Hockey Canada Releases Final Independent Governance Review from Former Supreme Court Justice Thomas Cromwell
By Hockey Canada
CALGARY, Alta. – Hockey Canada is releasing the final report from the independent third-party governance review, led by former Justice of the Supreme Court of Canada, Honourable Thomas Cromwell, C.C. The review, and its accompanying recommendations, are intended to provide Hockey Canada with the capacity to play its important role in making the changes in its governance model that are necessary to create the foundation upon which to rebuild the confidence of stakeholders and the public.
The report provides a comprehensive review of Hockey Canada’s governance structure, systems, personnel and processes, and offers important recommendations to help improve the organization and meet industry best practices.
Hockey Canada has already taken action to implement recommendations that were outlined in the interim report released last month. This includes moving forward with important By-Law reforms and taking steps to ensure new leadership is in place to guide the organization following the upcoming Board elections.
The final report expands on this work by providing key recommendations on important areas including:
Board Composition & Board Process
- The recruitment of Directors for the Board of Hockey Canada needs to be fundamentally rethought. A new approach to filling these positions is needed. All stakeholders will need to work together to bring these changes about.
- Achieve more balanced gender representation on the Board of Directors so that no more than 60% of the Directors will be of the same gender.
- Ensure the Board of Directors will include at least one athlete representative (defined as a person who is currently on a national team or competing at the international level, or who was on a national team or competed at an international level within the last 8 years).
- Ensure a majority of the Directors are Independent at the time of their election.
- The Board of Directors should be the group that appoints the Board Chair, using a well-defined process and pre-defined and approved eligibility qualifications (qualities and competencies).
- Board should continue to serve without renumeration.
- Minutes should be taken at all Board, Member and committee meetings by a designated resource.
- A schedule detailing the dates that regular Board meetings and Member meetings will be held should be posted on Hockey Canada’s website.
- Board must step back and re-examine what governance model best achieves Hockey Canada’s strategic vision. It must then implement that model and periodically review it to ensure it continues to serve the best interests of the organization.
Nominating Committee (NC)
- The NC should review and update the skills matrix prior to each election cycle to ensure it reflects the skills, experience and diversity required for the Board to be successful. It should engage and consult with a reputable board recruitment firm to assist with the review of the matrix and recruit qualified candidates.
- Although the majority of the NC should be Independent, there should be at least one athlete representative (defined as a person who is currently on a national team or competing at the international level, or who was on a national team or competed at an international level within the last 8 years) on the NC, along with Member representation and Board representation.
- The Director of Women and Girls Hockey should be a VP-level position reporting to the CEO.
- There should be a VP of Hockey Development dedicated to the development of hockey at the grassroots level, who should work closely with the Member Engagement Department.
- As staff is hired, sufficient onboarding should be provided to them, given the complexities of the organization.
Hockey Canada’s Internal Committees
- Hockey Canada should conduct an in-depth review of its committee structure with a view to:
- Streamlining and maintaining core committees focused on meeting the needs of the new Board;
- Restructuring or disbanding Committees or Task Teams that have lost their relevance or that are operationally focused and perform staff functions;
- Developing a suite of new, refreshed and robust terms of reference that clearly define each committee’s mandate and role, its key duties and functions, what it is responsible for achieving and to whom it is accountable.
The recommendations outlined in the report provide important guidance on the next steps Hockey Canada should take to improve the organization. The report, and its recommendations are currently being reviewed by Hockey Canada Members and will be brought to the new Board of Directors, following their election on Dec. 17, 2022.
Hockey Canada will continue to provide public updates on the organization’s work to address systemic issues in and around Canada’s game.
Terms of Reference for the independent governance review:
Through the independent governance review, the Hockey Canada Board of Directors retained the Honourable Thomas Cromwell to answer the following questions:
1. Was Hockey Canada’s use of the National Equity Fund to fund uninsured liabilities which were met by the Fund appropriate?
a. Is there appropriate oversight concerning payments out of the National Equity Fund?
b. Is the use of the National Equity Fund sufficiently transparent within the organization and in reports to stakeholders?
2. Are the organization’s By-Laws concerning the constitution and operation of the Board of Directors in line with current best practices, appropriate or require amendments? In addition:
a. Recognizing the Board’s current composition, are there recommended changes to the organization’s governance structure that would support and further enhance the diversity of the Board?
b. Are current terms and term limits aligned with best practices?
c. Does the nominating process need to be amended?
d. Is the structure of the various standing committees and task teams, including their Terms of Reference/mandates and reporting mechanism to the Board, appropriate?
3. Does the Board exercise an appropriate degree of oversight of senior management as compared to similar organizations, including:;
a. Is the Board’s current structure, as a volunteer Board with accountability for oversight of the organization, appropriate and in the best interests of hockey in Canada?
b. Is there a clearly defined process describing what items staff must report to the Board (policy vs. operations)?
c. Is the reporting structure to the Board (staff and committees) comprehensive enough to ensure the work of Hockey Canada is efficient, effective, and of the highest quality?
d. What role should the Board play in operations versus policy and strategy?
4. Is the Senior Management Team properly structured and constituted to oversee the operations of Hockey Canada, from the grassroots level to the high-performance level?
5. In the area of governance, are there any other recommendations for actions that the Board of Directors and senior management could take to improve the confidence Canadians have in Hockey Canada?
About The Honourable Thomas Cromwell, C.C.
Thomas sat on the Supreme Court of Canada from December 2008 to September 2016 and on the Nova Scotia Court of Appeal from 1997 to 2008. From 2008 until 2018, he chaired the Chief Justice of Canada’s Action Committee on Access to Justice in Civil and Family Matters.
His contribution to the legal community and society as whole has been widely recognized and he has received numerous awards, including his appointment as a Companion of the Order of Canada, the highest honour of the Order of Canada in December 2017, recognizing him as one of Canada’s most important voices on enhancing access to justice.
About Victoria Prince
Victoria is a Partner and National Leader for the Charities and Not-For-Profit Law Group at BLG. She counsels charities and non-profits on a wide range of issues, including corporate governance advice and training. She is a frequent speaker to the sector. Victoria has been a member of the OBA and CBA Charities and Not-For-Profit law sections for many years.
About Nadia Effendi
Nadia is a Partner and Chair of the Public Law and Appellate Advocacy Group at BLG. She specializes in administrative, regulatory, constitutional, and human rights law, and has appeared before all levels of federal and provincial courts, including numerous times before the Supreme Court of Canada. She more recently served as Lead Counsel to the Honourable Louise Arbour, who was appointed to carry out an independent external review into the Canadian Armed Forces and Department of National Defence in response to reports of harassment and sexual misconduct within Canada’s military.
Nadia is a member of the CBA Federal Courts Bench and Bar Liaison Committee, and a past president and current board member of the Association des juristes d’expression française de l’Ontario (AJEFO).