s Top Voices in the Green Economy in the US and Canada for 2022. Helle is also the author of many thought-leading articles.

David Beatty

David R. Beatty C.M., OBE Board Governance Expert

Professor David R. Beatty C.M., O.B.E., F.ICD, CFA spent a decade managing one of North America’s largest food companies. Over his career he has served on 39 different boards of directors in Canada, America, Mexico, Australia and England and been chairman of 9 public companies.

 

He was the founding Managing Director of the Canadian Coalition for Good Governance (2003-2008), an organization that represents 50 institutional investors with ~C$3 trillion of assets under management.

 

David is a Professor at the University of Toronto’s Rotman School of Management where he teaches corporate strategy and corporate governance.

 

He is the creator of the Directors Education Program (DEP) and remains curriculum overseer. The DEP has trained over 5,000 Canadians in a rigorous 12 day course.

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