Board Oversight of Climate Change

Description

Who Should Participate?

• This course is ideal for directors, aspiring directors, and c-suite executives of corporate boards of for-profit, Crown and not-for-profit organizations who are looking to improve their boardrooms climate change competency by enhancing oversight of climate-related strategy, risk and reporting as their organizations transition to a lower carbon future.

Key Benefits

• After completing all components of the course, participants will:

  • Enhance their oversight of climate-related risks and opportunities to improve their organizations’ long-term competitiveness.
  • Understand how overseeing climate change links with directors’ fiduciary duty and why it necessitates a unique approach.
  • Demonstrate how climate change governance integrates with oversight of strategy, risk, performance, and reporting.
  • Identify what efforts should be taken to ensure that the board is adequately educated on climate change and assess whether they could benefit from external resources.
  • Determine whether the board requires additional skills or expertise to effectively oversee climate change.
  • Explore different structures and frameworks appropriate for board oversight of climate change.

  Participants will gain the necessary skills, insights, and competencies to contribute to
  boardroom discussions on climate change issues.

Format

• It is comprised of three modules, the structure of each includes:

  1. Independent online learning (four to six hours per module)
     This is a critical component of the course (and includes an e-learning module, videos, readings, polls, discussion forums and more). It introduces key concepts and will prepare participants for effective participation in the live session and ensure they are ready to apply learnings from the course to their board work. The required independent learning should be completed prior to each live session. It is meant to be completed at a pace that works best for each participant.
     
     Participants will receive access to independent learning materials for Module 1 approximately two weeks prior to the instructor-led session. Access to independent learning materials for Modules 2 and 3 will become available following the conclusion of the instructor-led session for the preceding Module.
  
  
  2. Live, instructor-led session (approximately four hours each)
     
     The three instructor-led online sessions, delivered 2 weeks apart, will focus on the application of concepts covered through independent learning. Attendance at the live sessions is required for successful course completion. The live session includes class discussions, breakout group discussions and exercises, Q & A with instructors and other experts, live interactive panel discussions and more.
  
  
  3. Supplemental resources and tools
     Participants will receive supplemental resources to augment the required components of their independent learning packages.
  
  
  4. Learning sustainment and engagement opportunities
     Following course completion, participants will be invited to join an Alumni Portal, becoming part of a community where they gain access to tools and resources to help apply course learnings in real-life settings. They will also have opportunities to engage in discussion forums with course peers to exchange questions, ideas and experiences and apply their newly acquired knowledge and skills.  

Modules

• Module 1: INTEGRATION OF CLIMATE CHANGE INTO OVERALL RISK MANAGEMENT
  
  Participation in this module will equip directors with the knowledge and frameworks to:

  • Integrate climate-related risk within the broader mandate of enterprise risk oversight.
  • Determine the appropriate management roles in charge of identifying, assessing, and overseeing material climate-related risks and opportunities.
  • Gain board satisfaction by learning how to manage effective processes for identifying, assessing, and mitigating material climate risks.
  • Understand the correlations between climate-related risks and other ESG-related concerns (e.g., Indigenous, human capital management, relationships with local communities, social license).

  
  Module 2: INTEGRATION OF CLIMATE CHANGE INTO OVERSIGHT OF STRATEGY
   
  Participation in this module will equip directors with the knowledge and frameworks to:

  • Assess the impact of climate change in the context of strategic and financial planning, including capital allocation, operational budgeting, mergers and acquisitions and divestitures.
  • Integrate climate change factors into strategic oversight across short, medium- and long-term time frames.
  • Evaluate the resilience of their organization’s strategy under different climate-related scenarios, including a 2°C or lower scenario.
  • Understand best practices for integrating climate change factors into management incentives and compensation structures.

   
  Module 3: OVERSIGHT OF CLIMATE CHANGE COMMUNICATIONS AND REPORTING
   
  Participation in this module will equip chairs with the knowledge and frameworks to:

  • Understand how to integrate climate change into the board’s oversight of external reporting.
  • Assess the use cases for different climate change reporting frameworks and standards used for external reporting to company stakeholders.
  • Identify steps to evaluate appropriateness of metrics used by the organization to assess climate-related risks and opportunities.
  • Identify the board’s role in setting climate change goals and performance targets.
  • Understand how to integrate climate change into the board’s internal monitoring of company performance against key performance indicators and progress toward targets.

