Chart The Future

A principled approach

to navigating rising

expectations

for boards of directors


“The status quo for boards in this country is not an option. They must evolve to meet the challenges of today and position themselves to meet the even higher expectations that will be placed on them tomorrow.”


About the report

Boards of directors today face an increasingly dynamic and digital world with new geopolitical, environmental and social challenges and rising expectations from a diverse group of stakeholders. In a world that is changing at an extraordinary rate, it’s more important than ever that boards of directors think differently about how they master their jobs as directors, how they assess risk, how they evaluate strategy, how they select executive leadership and measure performance, and how the organizations they oversee are ultimately governed.

Recognizing this, TMX Group Limited and the Institute of Corporate Directors formed a diverse, 13-member committee of eminent directors and governance experts with the mandate to study the current state of corporate governance in Canada and outline recommendations for practical guidance to ensure Canadian boards are well-equipped to meet new challenges and rising expectations.

The resulting report calls for the strengthening of Canadian corporate governance to address the challenges and new risks that organizations face today, and highlights the imperative for boards to address rising expectations in a multi-stakeholder world. The report is the product of more than two years of work and critical evaluation by the committee, and represents a principled approach to advancing the state of corporate governance in Canada.

The committee's report is designed to provide guidance for directors of companies and organizations of all sizes across Canada’s business community, reflecting their diverse needs and resources, including Canada’s unique public venture market that enables small companies to become public companies.

Join in the conversation

Throughout 2023, TMX and ICD invite you to attend a series of events to discuss the key principles outlined in the report and to foster discussion to advance governance in Canada.

Registration is now available for the upcoming sessions in the series, which will take place on February 21 and March 27, 2023.

Our Committee Members

Rahul K. Bhardwaj

Rahul K. Bhardwaj

Co-Sponsor

Rahul Bhardwaj, ICD.D, LLB, is President and CEO of the Institute of Corporate Directors, a Canadian not-for-profit association of more than 16,000 members committed to improving national outcomes by growing the board leadership and governance capacities within Canadian businesses, agencies and not-for-profits. Mr. Bhardwaj currently serves on the boards of Waterfront Toronto, the Institute of Corporate Directors, the Canadian Foundation for Governance Research as well as the Leader Council at the Ian O. Ihnatowycz Institute for Leadership at Ivey Business School. He is also Chair, Global Network of Director Institutes and Director Emeritus at the Rideau Hall Foundation. His corporate governance vision has made Mr. Bhardwaj a sought-after presenter, speaker and media commentator, in Canada and across the globe.

Cheryl L. Graden

Cheryl L. Graden

Co-Sponsor

Cheryl Graden, LLB, LLM, ICD.D, is Chief Legal & Enterprise Corporate Affairs Officer and Corporate Secretary, TMX Group. She is also an officer of TMX Group Limited and its subsidiaries and a member of the TMX Group Executive Committee. Ms. Graden has responsibility for advising TMX Group on all legal and regulatory issues that arise out of its operations and business initiatives. Over the last few years, the scope of her role has expanded to include the oversight of Enterprise Risk Management, Government Relations and Corporate Communications to ensure alignment in our enterprise approach across all stakeholder groups. Ms. Graden began her legal career at Torys LLP in 1996 and joined TMX Group in 2004 as Chief Legal Officer at NGX in Calgary. Her role expanded over the years to encompass additional responsibilities, including the Canadian Depository for Securities’ legal and regulatory affairs. In January 2013, Ms. Graden was promoted to Vice President, Cash Clearing and Energy. She is an acknowledged expert in energy and clearing and has been a regular speaker on these topics across North America. In addition to an undergraduate degree from the University of Alberta, Ms. Graden earned Bachelor of Laws and Masters of Law (Securities) degrees from Osgoode Hall Law School and is called to the Bar of Ontario. She is a Member of the Law Society of Upper Canada.

Raymond Chan

Raymond Chan

Member

Raymond Chan, CPA, is a corporate director and has been serving on the board of TELUS Corporation since 2013. He retired from the oil and gas industry in 2019 after a career spanning almost 40 years. He was employed by Baytex Energy since 1998, serving in various capacities over the years as Chief Financial Officer, Chief Executive Officer, Executive Chair, Independent Chair, and Lead Independent Director. In addition to having served on the boards of a number of public and private oil and gas entities, Mr. Chan was also a director at TMX Group and Alberta Children’s Hospital Foundation.

