Mackay honoured with ICD Fellowship
Lawyer has served on many boards
Harold MacKay, OC (Order of Canada), SOM (Saskatchewan Order of Merit), and QC (Queen’s Counsel), has another set of initials to put behind his name: F. ICD (Fellow of the Institute of Corporate Directors).
MacKay, a prominent Regina lawyer, who headed the Task Force on the Future of the Canadian Financial Services Sector from 1997 to 1998, and has served on a number of corporate boards, was officially inaugurated as one of four ICD Fellows at the 16th annual ICD Fellowship awards gala May 22 at the Fairmont Royal York in Toronto.
The other inductees were: Denis Desautels, chair of Laurentian Bank of Canada from 2003 to 2013; Carol Hansell, director, Global Risk Institute in Financial Services, and Chuck Shultz, director, Canadian Oil Sands.
For his part, MacKay said he was “flabbergasted’’ when told he would be receiving the honour.
“Because in the dozen boardrooms I have seen over the years, I never thought that I was anything special. I just tried to do the job as I understood it,’’ MacKay told the awards gala.
Despite MacKay’s modest assessment of his performance, others have high praise for the Regina native who has practised law for 50 years and served on the boards of companies and Crown corporations like TD Bank, Domtar, Mosaic, Canada Life, Ipsco Inc., Bank of Canada and Federal Business Development Bank (now Business Development Bank of Canada).
Former finance minister John Manley, who worked with MacKay when he was a special adviser to the ministry a decade ago, observed MacKay’s “exceptional talent as a leader. There are few so adept at quickly assessing the situation and identifying the goals, and then collaborating with others to select an objective and remain fixed on achieving it,’’ Manley said in a letter nominating MacKay for the ICD Fellowship award.
Stan Magidson, president and CEO of the ICD, said the Toronto-based institute, which has 7,200 members and 11 chapters across Canada, said MacKay and the other ICD Fellows are models of what a good corporate director should be.
“(They’re) distinguished directors ... who really epitomize the high standards of excellence that directors should be exhibiting in the boardroom,” he said.
Magidson said honouring exceptional directors is just one of the ways the ICD is raising the level of professionalism of corporate directors and improving corporate governance practices in Canada.
“Our mission is to seek to enhance the effectiveness of directors in the boardroom, to help them to be the best they can be at what they do. We do that through education. We do that through information and tools that we provide to our membership,’’ Magidson said.
“We do this by admitting a select number of directors as fellows of the institute ... We try to identify the best directors from across the country on an annual basis and we were honoured to have Harold as one of our fellows this year.’’
Of course, this is only the latest distinction in a long and distinguished career, which began with his primary and secondary school education in Weyburn and in Saskatoon where studied political science and economics at the University of Saskatchewan. After getting his BA with great distinction from the U of S in 1960, MacKay studied law at Dalhousie University, graduating in 1963 and winning the University Medal in Law as the outstanding graduate of Dalhousie Law School.
He joined the Reginabased law firm of MacPherson Leslie & Tyerman as an associate in 1963, becoming partner in 1969, managing partner in 1989, and chairman in 1997. He currently serves as counsel with MLT.
From 2002 to 2003, he was the Clifford Clark visiting economist at the federal department of finance. In 2002, he was made an officer of the Order of Canada and in 2009 he was awarded the Saskatchewan Order of Merit.
He and his wife Jean have two children, Carol and Donald.
MacKay was recently feted at a reception at Greystone Managed Investments, where his son is managing director of Canadian equities for the Regina-based investment fund management company. Prior to the reception, MacKay spoke with the Leader-Post about his latest award, his views on the role of director and the state of corporate governance in Canada today. Here are excerpts from that interview:
LP: Why do you think you received this award?
HM: “It’s always nice to be recognized by your peers ... It’s always gratifying to realize your accomplishments — which frankly are just a product of doing the job, no more than that — are recognized, (and) that you’ve done a good job. Peer recognition, nothing can beat it, really.”
LP: What is the role of the director today?
HM: “It’s an interesting task. Oversight involves keeping the company on the straight and narrow — compliance stuff. But, on the business side, the job of the board is to assist management as it develops the strategy of the company. And a huge job of every board is to hire and, if necessary, fire the CEO because that’s the leader of the band ... So strategy, senior people responsibilities, and the compliance functions, that’s really what it’s about.”
LP: Directors used to be seen as cheerleaders for management. Has the job of director changed much over the years?
HM: “Directors still, if you hire well, like to be supportive of management most of the time. If you’re a constant critic of what your CEO is doing, then get yourself a new CEO and have the courage to do that ...
“But the time commitment has grown exponentially from what I knew in the early days. The intensity of the commitment is much greater than it was. Board meetings, typically, in a major company these days are two-day affairs at a minimum.”
LP: Has the rise of ‘activist ‘shareholders made the job of director more difficult?
HM: “The activist (shareholders) can have an agenda that is in their own interest, but not in the interest of the company. And the way they achieve that at times is to attack boards and board members, individually. So a little bit of this now comes with the territory, which it certainly didn’t 20 years ago.”
LP: Directors are supposed to represent the interests of the shareholders, but also represent the interests of the company as well. Isn’t that a contradiction?
HM: “What’s the job of a director? (It’s to) act in the best interest of the company. When you get a decision (by management) that will almost certainly involve shortterm value destruction, ... but it is in the long-term interest of the company, how do you make that determination? It’s not easy, especially when shareholders with different interests push you in different directions.
“I take the long-term view, personally. I think shortterm thinking is not what either an individual company should be all about, or for that matter what the economy expects companies to be all about.”
LP: Is there too much ‘shortterm’ thinking in the corporate world these days?
HM: “If you end up with people simply trying to make a quick buck out of a corporate opportunity, rather than growing a worldclass company, it’s not optimal. It’s not in the best interests of the company or the country.”
LP: Canada is noted for having well-run, financially sound banks. Is that a function of good corporate governance or good government regulation?
HM: “Bank governance these days in Canada is very good and is responsive to the regulators and tries to be collaborative with the regulators because we’re actually on the same side. But — and there’s a big ‘but’ here — if you go back 30 or 40 years, bank governance in Canada was a bit of a poster boy for bad governance. There were huge boards, with no ability to have decent dialogue around a table with 30 directors, representing various regions and interest groups and so on. All of that is gone.’’
LP: Boards of directors used to be an ‘old boy’s club’ — people who were friends of the CEO or a major shareholder. How has the selection of directors changed?
HM: “Directors are now recruited against a ‘skills matrix.’ So the governance committees of the board will work out that the board needs someone with skill A, skill B, two people with skill C, two or three generalists ... Directors are recruited to boards largely with the use of executive search firms, not the old way where I know soand-so.”
LP: With the rise of activist shareholders, we’re seeing boards with competing, even hostile, blocs of directors. Is that good corporate governance?
HM: “I’m a big believer that board teamwork is the best thing you can give a management team ... It’s like a football team, if you appoint seven offensive linemen and I appoint six offensive linemen, now we’ve got the best offensive line in the world, but we don’t have any quarterbacks or receivers or other players. You need a team. So getting the team on the field and the process of making the team function like a team is pretty much the art of good board governance.”