ANNUAL REPORT. Better Directors. Better Boards. Better Business.

Transcription

1 ANNUAL REPORT 2013 Better Directors. Better Boards. Better Business.

2 THE ICD OFFERS A FORUM FOR DIALOGUE AND ENGAGEMENT ON ISSUES AND CHALLENGES FACING DIRECTORS, NATIONALLY AND GLOBALLY. CONTENTS 3 Profile 3 About this Report 4 Annual Review in Numbers 5 Message from the Chair 6 CEO s Report 8 Corporate Governance 9 Board of Directors 13 Year in Review 15 New ICD Brand 17 Looking Ahead: New Three-Year Strategic Plan 2

3 PROFILE VISION To be the pre-eminent organization in Canada for directors in the for-profit, not-for-profit and Crown Corporation sectors. MISSION To represent the interests of directors to foster excellence in directors to strengthen the governance and performance of Canadian corporations and organizations. The Institute of Corporate Directors is the globally recognized, not-forprofit member association for directors in Canada. We are the voice of Canadian directors and boards; we provide quality and relevant director education, advocacy and thought leadership, and current resources to improve the performance of Canadian directors. We have over 7,700 members and a We believe that it is through the shared network of 11 local chapters coast to wisdom and knowledge of our diverse coast. Our vibrant membership includes membership that we can have a lasting seasoned and emerging directors who impact on Canadian boards and foster the currently serve on boards in the for-profit, highest standard of directorship. not-for-profit, and Crown corporation We are a founding member of the sectors. We also welcome C-suite and Global Network of Director Institutes, an senior executives who aspire to serve international collaboration of membership on boards. organizations to share expertise in The ICD offers a forum for dialogue and corporate governance and professional engagement on issues and challenges director development. facing directors, nationally and globally. ABOUT THIS REPORT This is our first Annual Report. The objective in producing this Annual Report is to provide members and stakeholders with an overview of our performance and activities in the 2012/2013 fiscal year. Our activities are considered in the context of our strategic areas of focus: advocacy, education, and member services. We also report on our corporate governance, our chapters, and our new brand. References to we, our, ICD, and Institute in this report are to the Institute of Corporate Directors. ANNUAL REPORT

4 ANNUAL REVIEW IN NUMBERS Total Members June 30, ,125 27% Overall Growth in Membership over 12 months June 30, ,767 Board Member Companies June 30, 2012 June 30, Membership By Chapter ONTARIO (GTA) - 2, NEWFOUNDLAND & LABRADOR MARITIMES OTTAWA MANITOBA QUEBEC INTERNATIONAL EDMONTON SASKATCHEWAN SOUTHWESTERN ONTARIO ,109 - CALGARY BC - 1,057 Total Course Alumni June 30, 2012 June 30, ,078 1,772 Total ICD.D Designations Awarded June 30, 2012 June 30, , Course Alumni (for fiscal year ending June 30, 2013) Directors Education Program NFP Program Short Courses 994 Course Offerings (for fiscal year ending June 30, 2013) 61 Course Offerings nationally Directors Education Program NFP Program Short Courses

5 MESSAGE FROM THE CHAIR Dear members, This has been a productive year for the Institute, and I am proud to serve as Chair of an organization that acts as a place where members come together to learn and share their knowledge for the benefit of the profession. The work our organization does to collectively improve the director community in Canada for better boards, and ultimately, better business, has also never been more important. To support our expanding membership base, the ICD has made several changes in the last few years that you will read about throughout this report. In 2013, we mark the completion of a three-year strategic plan and the beginning of a new threeyear journey for the Institute. I believe we are closer now to cementing our place as the go-to community for directors in Canada, and leading the way as the voice of directors in this great country of ours. During the past year, the ICD has advocated on behalf of the director community on issues such as proxy advisory firms and security holder rights plans. We have engaged in discussions with senior directors, regulators and the media to ensure that the views of our membership were heard. We have also enhanced our corporate governance structures by adopting new by-laws, in accordance with the Canada Not-for-Profit Corporations Act. We have also augmented the national board of directors to better represent our local members. Seven new directors joined the ICD in 2012/2013: Hon. David Emerson, PC, OBC Gerald Grandey John K.F. Irving Hon. Frances Lankin, PC, CM, LL.D (HC) Stan Magidson, LL.M. ICD.D Sarah Raiss, ICD.D Jo Mark Zurel, FCA On behalf of the board, I would like to thank retiring board members, Jim Fisher and Robert Parizeau for their time, expertise and talent. I have enjoyed serving with them and am proud of what we have been able to accomplish in strengthening the ICD. I am pleased with all the ICD has accomplished over the past three years of the strategic plan, and in the past 12 months, in particular. With the launch of the new ICD brand, the organization is turning a new page and entering an exciting period in the organization s history. I hope you enjoy reading about our successes and new direction in this (our first) annual report and look forward to seeing many of you at the 2014 National Conference and Fellowship Awards Gala in Montreal. DONNA SOBLE KAUFMAN, LL.M, F.ICD Chair of the Board Institute of Corporate Directors ANNUAL REPORT

