Leveraging the C.Dir. Legacy: Governance Education in Practice
In previous posts, we discussed the legacy of The Directors College’s Chartered Director Program with the founding stakeholders and faculty. Now to meet some of the program’s esteemed graduates from the past 20 years. Andy Poprawa, Jeff Lehman, and Nancy Lum-Wilson are all former recipients of the Gil Bennett Award — an annual award given to graduates who demonstrated a dedication to raising the bar for corporate governance throughout their tenure in the program. All three alumni provided keen insights into how corporate governance education has helped them in their respective fields — politics, health, and finance.
Andy Poprawa (Finance)
Andy Poprawa’s first involvement with the Chartered Director Program was as an actor in the inaugural module five board room simulation in 2004. He had been elected to a board for the first time at 24 and soon realized he needed a formal education on what governance was. In his day job as a financial regulator, he noticed that the boards of banks and credit unions needed help understanding their roles and how to perform them. So, when an opportunity to be involved in a governance program and the chance to learn about the keys to good governance arose, he seized it.
After being involved with the program for several years as a role player in the program’s defining Hollister board simulation, he enrolled as a participant in 2009. In retrospect, it was an interesting year for him to take the program. As a financial regulator, 2009 was a significant period for board governance in his industry. The financial crisis exposed a lack of knowledge at the board level in the financial service industry, a glaring flaw that Poprawa says has since changed.
“Before that (2009), everybody believed that nothing can go wrong, and board members, can sit there to pass resolutions and approve whatever management brought to them,” Poprawa reflects. “That was the first time I heard some very senior people in the financial services community and other communities saying, ‘You know what? We as board members, should be thinking about understanding this complex stuff a bit better.’”
Having been involved in the program for several years, Poprawa entered the course with a degree of knowledge and took on a mentor role within his cohort, which led to him receiving the Gil Bennett award. After graduating he found a second career as a governance advisor working with boards and teaching them how they can become more effective.
He regularly helps with board selection, an issue he learned about in the Chartered Directors Program. Organizations tend to focus on industry knowledge or technical expertise to select board members instead of the crucial behavioral elements that make good directors, with a focus on the 5 C’s of good governance: Competence, Curiosity, Courage, Collaboration, and Compassion.
“One of the biggest things I took away from The Director’s College program and continue to focus on with organizations is the ability to be able to go through a proper search process,” Poprawa says. “Diversity and inclusion is sort of a guiding star for us to make sure that we have not only diversity of gender and other aspects, but diversity of thought as well.”
Twenty years after his first involvement with the Chartered Directors Program, he remains convinced of the importance of governance education. “The bottom line is you should take a governance education program,” Poprawa says. “You should not be in a boardroom today of any sizable organization without having some level of competency in this area.”
Jeff Lehman (Public Service)
The former Mayor of Barrie, Jeff Lehman enrolled in the program in 2016. At the time, he was the acting director at Power Stream, an electricity company owned by Markham, Vaughn, and Barrie. Power Stream had recently merged with three other local companies to become Alectra, the largest community-owned utility in Southern Ontario. Preparing to sit on the board of this new corporation, Lehman wanted to maximize his skills as a board director.
Before taking the course, his governance education had taken place in the board room learning through experience. Module One: Accountability and Change, was eye-opening for him. “What I didn’t expect was just how much I had assumed was right was incorrect,” Lehman recalls, “You fall into the practices or the culture of the organizations that you’re part of, and assume that the whole world works that way. And of course, not only does the whole world not work that way, but in many cases it shouldn’t work that way.”
Within the first few hours of Module One, he learned about the importance of courage and why it is the most valuable trait of a good director. Lehman says this revelation stuck with him, changing how he approached governance. Courageous directors ask questions and readily admit when they require more information to make an informed decision, they develop their own insights and push back against groupthink.
He also learned the basic principles of good governance, the fiduciary duties of a board member, and their responsibilities under the Corporations Act and the Municipal Act.
