Toronto 2023 Agenda

The ICGN CEO, Chair and management team welcomes ICGN members to meet and hear about our work plan for the year ahead and beyond. As a member-led organisation, your views are vital in shaping ICGN‘s agenda around the world. We will inform you about our latest policy initiatives, education, developments, and conferencing programme. The meeting is open for members and also stakeholders interested in joining our valued network.

ICGN will be joined by expert academics in the fields of corporate governance as we discuss two recent papers, highlighting the emergence of welfarist corporate governance and corporate fraud. 

Session 1: 'Corporate Governance Welfarism', authored by Edward Rock and Marcel Kahan. Presented by Marcel Kahan, Professor of Law, New York University, US

Presented by

• Marcel Kahan, Professor of Law, New York University, US

Discussant

• Chris Pinney, President & CEO, High Meadows Institute, Boston, US
• Michael Herskovich, Global Head of Stewardship, BNP Paribas Asset Management

Panellists

• James Andrus, Vice President, Sustainability Global Markets, Franklin Templeton, US
• Catherine McCall, Chief Executive Officer, Canadian Coalition for Corporate Governance, Canada

Moderated by George Dallas, Education & Research Advisor, ICGN

Session 2: ‘How Pervasive is Corporate Fraud’, authored by Alexander Dyck, Adair Morse and Luigi Zingales. Presented by Alexander Dyck, Professor of Finance and Economic Analysis and Policy, Rotman School of Management, Canada

Presented by

• Alexander Dyck, Professor of Finance and Economic Analysis and Policy, Rotman School of Management, Canada

Panellists

• David Beatty, Academic Director, The David and Sharon Johnstone Centre for Corporate Governance Innovation, Canada
• Maureen Jensen, Chair, Ombudsman for the Banking and Securities Industry Canada (OBSI), Director, Franco Nevada Corporation, Neo Exchange & The Prosperity Project and Governor, FINRA, Canada
• Carol Nolan Drake, Governance and Stewardship Policy Manager, ICGN

Moderated by Richard Powers, Associate Professor, National Academic Director, ICD-Rotman Directors Education Program & Governance Essentials Program, Rotman School of Management, Canada

In this session, our expert speakers will discuss how to assess vulnerability and financial impact of cyber risks and identify which sectors are most exposed. The panel will also address what steps executives and boards should be taking to mitigate risk; how to communicate to shareholders regarding oversight and management; board skills and disclosure, and what is happening in the wake of cybersecurity incidents in terms of corporate governance.

• Lesley Ritter, Vice President – Senior Credit Officer, Cyber Risk Group, Moody’s Investors Service
• Oren Lida, Senior Analyst & Research Director of Canada, Glass Lewis

Chaired by: Brendan Sheehan, VP-Sr Credit Officer, ESG Group, Moody’s Investors Service

• Kerrie Waring, Chief Executive Officer, ICGN, UK
• Jo Taylor, CEO, Ontario Teachers' Pension Plan, Canada
• Roberta Jamieson, Board Director, RBC, Royal Bank of Canada

This keynote address will discuss how the effects of rapidly changing attitudes, technological advancement, and the lingering consequences of the pandemic have changed crisis response and issue management in both the private and public spheres.

• Jaime Watt, Executive Chairman, Navigator, Canada & Founder, Canadian Centre for the Purpose of the Corporation & Chancellor, OCAD University, Canada

In a time of multiple environmental, social and governance crises, boards and investors are facing historic complexities - all while attempting to navigate global inflation, recessionary markets, war in Europe, geopolitical upheaval, challenges to the international rules-based order, decline in public trust in core institutions, and polarised public discourse. How can boards respond, and what information do investors need to assess boards’ competencies in these issues? This session will explore challenges to the traditional model of governance and chart a path towards meeting business needs for today and the future.