6 CEO S REPORT AT THE END OF OUR FISCAL YEAR ON JUNE 30, 2013 WE WERE 7,700 STRONG. Dear members and colleagues, Welcome to the ICD s inaugural Annual Report. When you follow our story through these pages, you will learn of an everevolving national organization dedicated to director development, and one that is proud to serve as the go-to community for directors in Canada. The past year has brought much change to the ICD, in part due to our need to provide a higher level of service for our expanding membership (which has grown to over 7,700 across Canada). As the globallyrecognized national body representing the interests of Canadian directors, we are proud of our accomplishments to-date, and in particular the outcomes of our three-year Strategic Plan, which we embarked on when I took over as President and CEO in July, In this report, we will update you on our performance on the key pillars of the Strategic Plan, and provide highlights of the new 2014/2016 Strategic Plan. These are exciting times for the ICD and we are looking forward to what the future holds. Much of our strategic focus in the next few years builds on our accomplishments of the past, and embraces the needs of the future. From our significant investment in IT infrastructure to the development of our new brand and value proposition, the ICD is an organization at the edge of change and innovation. MEMBERSHIP GROWTH The strength of our organization is very much dependent upon our members. As our membership grows, so does our capacity to respond to the director community. The ICD s membership has grown exponentially in the past three years, and in the last 12 months, in particular. When I took over as CEO in 2010, we stood at 4,300 members and 9 chapters. At the end of our fiscal year on June 30, 2013 we were 7,700 strong covering a network of 11 chapters across Canada. Our chapters in BC and Calgary have crossed the 1,000 mark in terms of local members, and we welcomed two new chapters, Newfoundland & Labrador and Southwestern Ontario, into our cross- Canada network. Our chapters play an important role in serving our director community coast to coast. ACCOMPLISHMENTS One of the main accomplishments of this past year is the launch of our new brand. More than just a logo, our brand now communicates well our value and represents the promise of what our stakeholders can expect from the ICD in providing guidance, increased advocacy and to connect our members with other influential business leaders. Our new logo represents these values and what we stand for in offering shared wisdom for optimal and lasting board impact. Nowhere will you see the true representation of our new brand more, than in our new 6

7 2013 ICD CONFERENCE PANEL DISCUSSION website, which embodies the brand and spirit of the ICD. Furthermore, the website effectively meets the needs and aspirations of our members, providing them the tools and resources to be better directors. I am also pleased with the success of the 2013 ICD National Conference and Fellowship Awards. Directors and thought leaders tackled the challenges of shareholder activism and then came out in the evening to honour excellence in directorship. The ICD Fellowship Awards are the culmination of the year s efforts and a symbol of what we mean when we say better directors, better boards, better business. Each of the recipients this year Carol Hansell, Denis Desautels, Harold MacKay, and Charles Shultz are worthy of the F.ICD honour. Other accomplishments include the success of our new suite of one-day courses, developed and delivered by the ICD. By Directors For Directors is not just the tagline for the ICD Short Course, but the foundation on which the courses are built. I am also proud of the continued popularity of our flagship ICD-Rotman Directors Education Program. In 2014, the DEP will mark its 100th course offering. LOOKING FORWARD - STRATEGIC PRIORITIES From shareholder activism to increased emerging market risk today s increasingly challenging business environment has created a growing debate on amending regulations regarding anything from boardroom diversity to director and executive compensation. In order to ensure the interests of our director community are heard and represented, a new strategic plan has been created in which advocacy, nationally and internationally, is a main strategic imperative. The development of advocacy of policy is one of the ICD s new core functions, both in serving our membership and continued improvement of Canada s economy. Our participation in the Global Network of Director Institutes will further our contribution to directorship globally, just as we work towards our aspirational goal to be the go-to community for directors in our home market. With our refreshed vision in mind and as we collectively embark on our new direction, I am confident our members will receive an enhanced experience and find greater value in the ICD. Thank you for your continued support, and for allowing us to be the voice of Canada s director community. I, along with the entire ICD Team, look forward to working with you over the next year in supporting and developing an even stronger group of Canadian directors. STAN MAGIDSON, LL.M, ICD.D President & CEO Institute of Corporate Directors ANNUAL REPORT

