Board Oversight of Climate Change

Description

Format

• It is comprised of three modules, each of which will include:

  Independent online learning (three to five hours per module)

  Each module will have distinct independent learning requirements to be completed in advance of the live, instructor-led sessions
   
  Comprised of e-learning modules, videos, webinars, readings, polls, discussion forums and more, independent learning enables participants to work through material at the time and pace that best suits their individual needs. It also allows for content to be broken into shorter, more digestible sections, and delivered in multiple formats to appeal to different preferences. 
   
  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.
  
  *Note: completion of some independent learning components may require a live internet connection.

  Live, instructor-led session (one four-hour session per module, sessions delivered two weeks apart)

  The instructor-led online sessions will focus on the application of concepts covered through independent learning. The live session will be comprised of a combination of class faculty led discussions, breakout group discussions and exercises, Q & A with instructors and other experts, simulations and cases, live polling and online chats.

  Supplemental resources and tools

  Participants will receive supplemental resources to augment the required components of their independent learning packages.

  Learning sustainment and engagement opportunities

  Following course completion, participants will be invited to join an Alumni Portal, becoming part of a community of practice 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 that will round out their newly acquired knowledge and skills.

Objectives

• Fundamentals of Climate Governance Elearning Module (included in independent learning package)

  Participation in this interactive, elearning module will enable participants to:

  • Recognize why boards must take a proactive approach climate change oversight.

  • 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 steps to ensure the board is sufficiently educated on climate change and assess whether they could benefit from external resources.

  • Determine whether additional skills or expertise are required on the board to effectively oversee climate change.

  • Explore different structures and frameworks appropriate for board oversight of climate change.

  Module 1: Integration of Climate Change into Oversight of Risk Management

  Participation in this module will equip directors with the knowledge and frameworks to:

  1. Integrate climate-related risk within the broader mandate of enterprise risk oversight.

  2. Identify appropriate management roles responsible for identifying, assessing, and managing material climate-related risks and opportunities.

  3. Ensure board satisfaction with management processes to identify, assess and mitigate material climate risks.

  4. Understand the correlations between climate-related risks and other ESG-related risks (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:

  1. Assess the impact of climate change in the context of strategic and financial planning, including capital allocation, operational budgeting, mergers and acquisitions and divestitures.

  2. Integrate climate change factors into strategic oversight across short, medium- and long-term time frames.

  3. Evaluate the resilience of their organization’s strategy under different climate-related scenarios, including a 2°C or lower scenario.

  4. Understand best practices for integrating climate change factors into management incentives and compensation structures.

  Module 3: Oversight of Climate Change Communication and Reporting

  Participation in this module will equip directors with the knowledge and frameworks to:

  1. Understand how to integrate climate change into the board’s oversight of external reporting.

  2. Assess the use cases for different climate change reporting frameworks and standards used for external reporting to company stakeholders.

  3. Identify steps to evaluate appropriateness of metrics used by the organization to assess climate-related risks and opportunities.

  4. Identify the board’s role in setting climate change goals and performance targets.

  5. Understand how to integrate climate change into the board’s internal monitoring of company performance against key performance indicators and progress toward targets.

Benefits

• Specifically, they will:

  • Enhance their oversight of climate-related risks and opportunities, improve their organizations’ long-term competitiveness and augment their contribution to board considerations on climate change reporting

  • Benefit from the collective knowledge and experience of a best-in-class teaching team

  • Gain access to proprietary tools and frameworks to enhance their application of course takeaways

  • Thrive in a flexible and intuitive online learning environment designed to optimize their course experience

  • Gain access to a lively community of practice where they can share queries and insights with course peers to continue learning and networking

  • Receive a certificate to indicate that they have successfully completed critical building blocks of climate competence

Eligibility

• • Enhancing their oversight of climate-related risks
  • Optimizing their organizations’ long-term competitiveness in the context of climate change
  • Augmenting their contribution to boardroom discussions on climate change reporting

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

Lead Instructor

CEO, ESG Global Advisors

Sarah Keyes, CPA, CA

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, Module 1

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

Miranda Hubbs, CFA

Director-in-Residence, Module 1

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

Ms. Hubbs is the former Executive Vice President and Managing Director of McLean Budden Ltd., one of Canada’s largest institutional asset managers. She serves as a director of Nutrien, Imperial Oil, PSP Investments and as Vice Chair of the Canadian Red Cross. She is a member of the Institute of Corporate Directors Climate Strategy Advisory Board and the Global Risk Institute Sustainable Finance Advisory Committee.

Ms. Hubbs is a CFA charter holder, a SASB FSA credential holder, an NACD Governance Fellow and has earned the CERT certificate in Cybersecurity Oversight from the Software Engineering Institute at Carnegie Mellon University.

Wendy Kei, FCPA, FCA, ICD.D

Director-in-residence, 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, Module 3

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

Jo Mark Zurel

Director in Residence, Module 2

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

Jo Mark Zurel

Director in Residence, Module 2

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.