• Sacha Sadan, Director of ESG, Financial Conduct Authority, UK 
• Derek Evans, President & Chief Executive Officer, and Director, MEG Energy, Canada
• Upkar Arora, CEO, Rally Assets, Canada

Chaired by: Gigi Dawe, VP Policy and Research, ICD, Canada

Globally harmonized corporate sustainable reporting: progress from the International Sustainability Standards Board (ISSB)

Jingdong Hua, Vice-Chair, International Sustainability Standards Board, Canada

Hosted by Canadian Coalition for Good Governance (CCGG) and Opening Remarks from Catherine McCall, CEO, CCGG

This panel will examine the ever-increasing importance of shareholder engagement and how a successful dialogue program between corporations and investors may hedge against investor activism. The esteemed panel will discuss legal considerations when engaging with shareholders, examine the board’s involvement is with the engagement process, explain what investors expect to learn from corporate issuers in their engagement sessions, and consider the best corporate strategies in communicating with institutions.

• Deborah Rosati, Founder & CEO, Women Get On Board Inc, Canada
• Paul Schneider, Director, Corporate Governance, Ontario Teachers' Pension Plan, Canada
• Michael Vogele, Managing Director, Alliance Advisors, USA 
• Andrew MacDougall, Partner, Osler, Hoskin & Harcourt LLP

Moderated by Glenn Keeling, Chairman, Alliance Advisors, Canada

• Ian Burger, Chair of the Board, ICGN, UK

Advances in corporate governance in Canada has been driven by shareholders and public companies for more than twenty years. Separating chair and CEO, majority voting, and say on pay have become expected practice without government leadership or intervention. Legislation and regulatory standards have been introduced but only following leadership and agreement among investment institutions and Canada's largest public companies. This panel will explore the implications of this approach and the current issues appearing on the governance landscape in Canada.

• Maureen Jensen, Chair, Ombudsman for the Banking and Securities Industry Canada (OBSI), Director, Franco Nevada Corporation, Neo Exchange & The Prosperity Project and Governor, FINRA, Canada
• Melanie Adams, VP & Head, Responsible Investment, RBC Global Asset Management, Canada
• Hyewon Kong, Vice President and Head of Responsible Investing, Investment Management Corporation of Ontario (IMCO), Canada

Chaired by: Paul Schneider, Director, Corporate Governance, Ontario Teachers' Pension Plan, Canada

 Hosted by Hugessen Consulting 

As long-term investors, institutional investors such as pension plans and insurance funds have built large amounts of investment capital in recent years, but good investment opportunities can be challenging to find. What is the link between pension fund investments and the most significant systemic challenges of our time? As the dominant players in capital markets, pension funds will play a leading role in managing the long-term risks and building the solutions. In this session, we will hear from a range of investment institutions on how they are approaching key risks and how they are harnessing their horsepower to drive solutions.

• Ziad Hindo, Chief Investment Officer, Ontario Teachers' Pension Plan
• Geraldine Leegwater, Chief Investment Management, PGGM, Netherlands
• Dr. Thomas Hohne-Sparborth, Head of Sustainability Research, Lombard Odier Asset Management, Switzerland

Chaired by: Blair Cowper-Smith, Principal, Erin Park Business Solution

• Session A: Net zero engagement, Hosted by MSCI 

By communicating net-zero expectations and holding companies accountable, investors can push climate laggards to eventually catch up to net-zero leaders. Governance practices can have a significant impact on how - and how effectively - investors engage with climate laggards to push for better net-zero alignment. Join us for a discussion on climate engagement tools, strategies and lessons for investors seeking to reduce greenhouse gas emissions in the real world.

• Kevin Thomas, Chief Executive Officer, Shareholder Association for Research & Education, Canada
• Robert Lewenson, Head of Responsible Investment, Old Mutual Investment Group, South Africa
• Samantha Hill, Managing Director, Sustainable Investing, Global Leadership Team, CPP Investments, Canada

Chaired by: Harlan Tufford. Vice President, MSCI Research, Canada

• Session B: Lessons learnt from the rise and fall of Crypto and Silicon Valley Bank (SVB) - a classic case of contagion? Hosted by Pomerantz

Less than a month before its collapse, SVB was named one of America’s best banks by Forbes. How did a bank go from hero to zero in such a short period of time? Did the fall of crypto contribute to the collapse of the bank? What are the lessons we can learn, and will we ever learn the lessons from irrational exuberance and ostensible perennial shortfalls in corporate governance and regulation?