8 CORPORATE GOVERNANCE Given our role in the director community, it is important that our corporate governance structures and our Board adhere to the highest standards. The ICD National Board of Directors is composed of ICD members representing all regions of Canada. The directors serving on the Board are volunteers, with the exception of the ICD President and CEO. The Board is responsible for the stewardship of the ICD and for supervising the management of the business and affairs of the ICD. In this respect, the Board acts as the ultimate decision-making body of the ICD, except with respect to those matters that must be approved by members. BOARD COMMITTEES The Board has an Audit Committee and a Governance and Human Resources Committee. Each Committee has its particular oversight responsibilities in relation to the ICD but all have common rules of governance and composition, and common operating principles and procedures. BOARD COMPOSITION Directors on the ICD Board, other than the CEO, are independent unless the Governance and Human Resources Committee otherwise determines that the inclusion of a non-independent director would be appropriate. Board diversity is extremely important for the ICD and we strive to ensure that our Board is diverse in terms of gender, ethnicity, age, business experience, functional expertise, personal skills, stakeholder perspectives, and geography. 8

9 BOARD OF DIRECTORS MRS. DONNA SOBLE KAUFMAN 1,2 LLM, F.ICD (Chair) CORPORATE DIRECTOR DIRECTOR SINCE: 2005 Mrs. Kaufman has been Chair of the Board since A lawyer by training, she has served on many boards, including Selkirk Communications, where she was Chair and CEO, Southam Inc., Provigo, Hudson s Bay Company, BCE, Bell, the Public Sector Pension Investment Board, UPM- Kymmene, of Helsinki, Finland, and TransAlta Corporation, where she is the immediate past Chair of the Board. Donna has also served on the boards of several Crown and not-for-profit organizations. She is a member of the Canadian Advisory Board of Catalyst and of the Prime Minister s Advisory Committee on the Public Service of Canada. DR. GAIL COOK-BENNETT 2 CM, PhD, F.ICD CORPORATE DIRECTOR DIRECTOR SINCE: 2009 Gail Cook-Bennett is Past Chair of the Manulife Financial Board. Gail Cook-Bennett was the Chair of the Canada Pension Plan Investment Board from 1998 to 2008, an investment management organization that invests the Canada Pension Plan fund to help pay the benefits of 17 million Canadians who participate in the Plan. She is a Member of the Order of Canada. She holds Doctor of Laws degrees (honoris causa) from Carleton University and York University and is a Fellow of the Institute of Corporate Directors. HON. DAVID L. EMERSON PC, OBC. CORPORATE DIRECTOR DIRECTOR SINCE: 2013 David Emerson is a corporate director and a public policy and business advisor. He has held senior positions with the Government of Canada, including Minister of Foreign Affairs, Minister of International Trade and Minister of Industry. Mr. Emerson currently serves as Chair of the boards of Maple Leaf Foods Inc. and TimberWest Forest Corporation. He also serves on the boards of Finning International Inc., Stantec Inc. and Newgold Inc. He has served as Chairman and CEO of Canadian Western Bank and CEO of Canfor Corporation and Vancouver International Airport Authority. Mr. Emerson is Co-Chair of the Prime Minister s Advisory Committee on the Public Service. MS. STEPHANIE FELESKY 2 CM, ICD.D CORPORATE DIRECTOR DIRECTOR SINCE: 2009 Stephanie Felesky is an independent director on the board of Canexus and a member of the Calgary Police Commission. Ms. Felesky is also a director of the West Campus Development Trust, Co-Chair of Upstart (formerly the Calgary Children s Initiative) and a founding director of the Calgary Homeless Foundation. In 2004, she was appointed a member of the Order of Canada and in 2009 was awarded an Honourary Doctor of Laws from the University of Calgary. In 2005, she received the designation of ICD.D from the Institute of Corporate Directors. 1 Audit Committee 2 Governance & Human Resources Committee ANNUAL REPORT

