iAs part of a commitment to diversity and promoting women leadership in industry, Blake, Cassels & Graydon LLP (Blakes) released the Blakes Board Report: Opportunities for Women General Counsel in March of 2021. The Board Report is an annual benchmarking study that reports on women general counsel (GC) appointed to the boards of Canadian Companies. This is the fifth year the report has been released, and this year’s theme is “Optimizing Your Board Performance.” Along with data on women GC board members, the report highlighted a roundtable discussion on best practices for board membership and takeaways for aspiring women board members.
In 2020, Canada’s Business Corporations Act (CBCA) was amended, requiring public disclosures on diversity not only for board membership, but down through the executive pipeline in senior management. Public disclosure reporting on diversity includes women, Indigenous Peoples, visible minorities and people with disabilities. The moderator of the report’s roundtable discussion, Stacy McLean, Partner at Blake, Cassels & Graydon LLP:
"The amendments to the CBCA require Canadian public companies to disclose diversity information to their shareholders. This requirement has intensified the public’s focus on the inclusion of women and other underrepresented groups on boards, and may have contributed to an increasing pressure on investors on issuers to add more women to their boards.”
The Blakes Board Report: Opportunities for Women General Counsel features discussion from a variety of women GCs on corporate boards and data on the growth of women on corporate boards in different industries across Canada.
Learning the Landscape, Carving out a Role and Suggestions for Preparing your Skillset for Board Membership
The participants in the roundtable discussion were all current or former women GCs who currently serve on public boards. The conversation discussed best practices in communication, how to find your way as a new board member as well as how to best position yourself to hold a board seat. Several participants were kind enough to provide the National Law Review with additional insight into the roundtable discussion takeaways included in the Blakes Board Report.
A consistent theme of the eight takeaways was developing a boardroom skillset, leadership abilities and a voice in order to be an asset to the board. To find your voice in the boardroom, understanding the landscape and the personalities of your fellow board members--and taking the time to develop honest and meaningful relationships are crucial to see where individual experience and insight will be most impactful.
Sheila Murray[1] draws connections between joining a board and joining a family, pointing out the existing board has a history together, and may know each other well. Therefore, it’s incumbent for the new member to catch up. She says, “Active listening and observation are key to this process of integration. You learn a great deal about the board by listening and observing. Do not participate in each meeting anxious to speak. It is better to listen first and speak last.”
Along with active listening, other emotional intelligence indicators are crucial to developing a boardroom skillset. Barbara Munroe[2] described active listening as a “precondition to being thoughtful.” Working together effectively can require board members to understand each other’s specific propensities and attributes, and that it is incumbent on the board to ensure all members can deploy these “soft” skills effectively. In fact, Munroe points out that, “With COVID-19 having ruled out most in-person meetings, it is more important than ever to use skills like active listening, EQ (“emotional quotient”) and the reading of body language in the virtual boardroom setting.”
Charlene Ripley[3] encourages aspiring board members to ask themselves what they can bring to the table, as a way to find a voice in the role: “Demonstrating expertise and showing leadership in a particular area or on a particular issue are good techniques to find your voice.” Ripley also suggests taking time to meet one on one with other board members, to learn the context and the histories of the issues of the board and the company, so when raising issues you are completely informed. She says, “Meeting other members for lunch, for coffee or even virtually helped me gain this understanding.”
Having a role on a company board requires a slightly different skill set than a role as a GC, but one can feed the other. Understanding the board’s role in running the business, and having a vision and broader understanding of the landscape impacting the business can help you see where your perspective might fit. Leslie O’Donoghue[4] advises that, “an awareness of the company’s progress relative to its strategic vision helps directors accurately identify the company’s challenges and opportunities and proactively identify ways to leverage their skills and experiences to enhance the value they bring to the board.”
One thread running through the report is the importance of understanding the business landscape of the industry, as well as the company outside of the GC role.
Karin McCaskill[5] offered several suggestions for learning business and leadership skills outside of the legal industry including requesting postings to non-legal assignments to fill in the gaps in understanding. Additionally, volunteering or joining industry boards external to the organization can be a way to gain experience. Per McCaskill:
“These boards are usually composed of senior management from the companies the association represents. Additionally, taking volunteer governance roles outside your industry, such as membership on university and hospital boards, can broaden your business and financial understanding.”
In a similar vein, Murray points out that a consistent investment in education and your own professional development outside of your GC role is crucial for success in a company board. She says, “Board work is continual learning. Start now by informing yourself about industries or issues that interest you. . . Learn more now--do not wait until you join the board.”
Brief Overview of GC Board Trends
It goes without saying that 2020 was a year of significant change. The Blakes report focused on women GCs in companies included in the S&P/TSX Composite Index, which is the headline index for the Canadian equity market. S&P/TSX Composite companies were included in the Blakes Report from both 2019 and 2020, as the index saw some significant changes. The number of companies included on the TSX Composite underwent significant upheaval, with 41 companies leaving the index and 21 new companies added. The analysis provided by Blakes of women GCs on boards was focused on the 198 companies included in the index in 2019 and 2020.
Despite the challenges of COVID-19 and a tumultuous 2020, the picture remained positive, with women GCs surpassing male counterparts in board membership nearly 2:1. This builds on the trend noted by the Blakes analysis--since the launch of the Blakes study in 2016, there has been a 66% increase in the number of GCs on boards, with women GCs representing 75% of that growth. A breakdown by industry shows that Banking/Insurance and Energy continue to be leaders in the number of women GCs on company boards.
The data reported in Opportunities for Women General Counsel supports the hypothesis that women GCs are increasingly seen as a pipeline for board membership.
More specific data is available in the report, and you may request a copy of the Blakes Board Report: Opportunities for Women General Counsel.
[1] Sheila Murray is the Former President and Executive Vice-President, General Counsel & Corporate Secretary, CI Financial Corp.; Board Chair, Teck Resources Limited; Director, BCE; Trustee, Granite REIT
[2] Barbara Munroe is the Former Executive Vice President, Corporate Services and General Counsel and Corporate Secretary, WestJet and is current Board Chair of Crescent Point Energy
[3] Charlene Ripley is the Executive Vice President & General Counsel, SNC-Lavalin Group and Director of Keyera Corporation (Compensation and Governance Committee)
[4] Leslie O’Donoghue is a Former Executive Vice President, Chief Strategy and Business Development Officer, Nutrien; Former Executive Vice President, Corporate Development and Strategy and Chief Risk Officer, Agrium; Director, Pembina Pipelines, Methanex and Richardson International
[5] Karin McCaskill is the Former Senior Vice President, General Counsel and Corporate Secretary, Empire Company Limited and Sobeys Inc; and Director, The Valens Company (Chair of the Nominating and Governance Committee)