For Lehman, the crash course on governance was timely on a personal and contextual level. While he readied himself to serve on a larger board, honing his governance skills, the world was entering an era of greater transparency where political bodies were required to show greater accountability to the public.
The emergence of social media meant political figures and boards were being held accountable for what they had said in the past and how they had said it. Lehman says this shift had significant ramifications, “It demanded a higher quality of communication ability, and a better degree of governance knowledge because it was going to separate those who had that knowledge from those who didn’t in a big hurry.”
Lehman enrolled in the Chartered Directors program because of its focus on the responsibility corporations have to, not only their shareholders but also their stakeholders. For his hard work and dedication, Jeff was recognized as the 2016 Gil Bennett Award winner.
Nancy Lum-Wilson (Healthcare)
While it’s considered a single industry, the health industry is actually very fractured. There is alignment in advancing the greater good but often a divide in interests and approaches between the stakeholders, hospitals, and communities, and self-regulated professionals and their peers. Bringing stakeholders together in a boardroom to make decisions is a challenge.
Nancy Lum-Wilson enrolled in the Chartered Directors Program in 2021 with an accomplished resume in the healthcare and pharmaceutical industry. She had been at the executive level in both the private and public sectors and worked with boards on both sides of the table. Having served on various boards across the industry and seen the tension firsthand, she enrolled in the C.Dir. program to learn how to function more effectively within a board, to collaborate with her fellow directors, and work together to make prudent decisions.
In lectures and the Module Five simulation, she learned how executives and boards can better engage, and how board directors can ask better questions in a way to move things forward. She became more conscious about involving all of her fellow directors and finding ways to get everyone engaged in the discussion.
These practices have helped her greatly since graduating. She has a greater perspective of her role and that of her fellow directors now. She tries to garner as many perspectives as possible from around the room to reach the best decision. “When there are people that are not saying much, I will make a point of drawing them out. Quiet voices also have a perspective that we need to listen to. ”
Nancy’s knack for asking the right questions and elevating the voices of others led to her cohort voting for her for the 2022 Gil Bennett Award.
Gil Bennett had an illustrious career as a board director. He spent a lifetime making decisions at the board level as a CEO or Chairman of the Board for an extensive list of organizations. He served as Chairman of the Board for Canadian Tire; FortisOntario Inc.; Encal Energy Ltd.; the Ontario Casino Corporation; and Bracknell Corporation.
Bennett was a part of the faculty at The Director’s College and was the recipient of the inaugural 2014 Distinguished Faculty Award for his contributions to The Directors College. As a faculty member, he provided our participants with invaluable insights from a peerless career, and his involvement greatly enhanced the reputation of The Directors College by association.
My thanks to:
Andy Poprawa is a Regulatory Expert and Governance Advisor specializing in financial and deposit insurance, corporate governance, and risk management. He is also an Independent Corporate Director, Chartered Professional Account, and the former CEO of Deposit Insurance Corporation of Ontario and Senior Advisor at OFAI (Canada) and the Ministry of Finance (Ontario).
Jeff Lehman is the Chair of the Council of the District Municipality of Muskoka, having been elected in December 2022. He was previously the 46th Mayor of the City of Barrie. From 2014 to 2017, and again from 2021 to 2022, Lehman chaired Ontario’s Big City Mayors’ Caucus (LUMCO), representing Ontario’s 28 largest cities. He is also a former founding director of Alectra, the second-largest community-owned utility in North America.
Nancy Lum-Wilson is an accomplished, results-oriented leader with experience in highly regulated sectors and complex stakeholder environments in both the public and private sectors. She currently consults in the non-profit and private healthcare sectors and is an Independent Director on the Board of a private enterprise. She is also former CEO of the Ontario College of Pharmacists and former Chair of the Board of the National Association of Pharmacy Regulatory Authorities.