10 BOARD OF DIRECTORS MR. JIM FISHER 1 MR. GERALD GRANDEY 2 MR. JOHN K. F. IRVING 2 HON. FRANCES LANKIN 1 MBA CORPORATE DIRECTOR IRVING GROUP OF COMPANIES PC, CM, LL.D. (HC) ROTMAN SCHOOL OF DIRECTOR SINCE: 2012 DIRECTOR SINCE: 2012 CORPORATE DIRECTOR MANAGEMENT, UNIVERSITY OF TORONTO DIRECTOR SINCE: 2007 Jim Fisher is Vice-Dean and a chaired professor at the Joseph L. Rotman School of Management, University of Toronto. Currently he serves on and has served on a number of boards, including Trimark Financial, Canadian Tire, Atlas Cold Storage, ACE Bakeries, National Bedding Co., Lallemand Inc. and Parmalat. He is also on the board of KidsNow. Four times voted Teacher of the Year by the second year MBA classes, he teaches Leadership, Organization Design, and Strategy in the MBA, Executive MBA, Omnium and Executive Development Programs. Gerald Grandey is a corporate director and serves on the boards of Potash Corporation of Saskatchewan, Canadian Oil Sands, Rare Element Resources, Sandspring Resources Ltd., the Saskatoon Chapters of the YMCA and Junior Achievement, Persephone Theatre, the Dean s Advisory Council for the Edwards School of Business, and the Board of Governors of the Colorado School of Mines. In 2011, he retired after nine years as CEO of Cameco Corporation. He is past Chair of the World Nuclear Association and has served on the boards of Centerra Gold Inc., Bruce Power and Cameco. John K.F. Irving has been active within the Irving Group of companies since 1983 and is currently the President of Ocean Capital Investments Limited, which owns companies active in a number of business areas including real estate, radio broadcasting, and construction and building materials. He is a director of Irving Oil Limited. He is the Chair of the New Brunswick Museum and the Honorary Colonel for the 3rd Field Artillery Regiment, The Loyal Company, the Canadian Army s oldest serving Artillery Regiment. He has served as Chair of the Saint John Regional Hospital Foundation and Chair of the Atlantic Institute of Market Studies. DIRECTOR SINCE: 2012 The Hon. Frances Lankin is the former President and CEO of United Way Toronto. She was the Member of Provincial Parliament for Beaches-East York and held posts as provincial Minister of Government Services, Chair of Management Board, Minister of Health and Minister of Economic Development and Trade. Ms. Lankin is currently Chair of the Ontario Press Council, a member of Canada s Security Intelligence Review Committee and the Board of Directors of Metrolinx, the Ontario Hospital Association and the Literary Review of Canada. 1 Audit Committee 2 Governance & Human Resources Committee 10

