Agenda

Crown Corporate Governance - Agenda
Wednesday, January 20th, 2010

Opening Remarks from the Chair
Carol Hansell
Senior Partner, Davies Ward Phillips & Vineberg LLP

Managing Autonomy and Accountability in the Relationship Between Crown and Government
David Brown
Executive Director, Brown Governance

Crown corporations are set up to carry out public policy at “arm’s length” from government. But with increasing scrutiny on
crown corporations, governments often cut back on the board’s delegation of authority, especially in times of controversy or
imminent or front-page scandals. Finding the right balance between the independence of a crown corporation and the
requirements to meet government demands and public interest has been an issue for crowns for some time but perhaps more
so now than ever.

This session will offer practical guidance on managing this relationship, including a frank assessment of what “arm’s length”
looks like on paper versus how it is played out in the real world.

Update and Best Practices for IFRS Implementation for Crown Corporations: What You Do and Do Not
Need to Do
Ian P.N. Hague, CA
Principal, Accounting Standards, Accounting Standards Board-Canada
Clary Ottman
Vice President, Finance & Comptroller, Canada Post Corporation

The uncertainty and speculation with respect to crown corporations’ requirements to comply with International Financial Reporting
Standards (IFRS) should soon be over. Additionally, many organizations who have started implementation are finding challenges in
key areas. This session will provide an update from the Accounting Standards Board on IFRS for crown corporations from a governance
perspective as well as offer practical tips and best practices on managing the implementation of IFRS.

Update from the Accounting Standards Board: who does IFRS apply to and what are the timelines for implementation?
Understanding IFRS from a governance perspective: impact of IFRS on boards, especially audit committees
What are the specific requirements for crown corporation boards and executives with respect to IFRS implementation?
Saving time and resources: assessing what you do not need to do with IFRS implementation
Lessons learned: IFRS, change management and making it work

Integrating Strategic Planning and Enterprise Risk Management in Crown Corporations
Watson Gale
VP, General Counsel and Corporate Secretary, Canadian Blood Services
Ken Mylrea
Director, Corporate Risk

Canada Deposit Insurance Corporation Crown corporations use strategic planning processes to develop strategies and
plans directed at ensuring that they will fulfill their mandates. And, most Crown corporations now recognize the value of
implementing enterprise risk management to ensure and demonstrate that the significant risks that could impede them
in fulfilling their mandates are identified and managed. But, few have recognized strategic planning and risk management
as two sides of the same coin. Integrating these two processes is crucial for ensuring that strategies and plans are directed
at accomplishing the most critical issues facing the organization.

Among other things, in this session you will learn:

The linkages between strategic planning and enterprise risk management
The differences between public sector planning and risk management versus that in the private sector
The roles and responsibilities of the corporation’s board of directors and management as they relate to strategic planning
and enterprise risk management
What boards of directors and management can do to enhance the integration of strategic planning and enterprise risk
management

Conducting Effective Board Assessments and Benchmarking Your Organization Against Your Peers
John T. Dinner
President, John T. Dinner Board Governance Services

Performance assessments of board and individual directors are expected of all crown corporations and are important and
effective tools to help improve overall governance oversight. When undertaken methodically, strategically and constructively,
they can serve to strengthen overall board performance and the contribution of individual directors by affirming strengths and
identifying opportunities for improvement while fostering the trust and confidence of key stakeholders. While basic compliance
is easy to achieve, accurately identifying those issues and opportunities impacting good governance and board effectiveness
takes time.

This session will address the processes and critical issues to ensure successful board and director evaluations. Issues
covered will include:

Looking at different assessment approaches and models
Developing the tools, templates and methods needed for successful board and director assessments
Issues impacting board and director support and buy-in for this critical governance process
Acting on assessment results to ensure constructive outcomes and improved performance going forward
An overview of best practices relative to other crown boards
Lesson learned: insights on how to avoid the potential pitfalls and setbacks in board assessment

Assessing the State of Board and CEO/Executive Compensation and Disclosure in an Era of Increased
Expectations and Scrutiny on Crown Corporations
David Brown
Executive Director, Brown Governance

The bar has been raised for boards and executives of crown corporations and along with this comes challenges with compensation.
As transparency and accountability become paramount, what impact is this having on compensation rates and disclosure? With
pressure from all sides, how are crown corporations managing this highly charged issue?