• Jeremy Lieberman, Managing Partner, Pomerantz, USA
• Chen Zandberg-Botzer, Legal Head of Investment, Amitim, Israel
• Anne-Marie Jourdan, Chargée de mission Direction Juridique Groupe, Caisse des Dépôts, France

Chaired by: Dr Daniel Summerfield, Director of ESG and Client Services – UK, Pomerantz LLP, UK

• Session C: Are capital flows from sustainable funds influencing corporate governance practice? Hosted by Manulife Investment Management

Global regulators are racing to build sustainable financial product taxonomies, largely inspired by the EU’s Sustainable Finance Disclosure Regulation (SFDR). ‘Good’ corporate governance plays a key role in these frameworks as we seek to encourage capital flows to responsible market actors. But what does good governance really look like? How are investors defining it and what indicators are they using to measure it? And what do these standards mean from a public board perspective - is it having a direct impact on board operations, priorities and decision-making? Join us to hear the latest insights and perspectives from both investors and board directors.

• Rients Abma, Executive Director, Eumedion, Netherlands
• Sonia Baxendale President and Chief Executive Officer, Global Risk Institute, Canada
• Miranda Hubbs Board Of Directors, Nutrien, Canada
• Alyson Slater, Managing Director, Sustainable Investment, Public Markets, Manulife Investment Management, Canada

Chaired by: Peter Dervan, Director, ESG Research and Integration—Active Ownership, ESG Team, Manulife Investment Management, Canada

• Session D: Democratization of Investing:  Key trends shaping the corporate governance landscape, company/investor communication and shareholder participation, Hosted by Broadridge 

As institutional shareholder engagement with companies continues to rise, major asset managers are considering ways to increase voice and participation of underlying fund owners. Meanwhile, companies are seeking greater involvement from retail shareholders. Amidst these developments, clear, easy to understand messaging around corporate governance, proxy voting and ESG has become a brand differentiator and is central to building trust and engagement. Discover how the democratization of investing and engagement of market participants through digitization and personalization is leading to innovative new ways to leverage technology with investors.

• Edward J. Waitzer, Senior Fellow, C.D. Howe Institute & the Centre for International Governance Innovation, Canada
• Danielle Gurrieri, Vice President, Head of Product Management- Bank, Broker Dealer, Broadridge Financial Solutions, USA
• Jean-Paul Bureaud, Executive Director, FAIR, Canada

Chaired by: Martha Moen, General Manager, Investor Communication Solutions (ICS), Broadridge Financial Solutions, Canada

 Hosted by Hugessen Consulting 

Brad Lander, New York City Comptroller, USA

Interviewed by Ian Burger, Chair of the Board, ICGN, UK

We typically think of stewardship as a focused relationship where an investment institution seeks to ensure that specific companies in their portfolio are working to mitigate specific externalities, address material sustainability related risks, and build overall long-term value for the portfolio. But increasingly significant risks today are not only firm-specific but systemic in nature: challenges like climate change or biodiversity loss or war that threaten to bring about the collapse of an entire financial system or entire market. What are implications of this for stewardship? Where should investors focus their efforts? Do the interests of boards acting on behalf of their specific company and investors acting on behalf of their beneficiaries share common ground? Where the fiduciary duties of corporate directors and institutional investors diverge, how can they be reconciled?