11 OVER 2,900 PARTICIPANTS HAVE COMPLETED OUR FLAGSHIP, ICD-ROTMAN DIRECTORS EDUCATION PROGRAM AND 2,200 OF THOSE HAVE ATTAINED THEIR ICD.DS TO DATE. MR. STAN MAGIDSON MR. ROBERT PARIZEAU 2 MS. SARAH RAISS 2 MR. LUC VILLENEUVE 1 LL.M., ICD.D INSTITUTE OF CORPORATE DIRECTORS DIRECTOR SINCE: 2012 Stan Magidson is the President and CEO of the Institute of Corporate Directors and currently serves on the Boards of Directors of Weizmann Canada and the Canadian Foundation for Governance Research (CFGR). He was a partner in the law firm, Osler, Hoskin & Harcourt LLP and is a former director of Junior Achievement, Southern Alberta. Mr. Magidson is actively involved in the policy implications of securities regulation as well as director education. He is the former Chair of the Securities Advisory Committee to the Alberta Securities Commission. L.SC, F.ICD AON PARIZEAU INC. DIRECTOR SINCE: 2007 Robert Parizeau is chairman of the boards of Gaz Métro and Aon Parizeau Inc. Mr. Parizeau is a director of National Bank Life Insurance Company, the Canam Group, Power Corporation and Van Houtte Inc. He is also a member of the Board of the Musée national des beaux-arts du Québec and of the Lionel-Groulx Foundation. Mr. Parizeau is the recipient of numerous awards, including the Bâtisseur of Revue Commerce, the HEC Graduate Award in 1995, the Award of Merit of the Graduates of the University of Montreal in 2003, and an honorary doctorate degree in MBA, ICD.D CORPORATE DIRECTOR DIRECTOR SINCE: 2012 Ms. Raiss currently serves on the boards of Shoppers Drug Mart, Commercial Metals Company, a US Fortune 300 public company, and Canadian Oil Sands. She is Chair of the Alberta Electric System Operator Board of Directors, past Business Development Bank of Canada board member, past President of the board of governors of the Calgary Petroleum Club and past chair of ICD s Calgary Chapter. Ms. Raiss was Executive Vice President of Corporate Services at TransCanada, and in engineering, operations, strategy and IT in the telecommunications industry prior to TransCanada. FCA DELOITTE DIRECTOR SINCE: 2009 A Deloitte partner since 1985, Luc Villeneuve has been the firm s President in Quebec since January 1, Mr. Villeneuve is a member of the Board of Directors and Vice-Chair of Deloitte Canada since 2007 and a member of the Board of Directors of the Deloitte Foundation. In 2006, Mr. Villeneuve became a fellow of the Order des comptables agréés (FCA) in recognition of his contributions to the profession and the community. He is very interested in corporate governance issues and is a graduate of the Directors Education Program of the Institute of Corporate Directors. ANNUAL REPORT

12 BOARD OF DIRECTORS MR. PETER D. WATSON 1 MSC, ICD.D SCM INSURANCE SERVICES DIRECTOR SINCE: 2010 Peter Watson is a corporate director and business advisor with extensive experience in risk management, insurance and transportation. Mr. Watson is Chairman of SCM Insurance Services and has held numerous board positions in publicly traded, private, public sector and NFP corporations in a number of industries including insurance, mining, oil and gas, aviation, technology and government. Prior to becoming fully engaged as a corporate director, Mr. Watson was President and CEO of Willis Corroon Melling Ltd. He has attended the Executive Management Program at the Harvard Graduate School of Business and lectured at McGill University. MR. JO MARK ZUREL 1 FCA CORPORATE DIRECTOR DIRECTOR SINCE: 2012 Jo Mark Zurel is President of Stonebridge Capital Inc., a position he has held since 2006, and is a member of various boards, including Highland Resources Inc., Newfoundland Power Inc., the Canada Pension Plan Investment Board, and Major Drilling Group International Inc. He is currently Chair of Newfoundland Power and on the boards of several not-forprofit organizations, including Chairman of the Atlantic Provinces Economic Council. Prior to 2006, Mr. Zurel was Senior Vice-President and Chief Financial Officer of CHC Helicopter Corporation, where he helped build it into the largest helicopter company in the world. IN ADDITION TO ADVOCATING NATIONALLY, THE ICD IS ONE OF THE FOUNDING MEMBERS OF THE GLOBAL NETWORK OF DIRECTOR INSTITUTES, WITH EIGHT OTHER LEADING NATIONAL DIRECTOR ASSOCIATIONS IN AUSTRALIA, BRAZIL, EUROPE, MALAYSIA, NEW ZEALAND, SOUTH AFRICA, THE UNITED KINGDOM AND UNITED STATES. 1 Audit Committee 2 Governance & Human Resources Committee 12