Understanding the impact of transparency and accountability on compensation and disclosure: does more transparency require
more compensation? Does less transparency mean less compensation?
Managing the disclosure of CEO compensation: aligning crown objectives with communication
Comparing apples to apples and apples to oranges: understanding how rates are set across the country; federal and provincial
comparisons; and public versus private sector comparisons; benchmarking yourself against other crown corporations
Assessing the impact of the Federal Expenditure Restraint Act on board and executive compensation and new limits on remuneration
Recent developments in the private sector impacting public sector compensation and perception – what issues may arise as a
result of the Canadian Securities Administrations (CSA) new executive compensation reporting regime?
Accounting for the public service component of crowns and the relationship to compensation: what is happening to the public
service component?
Best practices for on-going development and maintenance of your compensation structure

Thursday, January 21st, 2010

Opening Remarks from the Chair
Carol Hansell
Senior Partner, Davies Ward Phillips & Vineberg LLP

Addressing the Challenges Associated with Board Training
Lili-Ann Foster
President & CEO, Renaud Foster

Identifying the key challenges with board training:
- Costs involved and how to justify training costs to stakeholders and the public
- Time involved for board members and optimal times to hold board training
- Linking training with effective governance
Best practices for managing the processes around board training and what other organizations are doing
Optimizing resources available and finding cost effective methods
Assessing the needs and tools available for developing a standard training template for all board members and
executives to ensure common knowledge, vocabulary and mindset; sustaining your program
Effectively managing a formal orientation program for your organization
How is the move toward a standard, nation-wide system for director education impacting training at the organization level?

Best Practices in Succession Planning
Elizabeth Watson
President, Watson Advisors Inc.

Achieving buy-in from the board and other key stakeholders to make succession planning a priority
Positioning succession planning as an essential part of your team building process
Building from within – cultivating candidates from inside the ranks of your organization
Planning ahead of time to effectively deal with emergency succession situations
Implementing effective knowledge transfer strategies to smooth the introduction of newly appointed executives

Accountability and Transparency in the Real World: Federal and Provincial Perspectives
Maryantonett Flumian
President, Institute On Governance
Carole Mackaay
General Counsel and Corporate Secretary, VIA Rail Canada
Carrie Roussin
Executive Director, Governance, Treasury Board of Canada Secretariat
Ron Styles
President & Chief Executive Officer, Crown Investments Corporation of Saskatchewan

The Federal Accountability Act (FedAA) was passed in 2006 and many of its provisions and numerous amendments
applied to federal crowns. Provincial crowns are also subject to various accountability legislation. But how do accountability
and transparency play out in the real world rather than just on paper? What do accountability and transparency entail in the
day-to-day operations and how are other crowns handling their requirements in this area? How can you report accountability
and what are the best practices for this requirement?

This panel will address federal and provincial perspectives on accountability and transparency from a practical implementation
view point.

Developing and Disclosing an Effective Governance Manual: National Energy Board
Sheila Leggett
Vice-Chair, National Energy Board

Meeting and Managing Your Access to Information and Privacy Obligations
Sheetal Bedi
Manager, Freedom of Information and Privacy, Liquor Control Board of Ontario (LCBO)
Madeleine G. Bertrand
Director, Corporate Affairs and Access to Information and Privacy Coordinator, Royal Canadian Mint

The Access to Information Act is applicable to most crown corporations under the Federal Accountability Act. Various
provincial and territorial access to information legislation also applies to provincial and territorial crowns. While the intention
is to increase transparency and accountability, many crown corporations are struggling with the day-to-day management of
their access to information requirements. Access to information and privacy can also be a lightening rod for controversy.

Understanding the key documents and requirements of federal and provincial crowns’ access to information requirements
Do subsidiary crowns registered under the Canada Business Corporations Act (CBCA) fall under access to information
legislation or are they excluded?
What are other crowns doing and what are the practices for responding to all access to information requests? What systems
work best?
What items are excluded and what items do you need to keep (board minutes, personnel files, business documents such as
contracts, etc.)?
Understanding the relationship between managing access to information and privacy and good crown governance
Dealing with contentious issues: access to information and privacy office as devil’s advocate?