Course Offerings

•  

  City	Course	Application Deadline  4 p.m. ET	Module I 10 a.m. -2 p.m.	Module II 10 a.m. -2 p.m.	Module III 10 a.m. -2 p.m.
  Online	CCC005	January 11, 2023	February 1, 2023	February 15, 2023	March 1. 2023
  Online	CCC006	April 11, 2023	May 2, 2023	May 16, 2023	May 30, 2023

Faculty

Participants will benefit from the collective knowledge, insights and guidance of a best-in-class teaching team with diverse experience across a range of climate governance facets:

Sarah Keyes, CPA, CA

National Academic Director and Lead Instructor

CEO, ESG Global Advisors

Sarah Keyes, CPA, CA

National Academic Director and Lead Instructor

CEO, ESG Global Advisors

Sarah leads ESG Global Advisors and she is a climate change expert. She has over a decade of work experience as a thought leader, consultant, and auditor. Sarah conducts climate change materiality assessments, conducts climate change scenario analysis, and works with her clients to set ambitious and achievable climate change goals and targets and develops implementation roadmaps. She regularly presents to boards of directors on climate change and ESG factors and implications for corporate governance and oversight, and the link with financial and operational performance and long-term value.

Prior to joining ESG Global Advisors, Sarah was a Principal at CPA Canada where she produced research, thought leadership and guidance for companies to integrate climate change considerations into business strategy, risk management, governance, and reporting. Prior to CPA Canada, Sarah held senior roles at PwC and MNP working with the energy and mining sectors.

She is a member of the Institute for Corporate Directors Climate Strategy Advisory Board for the Canadian Chapter of the WEF Climate Governance Initiative. Sarah sits on the Board of Directors of Leading Change and Sustainable Buildings Canada. She has a Bachelor of Commerce from McGill University, ISO 14064-3 Certification for Greenhouse Gas Verifications, and received the 2018 Emerging Leader Award from CPA Ontario.

Michelle Tan

Instructor, Module 2

Partner, Hugessen Consulting

Michelle Tan

Instructor, Module 2

Partner, Hugessen Consulting

Michelle is a Partner in Hugessen’s Toronto office. She has over 20 years of experience in corporate governance and as an executive compensation consultant. She has worked with both boards and management on executive pay governance and design issues She consults with a variety of public and private clients across Canada and the U.S. covering a broad range of industries
 
She writes and speaks regularly on the roles of the Board and the shareholder community in governance and executive compensation. Finally, Michelle is on the faculty of ICD’s Director Education Program and Osgoode Hall Law School’s Certificate in ESG, Climate Risk & the Law Program.
 
Prior to joining Hugessen, Michelle spent 15 years at Institutional Shareholder Services (ISS), where she was a key player in the analysis of large and small public issuers, development of ISS policy guidelines, as well as shareholder and issuer engagement initiatives for the Canadian market.
 
Michelle has an Honours B.A., specializing in Business Administration and Art History from the University of Toronto.

Miranda Hubbs, CFA

Director-in-Residence for Module 1, Cohort 2

Director, Nutrien, Imperial Oil, PSP Investments and Canadian Red Cross

Miranda Hubbs, CFA

Director-in-Residence for Module 1, Cohort 2

Director, Nutrien, Imperial Oil, PSP Investments and Canadian Red Cross

Ms. Hubbs is currently an independent director of Nutrien Ltd., Imperial Oil, and PSP Investments (Public Sector Pension Investment Board). Ms. Hubbs serves as vice-chair of the board of the Canadian Red Cross. Prior to retirement in 2011, Ms. Hubbs was executive vice president and managing director of McLean Budden, one of Canada’s leading investment managers. Ms. Hubbs holds a BSc from Western University, an MBA from Schulich School of Business at York University and is a CFA charterholder. Ms Hubbs serves on the Global Risk Institute Sustainable Finance Advisory Committee and holds the Fundamentals of Sustainability Accounting credential from the Sustainability Accounting Standards Board.