• Jon Lukomnik, Managing Director, Sinclair Capital & Adjunct Professor of International and Public Affairs, Columbia University. USA 
• Priti Shokeen, Vice President & Director, Head of the ESG Research and Engagement Team, TD Asset Management, Canada 
• Jake Barnett, Managing Director, Sustainability Investment Strategies, Wespath Investments USA
• Rick Alexander, Chief Executive Officer, The Shareholder Commons, USA

• Chaired by Catherine McCall, Chief Executive Officer, CCGG

 Hosted by Hugessen Consulting 

Announcement of the winners

Hosted by Investment Management Corporation of Ontario (IMCO)

• Remarks from Rossitsa Stayonova, Chief Investment Officer, IMCO

Non-financial information like ESG performance has become table stakes for investors, with 75 percent of institutional investors now considering ESG factors to be “material” to their investment analysis. Assurance over non-financial ESG disclosures helps organizations build trust in the accuracy and reliability of what they disclose. There are various views and interpretations of who is best placed to provide assurance with mixed practices in the market. Over time, sustainability assurance providers will likely need the same deep understanding of the company’s business model required for financial assurance if they are to play their part in bringing sustainability-related information to the same quality as financial information. Without that, the assurance is essentially limited to metric verification. Assurance over sustainability reporting and financial statements will need to be of the same exacting quality – something that the audit profession is well-placed to provide.

• Dave Power, Partner, Audit, KPMG Canada
• Nana Li, Head of Sustainability & ESG, Asia-Pacific, Impax Asset Management, Hong Kong
• Carmen Velasquez, Managing Director, Sustainable Investing, Alberta Investment Management Corporation (AIMCo), Canada

Chaired by: Elizabeth Ming, Partner, Audit, KPMG US 

Mark Podlasly, Chief Sustainability Officer,First Nations Major Project Coalition, Canada

With climate risks and impacts front and centre investors are increasingly adopting commitments to achieve net zero in their portfolios by 2050 with associated interim targets to address climate change risk in their portfolios. The extractive industries generally have seldom been viewed as progressive, but some companies are out in front, addressing these challenges by adopting technology, innovation, and planning for the transition to a low carbon economy and a sustainable future — often in partnership with Indigenous communities. This session will consider the short and long-term opportunities for achieving net zero, the need for energy security, and a just transition.

• Michael Herskovich, Global Head of Stewardship, BNP Paribas Asset Management, France
• Jennifer Coulson, Senior Managing Director & Global Head of ESG, British Columbia Investment Management Corporation, Canada
• Debby Blakey, CEO, HESTA, Australia

Chaired by: Robert Walker, Sustainability Policy Manager, ICGN, Canada        

 Hosted by Jarislowsky Fraser

Climate change is the greatest existential threat of our times threatening the global economy and communities worldwide. The impacts will fall disproportionately on those countries and communities that have contributed the least to greenhouse gas emissions and the growing concentrations in the atmosphere. To slow the rate of global climate change to a 1.5°C increase and make the just transition to a low carbon economy will require a massive global effort. The latest report of the Intergovernmental Panel on Climate Change tells us we are moving too slow. We need more action, more money, and more intent. We need game-changers. This session will explore the role of litigation, fines, credits, taxes and other innovative options that can close the financing gap and hold large emitting companies and countries accountable for the environmental, social and economic impact they have on developing economies.

• Kathy Bardswick, Chair, Sustainable Finance Action Council, Canada
• Liza McDonald, Head of Responsible Investment, Super Aware, Australia
• Barnali Choudhury, Professor of Law and the Director of the Jack & Mae Nathanson Centre on Transnational Human Rights, Crime and Security, Osgoode Hall Law School, Canada

Chaired by: Andrea Moffat, Senior Director, Sustainable Investing, Addenda Capital

 Hosted by Jarislowsky Fraser

• Session E: 2023 Trends in Proxy Voting and Investor Stewardship, Hosted by ISS 

The 2023 proxy season takes place in the midst of many uncertain global macroeconomic conditions, with geopolitical conflicts, inflation, rising interest rates, energy and supply chain concerns, a heated political environment and climate change risks, and even bank stability questions. With market volatility also in the backdrop, ISS and investor panellists will reflect on this year’s proxy season trends, and how economic, regulatory and political challenges are affecting proposals and investor sentiments on a range of key topics – including human capital management, diversity, board accountability, executive compensation, climate change, anti-ESG proposals and the role of activism.

