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.
  • Qualify for 14 CEUs toward the annual requirement to retain their ICD.D designation

  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	Course Start Date	Module II	Module III	Time
  Online	CCC007	October 11, 2023	November 1, 2023	November 15, 2023	November 29, 2023	10:00 a.m. - 2:00 p.m. ET
  Online	CCC008	January 11, 2024	January 31, 2024	February 14, 2024	February 28, 2024	10:00 a.m. - 2:00 p.m. ET

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

FCPA, FCA

CEO at ESG Global Advisors 

Sarah Keyes

FCPA, FCA

CEO at ESG Global Advisors 

Sarah is an ESG and climate change expert with over a decade of work experience as a thought leader, consultant, facilitator, and auditor. She regularly presents to Executive teams and Boards of Directors on the link between ESG and climate change with financial and operational performance and long-term value. Sarah helps her clients establish ESG and climate change strategies that align with strategic priorities, enabling effective integration with existing risk and strategy processes.
 
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. Previously, Sarah held senior roles at PwC and MNP working with the energy and mining sectors.
 
Sarah facilitates a module on ESG and sustainable finance in the ICD’s Director Education Program. She serves on the Boards of Directors of Leading Change Canada 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. In 2023, Sarah received a Top 50 Changemaker Award from the Globe and Mail’s Report on Business.

Michelle Tan

Partner, Hugessen Consulting

Michelle Tan

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 consults with a variety of public and private clients across Canada covering a broad range of industries.  

She has expertise on a wide range of corporate governance and compensation topics including equity-based incentive plans, shareholder proposals, and best practice standards, as well as a deep understanding of the shareholder perspective on pay and governance issues. She writes and speaks regularly on the roles of the Board and the shareholder community in governance and executive compensation. Michelle is on the faculty of ICD’s Director Education Program and the ICD Board Oversight of Climate Change course and a member of the C.D. Howe Institute’s Human Capital Policy Council.

Prior to joining Hugessen, Michelle spent 15 years at Institutional Shareholder Services, where she was a key player in the analysis of public issuers, development of policy, as well as shareholder and issuer engagement initiatives for the Canadian market.

Miranda Hubbs

CFA

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

Miranda Hubbs

CFA

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, F.ICD

Board Chair, Ontario Power Generation Inc., NFI Group Inc.; Chair of the Audit Committee: Centerra Gold Inc.

Wendy Kei

FCPA, FCA, ICD.D, F.ICD

Board Chair, Ontario Power Generation Inc., NFI Group Inc.; Chair of the Audit Committee: Centerra Gold Inc.

Ms. Wendy Kei currently serves as Board Chair for both Ontario Power Generation Inc. (OPG) and NFI Group Inc. (TSX: NFI). She is also the Chair of the Audit Committee for Centerra Gold Inc. (TSX:CG.TO & NYSE:CGAU).

Ms. Kei is a Fellow Chartered Professional Accountants (FCPA, FCA), a Fellow from the Institute of Corporate Directors (F.ICD) and holds a Bachelor of Mathematics from the University of Waterloo. Ms. Kei was honoured as BMO Celebrate Women on Boards 2022 Honouree, in 2020, was named one of Canada’s Top 100 Most Powerful Women and in 2016 was selected as a Diversity 50 2016 Candidate by the Canadian Board Diversity Council.

Juliana L. Lam

CPA, CA, MBA, ICD.D

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

Juliana L. Lam

CPA, CA, MBA, ICD.D

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.

Jennifer Roedding

CA/CPA, ICD.D, GCB.D, CCB.D

Jennifer Roedding

CA/CPA, ICD.D, GCB.D, CCB.D

Jennifer is an accomplished Corporate Director, Executive Leader, and Management Consultant who has built a career helping businesses transform and grow. For more than 25 years she has helped organizations succeed – first rising to the executive table at a national firm in management consulting and now, as president of her own consulting company. Jennifer is a Corporate Director for Ontario Lottery and Gaming (OLG) and Chairs its Audit and Risk Management Committee. She also Chairs the Board of Directors for Alimentiv, an international biotech and clinical research organization operating in 62 countries. Jennifer is the Executive in Residence at the University of Waterloo’s Hub for Sustainability Integration, a collaboration of the School of Accounting and Finance and the School of Environment, Enterprise and Development. Jennifer is currently an elected member of the Chartered Professional Accountants of Ontario (CPAO) Council

Jo Mark Zurel

ICD.D

Chair, Highland Copper; Director, Fortis, Major Drilling, Sustainable Development Technology Canada

Jo Mark Zurel

ICD.D

Chair, Highland Copper; Director, Fortis, Major Drilling, Sustainable Development Technology Canada

Jo Mark is a husband, father, corporate director and board chair, and is happy to call Portugal Cove, Newfoundland, home. He retired from CHC Helicopter in 2006 after helping build it into the world’s largest helicopter operator, generating top-notch shareholder returns along the way. Current and recent board roles include Fortis Inc (Chair), Major Drilling, Highland Copper (Past-Chair), SDTC, ICD and CPPIB. He loves working with smart, diverse groups of people to solve difficult problems. He is an FCPA and an ICD.D and has received recognition in the past, including Canada’s Top 40 under 40 and Newfoundland’s Outstanding Philanthropist.