13 YEAR IN REVIEW THIS SECTION PROVIDES A DETAILED LOOK AT THE INITIATIVES AND ACHIEVEMENTS OF THE ICD IN 2012/2013. VOICE OF DIRECTORS SAVE THE DATE! The 2014 ICD National Conference and Fellowship Awards Gala will take place in Montreal, Quebec, on September 18, 2014 Advocacy is an important strategic pillar of the ICD, and is core to our role as the voice of directors in Canada. In this regard, we have taken a number of positions over the past three years, and in particular, over the past 12 months (in an ever-changing and complex business environment). To date, we have responded to requests for comments by the OSC, TSX and CSA on corporate governance instruments that have a particular impact on the role of directors and their ability to perform their duties, such as shareholders rights plans, proxy advisory firms and early warning reporting systems. We also provided our comments to the CPA/CPAB enhancing audit quality initiative, and have been an active proponent of advocating diversity in the boardroom. DIRECTOR EDUCATION ENGAGEMENT ICD DIRECTORS REGISTER 2,491 Director Candidates 28% Women and Visible Minorities 229 Total Board Postings 56 Board Placements EVENTS Chapter Events: 89% overall satisfaction nationally* National Conference: 96% overall satisfaction Webinars: 2,418 views PUBLICATIONS Director Journal: 86% overall satisfaction Eyes on Governance: 79% overall satisfaction NATIONAL LINKEDIN GROUP 1,770 Members 306 Discussions 570 Comments and Likes *excluding Quebec We believe delivering quality director education can and does contribute to better directors, better boards, and better business. Over 2,900 participants have completed our flagship ICD-Rotman Directors Education Program and 2,200 of those have attained their ICD.Ds to date. Likewise, 2,100 not-for-profit directors and executives have completed the ICD-Rotman NFP Governance Essentials Program. In November 2011, we added to our offerings by creating a suite of national one-day short courses, wholly developed and delivered by the ICD. We now offer five one-day courses nationally and have completed 52 course offerings with more than 1,400 participants. PRODUCTS AND SERVICES The ICD believes strongly in providing value to our members, whether it s through education or through the services that we provide. This past year, we enhanced the ICD Directors Register by introducing a self-service board search platform; almost 2,500 members are part of the Directors Register. We also launched an improved online Resource Centre that includes over a thousand governance resources, reports, and articles that are easy to search. The ICD also entered the digital media space, first with the formation of our members-only LinkedIn Group, and then with the launch of the ICD Webinar Series. Both services provide members online opportunities to learn and share with their peers. ANNUAL REPORT

14 DIRECTOR EDUCATION COURSE ALUMNI (CUMULATIVE) Directors Education Program 2,978 NFP Program 2,150 Short Courses 1,437 Total ICD.D designation holders (cumulative) 2, Course Offerings Nationally CHAPTERS In 2012/2013, our chapters held a total of 105 events across the country, including member-only roundtables, complimentary networking events for members, and panel discussions featuring seasoned directors. Chapters in BC, Ontario and Saskatchewan also expanded their reach to include satellite locations outside the main cities. The ICD also organized a national turnkey event on Reputation Risk with valuable insights for boards from experienced directors including Dallas Howe, Chair, PotashCorp; the Hon. Brian Tobin, Chairman, New Flyer Industries and Clive Bedoe, Founder and Chairman, WestJet. COURSE OFFERINGS (CUMULATIVE) NATIONAL CONFERENCE AND FELLOWSHIP AWARDS GALA Directors Education Program NFP Program Short Courses ICD S POLICY POSITIONS The annual conference, now in its 3rd year, focused on shareholder activism and was very well attended. Discussions were varied from a case study on CP to the role of proxy advisory firms, regulators, and social media. The conference had over 500 attendees and a 96% satisfaction rating. The Fellowship Awards Gala celebrated 16 years with the inauguration of Carol Hansell, Denis Desautels, Harold MacKay, and Charles Shultz. With over 700 guests in attendance, the Fellowship Awards presented a great opportunity for Canada s director community to honour their own. Security Holder Rights Plans Early Warning System and Related Take-over Bid and Insider Reporting Issues Potential Regulation of Proxy Advisory Firms Diversity in the Boardroom Director Elections Shareholder Democracy Issues (Say on Pay) Learn more at ADVOCACY & THOUGHT LEADERSHIP Comment Letters to Regulators and 8 Industry Bodies Media Placements & Mentions 55 CEO Interviews 21 GLOBAL NETWORK OF DIRECTOR INSTITUTES (GNDI) In addition to advocating nationally, the ICD is one of the founding members of the Global Network of Director Institutes, with eight other leading national director associations in Australia, Brazil, Europe, Malaysia, New Zealand, South Africa, the United Kingdom and United States. The initiative represents over 100,000 directors globally and provides a forum to share experiences, case studies and best practices on current and developing corporate governance issues. GNDI has issued three joint policy perspectives on board diversity, mandatory audit firm rotation, and integrated reporting. Although the GNDI has already made significant achievements, we believe there is much more to accomplish and see the long-term value for the ICD and its members through this collaboration. IT INFRASTRUCTURE UPGRADE For the past two years, the ICD has been engaged in updating its IT infrastructure and systems. If you have visited our website lately, you may have noticed the differences. The new website is streamlined with intuitive and user-friendly navigation. We have been commended by members on the positive changes to our website and the online experience overall. While the majority of the updates have been implemented, we are continuing to enhance our online functionality and exploring ways for members across the country to access information, resources, and functionality in a streamlined process. We thank our members for their patience during this transition period. 14