• Luz Rodriguez, Senior Investment Stewardship Analyst, Colorado PERA, USA
• Derek Butcher, Senior Manager, Responsible Investment, RBC Global Asset Management, Canada
• John Vizikas, Associate Director - Head of Canada Research, Institutional Shareholder Services Inc., Canada

Chaired: Georgina Marshall, Managing Director, Institutional Shareholder Services, USA

• Session F: The value of the workplace of the future: What does it look like? Hosted by Deloitte 

Other than the looming economic slowdown, CEOs and boards consistently list talent and skills shortages as an elevated risk to their organization’s overall longevity and success.  Leaders need to reimagine and strategize how they manage work, workforce and workplace in the face of economic shifts, geopolitical issues, rapid adoption of technologies, changing societal expectations, and a changing talent landscape.    Institutional investors, asset owners,  investee companies and board directors, are thinking differently about an organization’s leadership, talent and culture as they are vital enablers of sustainable organizational growth and performance.

We will discuss purpose, culture, leadership, human-machine (AI)  collaboration, performance and productivity, and skills, and how investors need to consider these issues boards can provide both oversight and insight.

• Lisa Petrelli, Managing Director, UBS, Country Head and Head of Global Markets, Canada
• Eric Wetlaufer, Managing Partner, TwinRiver Capital & Board Member, IMCO & TMX, Canada
• Helle Bank Jørgensen, CEO and Founder, Competent Boards, Canada

Chair: Zabeen Hirji, Executive Advisor, Future of Work, Deloitte Canada and Former Chief Human Resources Officer, RBC, Canada

 Hosted by Jarislowsky Fraser

The investment industry is keenly and rightly focused on human capital management practices at portfolio companies. And while the business case for diversity no longer needs to be made, the investment industry itself is lagging in inclusion of diverse talent and perspectives. Some market participants have led efforts to encourage their partners to share their policies, practices, and initiatives to increase diversity, ensure equity, and promote inclusion in their organizations. Results to date, however, are mixed. This panel session will provide an update on the state of play and advance initiatives and insights into how several organizations are striving to foster greater diversity, equity, and inclusion in the investment management industry.

• Michael Cherny, Director, DEI, Ontario Teachers' Pension Plan, Canada
• Rich Donovan, Founder, Return on Disability, Canada
• Scott Munro, Deputy Chief Executive Officer, First Nations Financial Management Board, Canada

Chaired by: Deborah Gilshan, Founder, The 100% Club Limited, UK

Regulators, legislators and standard-setters play an important role to ensure a transparent, fair and efficient corporate governance framework enabling the proper allocation of resources to underpin long-term value creation. Companies, investors, and society at large rely on this system based on the premise of effective supervision, enforcement, and application of the rule of law. Within the context of our emerging understanding of the governance of sustainability, what issues are currently being prioritized? What is meant by interoperability? Is it possible to harmonise efforts and coordinate more effectively. And what are the challenges and opportunities ahead?   

• Jo-Anne Matear, Special Advisor to the Executive on Sustainable Finance & Emerging Regulatory Issues, Ontario Securities Commission, Canada
• Toshitake Inoue, Deputy Director-General (Corporate Disclosure, Accounting, Auditing and Governance) Planning and Markets Bureau, Financial Services Agency Government of Japan 
• David Styles, Director of Corporate Governance & Stewardship, Financial Reporting Council, UK 

Chaired by: Séverine Neervoort, Policy Director, ICGN

• Sarah Thompson, Managing Director, Sustainable Finance Group, RBC Capital Markets, Canada
• Stephen McLennan, Executive Managing Director, Total Fund Management, OTPP, Canada
• Kerrie Waring, CEO, ICGN, UK