Museum was right to fire Bondil, says Jarislowsky
Chairman Michel de la Chenelière has shown courage and leadership, Stephen Jarislowsky says.
I have read the letter of Monique Jérôme-forget in La Presse in connection with recent events at the Montreal Museum of Fine Arts, in which she is highly critical of Michel de la Chenelière, chairman of the board, and points to a lack of governance on his part.
As co-founder (with Michel Nadeau) of L’institut sur la gouvernance des organisations privées et publiques (IGOPP), and of the Canadian Coalition of Good Governance, and having run my own company for 63 years as president, as well as having been a board member for some 30 companies, I feel I must say something in response to Jérome-forget’s letter, as I do not agree with her definition of governance.
Although I am not a member of the MMFA’S board, I have been involved with the museum as a donor, and found the board to be very weak before de la Chenelière took the reins. They seemed to have no policy or long-term strategy for the museum, and allowed the director general, Nathalie Bondil, to do as she felt best. In other words, the board was not the guardian of the museum’s culture, and did not give specific direction to the director general, nor closely supervise what Bondil did. It was, in many ways, a rubber-stamp board.
Contrary to Jérôme-forget’s opinion, the board of an organization is the top boss. It is tasked with appointing a president or director general, who is hired as chief executive to carry out the board’s policy and strategy, and instil the culture of the organization. Any director has the right to speak to anyone in the corporation, with or without the executive’s knowledge, since one major function of a board is to assess management as well as the quality of the executives.
A board often has a special auditor who reports only to the board, and after the meeting of a good board, there should always be an in-camera session, behind closed doors, to review the executive leadership and its execution. Any director’s questions should be answered at a board meeting by the executive, and any director should be able to meet members of the executive team alone or in a group. There should be no micro management, though individual officers should be able to seek advice on management problems from individual directors. As such, board members act as mentors. If such a process didn’t exist, management would only provide information of its choice to the board, making it impossible for the board to fulfil its fiduciary responsibility.
With regard to her request for Nadeau to investigate the situation, Jérôme-forget seems unaware of the importance of this process. It is up to the chairman of the board to guide the board forward and be the board’s spokesperson. It is up to the board to make its policies stick and to determine strategy and policy, with executive input. The board is specifically there, by law, to manage governance on behalf of stakeholders, employees, clients, suppliers and communities.
In the case of the MMFA, the director general, Bondil, had arrogated board rights for herself, since the board itself was weak, uninformed and had not done its fiduciary job as custodian for far too long. As a result, the mission strayed from that of a true museum of art, which prioritizes its collections, and the visibility of these collections, in the rotation of exhibitions both of the collection and of borrowed art.
Bondil was superbly effective at drawing a wider public to the museum using popular art and non-art, and her excellence on this point is to be widely applauded. However, these types of exhibits should never have been mounted at the expense of the true raison d’être of the MMFA. They should not have pushed the museum’s collection out of the museum’s best locations, nor should they have prevented the museum from building the collection or showing great art from other collections and museums, in rotation.
My personal experience was that the call for more attention to be given to the collection itself, and specifically to the Quebec and Canadian Art collections, was met with nothing more than a token response. My foundation, for example, donated $1.5 million to the MMFA in 2013 to hire a Canadian curator, with the requirement that $1 million of that amount be matched for greater impact. This matching was not done until many years after the gift was made, despite the fact that it was part of the agreed-on protocol in our contract. It simply was not a priority.
The remaining $500,000 of our gift was originally given to support two bi-annual exhibitions. The first was to be called “Montréal Collects” and was meant to publicly show Montreal’s many private collections, and encourage subsequent major gifts to the museum’s collections from Montrealers. However, “Montréal Collects” happened only once — prior to our gift being given — and the museum has not organized any such exhibits since. The other bi-annual exhibition stipulated in our gift was to showcase works by exciting young Canadian and Québécois artists in a bi-annual “Spring Exhibition” — yet no “Spring Exhibition” was ever held.
Two of the Canadian Art curators we helped fund privately complained to me. Both of them subsequently quit. A third one was hired, but not on the basis of the method we had agreed upon with the MMFA. As a result, other than the Beaver Hall Painters show, there have been no serious large Canadian exhibitions.
Due to its weakness, however, the board did not object. They were mesmerized by Bondil’s success in bringing the general public to the museum. But by allowing her free rein, the MMFA’S true focus on art was sidelined, and the museum lost valuable staff.
In my view, de la Chenelière’s courage and leadership allowed the board to reassert itself, and I feel it is a tragedy that this was not done earlier so as to balance the priorities of Bondil with those of other members of the MMFA team, and to prevent the loss of excellent staff.
Neither Bondil nor any other director general should be allowed to usurp the power of the board. So, despite my long-term friendship with Bondil, for whom I have a great deal of respect, I am convinced that the board of the MMFA made the right decision. Stephen Jarislowsky ran Jarislowsky Fraser Ltd., Canada’s leading investment management firm, from 1955 until 2018, when it was sold to Scotiabank. He now works as a philanthropist. He lives in Montreal.
In the case of the MMFA, the director general, Bondil, had arrogated board rights for herself, since the board itself was weak, uninformed and had not done its fiduciary job as custodian for far too long. Stephen Jarislowsky