Jean Paul (JP) Gladu

Jean Paul (JP) Gladu

Member

Jean Paul (JP) Gladu, ICD.D, is Principal of Mokwateh. He previously served as the President and CEO of the Canadian Council for Aboriginal Business (CCAB) from September 2012 until April 2020. In 1993, Mr. Gladu completed a forestry technician diploma and then pursued an undergraduate degree in forestry from Northern Arizona University in 2000. He currently holds an Executive MBA from Queen’s University as well as an ICD.D designation from the Rotman School of Management at University of Toronto. Currently, JP serves on the board of Suncor, the Institute of Corporate Directors, Broden Mining, First Nations Major Projects Coalition Advisory Centre, Chair of Canada’s Forest Trust and the Boreal Leadership Champions, as well as BHP’s International Forum for Corporate Responsibility committee. He’s a senior fellow with the Macdonald-Laurier Institute and past Chancellor of St. Paul’s University College Waterloo from 2017 to 2020. Earlier Mr. Gladu served on the Board of Ontario Power Generation, Noront Resources, and as Chair of Mikisew Group of Companies.

Dexter John

Dexter John

Member

Dexter John, LLB, ICD.D, is the President and Chief Executive Officer of Morrow Sodali (Canada) Ltd. Mr. John is responsible for the North American business where he leads a team of experienced governance and financial professionals. With over 25 years of experience in capital markets, Mr. John has a strong knowledge of corporate law and deep corporate governance experience, including with new and innovative sectors of the economy. He is a director of Organigram, where he chairs the Investment Committee, he is a director of the Financial Services Regulatory Authority (Ontario), and recently he was Chair of Partners Real Estate Investment Trust.

Colleen Johnston

Colleen Johnston

Member

Colleen Johnston, FCPA, FCA, currently serves on the boards of Shopify, McCain Foods, Q4 and Private Debt Partners. Ms. Johnston is Chair of Unity Health Toronto, which includes St. Michael's Hospital, St. Joseph's Health Centre, and Providence Healthcare. She previously served as the Chair of Bridgepoint Health and the Heart & Stroke Foundation of Ontario. Ms. Johnston retired from TD Bank Group in 2018. Prior to this, she was the Group Head Direct Channels, Technology, Marketing and Corporate & Public Affairs, TD Bank Group. Ms. Johnston served as TD’s Chief Financial Officer from 2005-2015.

Monique F. Leroux

Monique F. Leroux

Member

Monique Leroux, C.M., O.Q., FCPA, F.ICD, is Senior Advisor (Non-Executive) of Fiera Capital and serves as an independent board member of global companies such as Michelin, BCE, Couche-Tard and Lallemand Inc. She chairs Michelin’s ESG Committee as well as Bell’s Corporate Governance Committee. As such, she contributes her broad international business experience as Former Partner of Ernst and Young (EY), Past Chair of the Board and Chief Executive Officer of Desjardins Group and Chair of the Board of Investissement Québec. Ms. Leroux is a Companion of the Canadian Business Hall of Fame (2018) (CBHF) and the Investment Industry Hall of Fame (IIAC). In addition, Ms. Leroux is a Member of the Order of Canada, an Officer of the Ordre national du Québec, a Chevalier of the Légion d’honneur (France) and a recipient of the Woodrow Wilson Award (United States). She has been awarded Fellowship by the Ordre des comptables professionnels agréés du Québec and the Institute of Corporate Directors and holds honorary doctorates and awards from ten Canadian universities in recognition of her contribution to the business sector and to the community. She is also a Director Emeritus and was a member of the Executive Committee of the Rideau Hall Foundation. She has also published 3 books.

A. Anne McLellan

A. Anne McLellan

Member

Hon. A. Anne McLellan, P.C., O.C., A.O.E., F.ICD, is a Senior Advisor to Bennett Jones and serves on the board of Summit REIT II and the Institute of Corporate Directors. She has served on the boards of legacy Agrium (now known as Nutrien), Cameco and Nexen, an oil and gas company. Among her many community commitments, she is chair of the boards of Pearson College UWC, TELUS Edmonton Community Board, and the Institute for Research on Public Policy. She also serves on the board of CIFAR. Ms. McLellan served four terms as the Liberal Member of Parliament for Edmonton Centre. During her tenure, Ms. McLellan was Deputy Prime Minister of Canada and Minister of Public Safety and Emergency Preparedness, Minister of Health, Minister of Justice, and Minister of Natural Resources. Ms. McLellan was Dalhousie University’s seventh chancellor from May 2015 until May 2020. Recently, Ms. McLellan chaired the Task Force on Cannabis Legalization and Regulation.