Expert Contributors

Jennifer Coulson, ICD.D

Vice President, ESG, Public Markets, BCI

Jennifer Coulson, ICD.D

Vice President, ESG, Public Markets, BCI

Jennifer Coulson has worked in the financial services industry for over 19 years.  She began her career in the mutual fund business working for a national firm that specializes in responsible investing solutions. As a senior member of the Public Markets Department at BCI she now oversees Environmental, Social and Governance (ESG) risk analysis for portfolio companies; engages with companies to manage ESG risk; develops public policy submissions on ESG matters of broad relevance to the investment industry; and oversees the proxy voting program. Jennifer has an undergraduate degree in Environment & Resource Management from the University of Western Ontario as well as a Masters in Environmental Studies from York University. She has attained the Institute of Corporate Directors designation (ICD.D); Chairs the Investor Group of the 30% Club of Canada; serves on the Investment Advisory Committee for the University of Victoria Student Investment Fund; and, a member of the Board for the SDI Asset Owner Platform. Jennifer was recently recognized as one of B.C’s Most Influential Women in Finance by BC Business Magazine.

Michelle Edkins

Managing Director, Global Head of Investment Stewardship Team, BlackRock

Michelle Edkins

Managing Director, Global Head of Investment Stewardship Team, BlackRock

Michelle Edkins is a Managing Director in BlackRock’s Investment Stewardship team of about 70 specialists covering the Americas; Europe, the Middle East and Africa; and Asia-Pacific.  An active participant in the public corporate governance debate, she was named in the NACD Directorship 100 Governance Professionals list the past ten years.  She is Chair of the International Institute for Sustainable Development, a former Chair of the International Corporate Governance Network and an Aspen Institute First Movers’ Fellow. She currently serves on a number of industry initiatives to enhance governance and sustainable business practices including the Sustainability Accounting Standards Board (SASB) Investor Advisory Group.

Andrew Hall

Director of Sustainable Finance, TMX Group

Andrew Hall

Director of Sustainable Finance, TMX Group

Andrew has been involved in the sustainable finance and carbon markets for over 15 years. In his current role as the Director of Sustainable Finance at TMX Group he is responsible for developing sustainable finance products and executing its net-zero strategy. His market involvement includes being a member of the CSA Transition Finance Technical Committee, World Bank Carbon Markets Working Group and the Sustainable Finance Institute Advisory Group.

Prior to this he worked in commodity trading where he built and managed one of the largest carbon and renewable trading desks in North America. He began his career working in FX trading at Lloyds Bank.
Andrew holds an MBA in finance from the University of Toronto’s Rotman School of Management and a BSc from the University of Lethbridge.
 

Carol Hansell, LL.B, F.ICD

Senior Partner, Hansell LLP; Director, Munich Reinsurance Company of Canada and the American College of Governance Counsel

Carol Hansell, LL.B, F.ICD

Senior Partner, Hansell LLP; Director, Munich Reinsurance Company of Canada and the American College of Governance Counsel

Carol Hansell is the Senior Partner of Hansell LLP, a member of the Hansell McLaughlin Advisory Group. Over her more than 30 years in practice, she has led major transactions for public and private corporations and governments. She now leads an independent firm dedicated to advising boards, management teams, institutional shareholders and regulators in connection with legal and governance challenges. She is regularly engaged in connection with special committee mandates, board investigations, governance design and reviews and shareholder engagement matters. Carol is also a principal with Hansell McLaughlin Advisory Inc., which, together with Hansell LLP, delivers integrated legal, governance, government relations and communications advice. Carol has served on boards of organizations across a variety of sectors – public companies, Crown corporations, financial institutions, healthcare, not-for-profit and arts organizations. She is a Fellow of the Institute of Corporate Directors and the American College of Governance Counsel and the recipient of a number of awards and recognitions.

Jane E. Kinney, BMath, FCPA, FCA

Corporate Director and Retired Vice Chair, Deloitte

Jane E. Kinney, BMath, FCPA, FCA

Corporate Director and Retired Vice Chair, Deloitte

With over 30 years of experience in the financial services sector, Jane is a recognized leader in governance, risk management, regulatory compliance, and internal audit services. Jane is a recently retired Vice Chair of Deloitte Canada and a former member of the firm’s Leadership team. Prior to that role, Jane occupied various positions at Deloitte including that of Canadian Managing Partner, Quality & Risk and of Global Chief Risk Officer. She is a former member of Deloitte’s Board of Directors and Risk Committee.

Jane was most recently lead partner for Deloitte’s most significant Financial Institutions clients, and was responsible for overseeing a broad range of services including strategy, technology, risk (including cyber), finance, analytics, and digital transformation.

Jane has been an advocate for women throughout her career and was recognized as one of Canada’s Most Powerful Women in 2014. Jane was also recognized with a University of Waterloo Math Alumni Achievement award in 2013.