15 NEW ICD BRAND Throughout our 33 year history, the ICD has prided itself on creating a space where directors can go to give and to draw upon the valuable experience and knowledge necessary to maximize their contributions in the boardroom. Since our founding members first met at what was then called the Skyline Hotel (near Toronto Pearson International Airport) to discuss the need for a national directors body, our desire to serve and enrich the director community hasn t changed although the business landscape has. ANNUAL REPORT

16 NEW ICD BRAND WHY THE CHANGE? There is no question that the role of directors has become more challenging after the global financial crisis. Stakeholders and regulators demand a higher level of performance and accountability, and directors are faced with making tougher decisions with less time. In spite of the fact that the ICD was recognized for helping develop the strong directors of today and beyond, we were considered a bit of a men s club with perhaps, overly conservative overtones, and dedicated only to directors of large, corporate boards. Moreover, the growth in members from private, not-for-profit and Crown organizations, the changing landscape of corporate Canada, both inside and outside the boardroom, and the changing role of the director indicated it was time to refresh the ICD corporate identity and positioning. Our new brand is inspired by and resolves to foster a strong national director community while actively participating in it. Where we historically refrained from taking a public position on governance issues, we now routinely advocate on behalf of directors in order to ensure their views are represented, consistent with good corporate governance. We are proud to be the go-to community for directors to foster shared wisdom and to develop their full potential. VALUE PROPOSITION Because we strongly believe better directors lead to better boards and ultimately to better business, our new logo tells our story, communicates our values and makes a promise about what our stakeholders can expect from us. When you look at it you are looking at a symbol of confidence, a community of wisdom and the pride of being a member. Our new branding also represents the trust our members have in us to provide guidance, increased advocacy and a forum to facilitate and connect our members with other influential directors. As we move forward together, we bring our new brand to life and become a stronger organization that is better able to serve our community. Our revamped website and new logo is a reflection of all of this and most importantly it represents shared wisdom for optimal and lasting board impact. This is our brand s new essence, and what now defines our core activities. 16

17 LOOKING AHEAD New three-year Strategic Plan Better Directors. Better Boards. Better Business. These words have always defined the ICD s goals and culture and the work that we do in order to deliver on them. Amidst an increasingly challenging global economic landscape, the ICD s board and management recently agreed on a new three-year strategic plan that offers a new level of support to our members across provinces and sectors and strives to enhance the effectiveness of Canadian directors. Our new brand and refreshed strategic priorities for the next three years are inspired by the success of the last three years and set out to accomplish the following: 1 Position the ICD as the go-to community for directors in Canada 2 Deliver the highest quality and relevant education in Canada to make directors as effective as possible 3 Establish the ICD as the recognized voice of directors in Canada 4 Expand the ICD s reach and influence internationally In line with these priorities, we ve updated (and will continue to expand) our director education courses, tools and resources, as well as advocacy initiatives so that the perspective of Canadian directors, consistent with good corporate governance, is well represented at the national and international level. We look forward to working with our 11 chapters to implement this plan. Together we are fostering excellence in Canadian directors, positively influencing the environment in which they operate, and building better boards for a more robust economy and better society. ANNUAL REPORT