Wendy Kei, FCPA, FCA, ICD.D

Director-in-Residence for Module 3

Board Chair, Ontario Power Generation Inc.; Chair of the Audit Committee: Karora Resources Inc,  Noranda Income Fund; Audit Committee Member, Transport Canada

Wendy Kei, FCPA, FCA, ICD.D

Director-in-Residence for Module 3

Board Chair, Ontario Power Generation Inc.; Chair of the Audit Committee: Karora Resources Inc,  Noranda Income Fund; Audit Committee Member, Transport Canada

Juliana L. Lam, CPA, CA, MBA, ICD.D

Director-in-Residence, Module 2, Cohort 1

Director, Lundin Mining Corporation, Major Drilling Group International Inc.

Juliana L. Lam, CPA, CA, MBA, ICD.D

Director-in-Residence, Module 2, Cohort 1

Director, Lundin Mining Corporation, Major Drilling Group International Inc.

Ms. Lam has extensive executive level financial management and international business experience in diverse industries including mining, manufacturing, services and distribution. Ms. Lam is a corporate director and currently serves as a member of the board of directors of Lundin Mining Corporation and Major Drilling Group International Inc., and previously served as a director on the boards of other reporting issuers in Canada. Prior to becoming a corporate director, Ms. Lam has held a number of executive and finance leadership positions in private and publicly traded companies including Executive Vice-President and Chief Operating Officer of Chartered Professional Accountants of Ontario, Executive Vice-President and Chief Financial Officer of Uranium One Inc., Senior Vice-President, Finance at Kinross Gold Corporation, and Chief Financial Officer at Nexans Canada Inc. Ms. Lam holds a Bachelor of Arts from the University of Toronto, an MBA from the Ivey Business School, University of Western Ontario, is a Chartered Professional Accountant, Chartered Accountant (CPA, CA), and holds the ICD.D designation from the Institute of Corporate Directors.

Gale Rubenstein

Director-in-Residence, Module 1, Cohort 1

Chair, Board of Trustees, University Pension Plan Ontario; Director, Scarborough Health Network

Gale Rubenstein

Director-in-Residence, Module 1, Cohort 1

Chair, Board of Trustees, University Pension Plan Ontario; Director, Scarborough Health Network

Gale Rubenstein serves as counsel in the Restructuring Group at Goodmans, which is consistently and widely recognized as Canada’s best and leading corporate restructuring practice. She practises in the areas of commercial insolvency, corporate restructuring, pensions and regulatory matters.

Throughout her career, Gale has been recognized as a leading practitioner of restructuring and insolvency law by publications including Chambers Global, Chambers Canada, IFLR 1000, Euromoney’s Guide to the World’s Leading Insolvency and Restructuring Lawyers, Guide to the World’s Leading Insurance and Reinsurance Lawyers and Guide to the World's Leading Women in Business Law, Who’s Who Legal: Restructuring & Insolvency, Who’s Who Legal: Canada, Best Lawyers in Canada, The Canadian Legal Lexpert Directory , the Lexpert Special Edition: Canada’s Leading Insolvency and Restructuring Lawyers and The Lexpert Guide to the Leading US/Canada Cross-Border Corporate Lawyers in Canada.

Gale received the Ontario Bar Association Award for Excellence in Insolvency Law in 2013. She is a fellow of the Insolvency Institute of Canada.

Jo Mark Zurel

Director-in-Residence for Module 2, Cohorts 2 and 3

Director, Fortis Inc., Major Drilling, CPP Investments and Highland Copper

Jo Mark Zurel

Director-in-Residence for Module 2, Cohorts 2 and 3

Director, Fortis Inc., Major Drilling, CPP Investments and Highland Copper

Jo Mark Zurel is President of Stonebridge Capital, a private investment company, and a Corporate Director. From 1998 to 2006, Jo Mark was Senior Vice-President and Chief Financial Officer of CHC Helicopter Corporation, helping to build it into the world's largest helicopter operating company. He is on several corporate boards, including Fortis Inc. (HR Committee Chair), Major Drilling (HR Committee Chair), CPP Investments (Risk Committee Chair and past Audit Committee Chair), and Highland Copper (Audit Committee Chair).

Jo Mark is active in his community. His current and recent not-for-profit activities include Chair of the Atlantic Provinces Economic Council, Chair of the St. John’s Board of Trade, Chair of JA of Newfoundland and Labrador, and Chair of a Canadian Red Cross capital campaign.

Jo Mark was named to Canada’s Top 40 under 40 and was named Newfoundland’s Outstanding Philanthropist.