Heather Munroe-Blum

Heather Munroe-Blum

Member

Heather Munroe‐Blum, O.C. O.Q. PhD FRSC F.ICD, is Chairperson of the Board of CPP Investments, and served as a distinguished university leader for over a decade as Principal and Vice Chancellor (President), McGill University, and previously as Vice‐President (Research and International Relations) at the University of Toronto. With expertise developed over decades as a senior researcher, advisor, and contributor in the fields of psychiatric epidemiology, public policy, governance, and research and development, she has served on numerous public company boards including Four Seasons Hotels, the Royal Bank of Canada, Alcan, and CGI Group, and a multitude of non-profit boards, national and international special commissions, and task forces. She is currently also Chair of the Gairdner Foundation, Special Advisor to McGill’s Microbiology, Immunology and Infectious Diseases Consortium, co-founder and Co-Chair, with Lawrence Tanenbaum and Guy Rouleau, of The Tanenbaum Open Science Institute, member of the board of CASBS at Stanford, and member of the Trilateral Commission.

Robert L. Pace

Robert L. Pace

Member

Robert Pace, C.M., D.Comm, LLB, is past Chair of the Board of Directors of CN, Chair of the Board of Directors of High Liner Foods Incorporated, and President and Chief Executive Officer of The Pace Group (radio broadcasting, real estate development, and environmental services). He began his professional career practising law in Halifax. In 1981, he accepted an appointment to act as the Atlantic Advisor to the Prime Minister of Canada, the Right Honourable Pierre Elliott Trudeau, in Ottawa.

Indira V. Samarasekera

Indira V. Samarasekera

Member

Indira Samarasekera, O.C., PhD, FRSC, FCAE, is a director of Magna International, TC Energy, Intact Financial and Stelco and was a director of the Bank of Nova Scotia for over twelve years. She is a member of the advisory board for Canada's Outstanding CEO of the Year Award and the Trilateral Commission. Internationally recognized as one of Canada’s leading metallurgical engineers, Dr. Samarasekera is Senior Advisor at Bennett Jones LLP where she advises clients on mining, oil and gas, and environmental matters.

Barbara G. Stymiest

Barbara G. Stymiest

Member

Barbara Stymiest, C.M., FCPA, FCA, is a corporate director. She is a former member of the Group Executive for the Royal Bank of Canada, a former CEO of TMX Group, Executive Vice President and CFO at BMO Capital Markets, and Partner of Ernst & Young LLP. She currently serves on the boards of George Weston Limited, President’s Choice Bank, and Sun Life Financial Inc. She is also the Vice Chair of AGE-WELL and a director of CIFAR.

Mac Van Wielingen

Mac Van Wielingen

Member

Mac Van Wielingen, F.ICD, is an investment management executive, corporate director, entrepreneur and philanthropist. He is Co-Founder and Chairman of Viewpoint Investment Partners (VIP), an investment management company offering specialized strategies to high net-worth families and institutional investors. He is a Founder, Director (1989 - 2018), and Partner (Present) of ARC Financial Corp., the largest private equity investment management company in Canada focused on the energy sector; and a founder and former Chair (1996-2016) of ARC Resources Ltd., a leading Canadian oil and gas producer. Van Wielingen joined the inaugural Board of Directors of Alberta Investment Management Corporation (AIMCo) in 2007 and served as Chair from 2014-2017. AIMCo currently manages over $160 billion for 32 Alberta based clients. Van Wielingen served on the board of directors of the Institute of Corporate Directors (F.ICD) (2018-2022) and is a member of the Chart the Future Committee sponsored by the ICD and TMX Group. He is a founding partner of the Creative Destruction Lab – Rockies (CDL-R) and Co-Founder and former Chair (2012-2020) for the External Advisory Group of the Canadian Centre for Advanced Leadership (CCAL) at the Haskayne School of Business at the University of Calgary. He is Co-Founder, vice chair, and director (2019-2021) and now Chair (2022) of the Business Council of Alberta (BCA), created for the purpose of “making life better” for Albertans and all Canadians. In 2019, he served on the advisory committee that created the Alberta Indigenous Opportunities Corporation (AIOC), and from March 2020 to July 2022 he served on the Premier’s Economic Recovery Council in Alberta. Most recently, in December 2022, the Governor General of Canada appointed Mac to the Order of Canada for his visionary leadership in governance and corporate responsibility, and for his advocacy of transformative philanthropy.

Resources

21st century boards

The Business Lawyer ()

Forbes ()

Gaffney, Tony ()

Harvard Business Review ()

High Meadows Institute/Tapestry Networks ()

Michael Lee-Chin Family Institute for Corporate Citizenship, Rotman School of Management, University of Toronto ()

Stanford Closer Look Series ()

Wharton School ()

Role of the corporation in society

Canadian Centre for the Purpose of the Corporation ()

Economist ()

Financial Times ()

Forbes ()

Institute of Corporate Directors ()

McKinsey & Company ()

©2023 Institute of Corporate Directors and TMX Group