Jane is currently Chair of the Audit Committee and a member of the Risk Committee at Intact Financial Corp., a member of the Audit Committee and Safety, Environment, Responsibility and Reserves Committee at Cenovus Energy Inc., Vice Chair and Chair of the Audit and Finance Committee at the Perimeter Institute for Theoretical Physics and Chair of Nautilus Indemnity.

Jo-Anne Matear

Manager, Corporate Finance Branch, Ontario Securities Commission

Jo-Anne Matear

Manager, Corporate Finance Branch, Ontario Securities Commission

Jo-Anne is a member of the Ontario Securities Commission’s Senior Management Team. She leads a team of lawyers, accountants and geologists in the Corporate Finance Branch that is responsible for the oversight of public companies, including the review of prospectuses, continuous disclosure documents and applications for exemptive relief.
 
Jo-Anne has also led several significant policy initiatives, including those focused on environmental, social and governance issues. For example, she co-leads the Canadian Securities Administrators’ (CSA) climate-related disclosures initiative and leads the CSA’s initiative regarding diversity on corporate boards and in executive roles.
 

Prior to joining the Commission, Jo-Anne practised corporate and securities law in Toronto, Ontario and London, England. Jo-Anne received her Bachelor of Commerce (Honours) from Queen’s University and her Bachelor of Laws from the University of Toronto.

Bertrand Millot

Vice-President, Risk Management, Fixed Income;
Head of Climate Risk and Issues

Bertrand Millot

Vice-President, Risk Management, Fixed Income;
Head of Climate Risk and Issues

Bertrand Millot has a double mandate:

• He is business unit risk manager for the Fixed Income and Financing Solutions portfolios at CDPQ and supports the risk management team of CDPQ's real estate lending arm Otéra Capital.

• He also leads the climate change group, responsible for the designing and implementation of CDPQ's policies in this regard, for the appraisal and mitigation of climate risks in CDPQ's portfolio and leads external collaborative initiatives on climate issues.He closely supports the Stewardship Investing Team in its activities.

Mr. Millot is one of the architects of CDPQ's climate change strategy and a seasoned investor in infrastructure and emerging markets companies, fields where ESG considerations have historically been at the forefront.
At CDPQ since 2015, he recently led the Stewardship Investing team, reaffirming the organization's leadership in this area on the world stage. Previously, as Vice-President in risk management he was responsible for identifying cross-sectoral risk and was business unit risk manager for the Infrastructure portfolio.

Before joining CDPQ, Mr. Millot was CEO and CIO at Cordiant Capital, an emerging market corporate debt fund manager. Earlier in his career, he was active in infrastructure project finance with the European Bank for Reconstruction and Development in London, U.K. and with BNP Paribas in Paris, France.

Mr. Millot is a member of the Council (Board) of the Sustainable Infrastructure Foundation (www.sif-source.org)

Mr. Millot holds an MBA from McGill University, a MSc in Engineering from École Nationale Supérieure d'Arts et Métiers and is a member of the Institute of Corporate Directors (ICD.D designation).

Mark Podlasly

Director of Economic Policy and Initiatives, First Nations Major Projects Coalition

Mark Podlasly

Director of Economic Policy and Initiatives, First Nations Major Projects Coalition

Mark Podlasly (Cook’s Ferry Indian Band, Nlaka’pamux Nation) is at the intersection of Indigenous-corporate issues of governance and infrastructure issues, with extensive experience in the planning, permitting and construction of capital projects connected to energy, resource extraction and community infrastructure around the world.
 
He serves as the Director of Economic Policy and Initiatives to the First Nations Major Projects Coalition, a national 65+ Indigenous nation collective seeking ownership of major projects such as pipelines and electric infrastructure, and as the Director of Governance at the First Nations Financial Management Board leading the development of an Indigenous response to the United Nations Declaration on the Rights of Indigenous Peoples (UNDRIP).  Mark is also engaged as the Chair of the First Nations Limited Partnership (Pipelines), a 16-First Nations $1 billion commercial partnership with Chevron’s Kitimat LNG project.
 
Mark is a graduate of Harvard University’s Kennedy School and a regular speaker at global business/governance events including the International Finance Corporation’s annual sustainability conference in Washington, DC.

Michael Torrance

Vice-President & Chief Sustainability Officer, BMO Financial Group

Michael Torrance

Vice-President & Chief Sustainability Officer, BMO Financial Group

Michael Torrance is Chief Sustainability Officer at BMO Financial Group, overseeing sustainability strategy and leading bank-wide initiatives on environmental and social risk, climate change strategy, ESG focused investor relations, sustainability related disclosure, operational sustainability and sustainable finance. Prior to joining BMO Michael was a Partner at a major international law firm where he led client advisory on environmental and social risk matters. He has served on the Steering Committee of the Equator Principles Association and Chaired the Social Risk Working Group and North America Working Group.