In Memoriam: Marcelo Mackinley

May 10, 2017
As ICD chair, modest yet determined Marcelo Mackinlay doggedly pursued tougher governance standards

Several years before Enron, WorldCom, Nortel and a slew of other corporate meltdowns cast a harsh spotlight on the shocking failings of their boards, a strong voice had emerged in Canada calling for properly educated and accredited directors committed to effective corporate governance. That voice belonged to Marcelo Mackinlay.

The former chair of the Institute of Corporate Directors played a critical role in turning a relatively low-key organization into a driving force for robust governance practices and thorough director education.

He was determined “to take a really meaningful concept and build an organization around it that was responsive to the times, current and engaged,” said Toronto lawyer Carol Hansell, a leading corporate governance adviser and a former ICD board member who worked closely with Mackinlay during his dynamic tenure, from 1998 to 2002. “He believed very strongly in the value of governance and that the ICD would contribute significant value to Canadian business if it got it right.”

Mackinlay, an Argentine native, died in Buenos Aires April 7 of complications from an apparent heart attack. He was 78.

In the wake of a wave of earlier corporate scandals, the Toronto Stock Exchange adopted guidelines recommended in the critical 1994 Dey report, including disclosure of what public companies were doing to improve governance.

But Mackinlay, an executive search consultant who often worked with board committees, suspected that the
securities industry would view the issue as resolved and have little inclination to aggressively pursue tougher standards. Indeed, a report he commissioned for the ICD five years later concluded that corporate governance had turned into little more than a check-the-box exercise. He decided that a key to changing that
attitude lay in the education of existing and potential directors, and that the ICD was the ideal organization to provide it.

“Marcelo spent a phenomenal amount of time” analyzing what should go into a core curriculum and whether it made sense for the ICD to develop its own program or team with a business school, Hansell said. Ultimately, it ended up at the University of Toronto’s Rotman School of Management.

Now that the program is so successful, “I think people forget where it started,” she said. “It started with Marcelo spending an enormous amount of his personal time [on the project].”

Mackinlay, a modest man who cloaked his steely determination in old-world charm, had a deep understanding
of human behaviour.

“He wasn’t an elitist. He was pretty down-to-earth…which made it easier for him to stir the pot and get change happening,” said Beverly Topping, a former CEO of the ICD. "He was enthusiastic about life and people. You can’t say no to people like that.”

“‘How do I become a director?’ is a question we are often asked and for which we don’t have a satisfactory
answer,” Mackinlay wrote in an ICD newsletter in 1998, just before launching the institute’s first director development program. His effort to provide that answer is his lasting legacy at the organization about which he was so passionate.

Brian Milner is a former senior business writer and columnist with The Globe and Mail. He now provides columns, commentaries and magazine articles to a variety of media.

Source: Director Journal (May/June 2017)