Embracing Leading Practices in Corporate Governance to Enhance Regulatory Performance

Elizabeth Watson, QC | WATSON

What Does Governance Mean?• Technical Definition: The way organizations

are managed, controlled and held to account

• Working Definition: The way people work together to achieve success

• Strategy, plans, budget• Risk & Controls• Leadership• Reg/Op Performance• Ethics & Compliance• Major Policies• Stakeholder

Engagement

• Recruitment• Leadership• Orientation• Education• Evaluation• Succession

Framework• Forward

Calendar• Agendas• Meetings

• Board Size• Board

Composition• Term Limits

Process StructureContext• Legal• Environment• Sector• Emerging

Practice

Dynamics• Values• Behaviour• Decision making

• Board Leadership• Committees• Roles and

Responsibilities

• Information• Review

Processes

• The “Line”• Council/Management

relationship• Council/Committee

Effective Governance1. Alignment2. Competent leaders 3. Clear roles and responsibilities4. High quality decision-making

(Stewardship, Meetings)

Effective Governance5. Positive Culture6. Constructive relationships7. Transparency8. Feedback loop

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The most effective Boards intentionally design their approach to governance, considering:

What substantive issues require the Board’s attention?

What is the Board’s role with respect to each issue?

How can the Board be the most effective in carrying out its responsibilities?

Top Trends that can strengthen regulatory bodies

#1. Intentional Approach to Council Composition

#2. More diverse Councils and organizations

#3. Redefining the Council Chair role• Role description (responsibilities

+ competencies)• Longer term • Succession planning to get the

best person• Selection process • Annual evaluation and feedback

#4. Evolving Board StructureExecutive

Committee

Governance Committee

OperationalCommittees

Launch

AlignEngage

#5. Managing the Registrar Lifecycle

Transition

Reg. successionReg. transition

Reg searchOnboardingEstablishing relationship

and expectations

Aligning on strategy, plans and goalsReg. evaluationReg. reward

Guidanceand supportReg. developmentEffective Board-Reg.

dynamics

Professional Chair-Registrar Relationship• Mutual Expectations Agenda

– What does organizational success look like?

– How will governance work? – What are our expectations of

each other? – How will we manage our

relationship?

Registrar Evaluation: Objectives Alignment on what success looks likeConsensus view on Registrar’s overall performance, strengths and weaker areasProvide meaningful feedbackPrompt discussion on development and succession

Registrar Evaluation Process Define the Criteria

Decide who will give input

Gather input

Prepare and Discuss Findings

#6. Develop the Council--Mgmt. Relationship

CouncilManagementTeaming Exercise

Who we are•Purpose•Perspectives•Accountability

What we do•Results•Decisions•Action

How we do it•Energy•Trust•Openness

How we are enabled

•Boundaries• Supports• Learning

#7. Feedback on Council Performance– Independently facilitated at

least every 3 years– Interviews (vs. surveys)– Include management feedback– Dedicated session to focus on

results – Council goals and follow up

#8. Individual Peer Feedback • How does this individual add value? • What might get in the way?• What suggestions for greater impact?

Behaviour

Engagement

Skills

#9. More thought into designing meetings• Forward Calendar• Agenda design• Future focused • Committee reporting• Replace Roberts Rules

#10. Governance Professional

• Focused on governance and relationships• Liaison between Council and Registrar• Manage Council’s work

Speaker Contact Information

Elizabeth Watson, QCWATSON

liz@watsoninc.ca

Thank You