OTTAWA— From Saturday's Globe and Mail
Published Friday, Mar. 30, 2012 7:30PM EDT
Last updated Friday, Mar. 30, 2012 7:35PM EDT
Bombardier Inc. BBD.B-T used to have one of the worst governance reputations in Corporate Canada. Now, it’s about to hold a very different distinction, as the only Canadian company with not one, but two former federal auditors-general on its board of directors.
In six weeks, Sheila Fraser, who retired as Auditor-General of Canada after 10 years last May, is expected to join the board of the transportation giant at its annual meeting, taking a seat near her friend and predecessor as Canada’s top federal watchdog, Denis Desautels. It will be her second corporate board, after she became a director last November of Manulife Financial Corp.
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“There is a fair bit of learning and getting up to speed on these very complex, world-class organizations and what makes them tick,” Ms. Fraser, 61, said in an interview. “I’d like to think I can ask questions and be direct. If I have something I want to know, I’ll ask about it, and will work hard to understand the issues.”
Ms. Fraser’s arrival on the Canadian corporate scene is particularly timely. At a time when the boards of some Canadian companies – including Research In Motion Ltd. RIM-T and SNC-Lavalin Group Inc. SNC-T – are under increased scrutiny for their handling of leadership crises, Ms. Fraser brings a past free of politics or scandal, as well as a reputation for integrity, credibility and sound judgment.
“Sheila is a strong person and she figures things out pretty fast,” said Mr. Desautels, who worked with Ms. Fraser at accounting firm Ernst and Young in the 1980s before recruiting her to be deputy auditor-general in 1999. “She’ll do well as a director.”
Manulife chairwoman Gail Cook-Bennett said that Ms. Fraser brings ‘financial acumen, international accounting experience and deep knowledge of government’ to the boardroom table.
Like Mr. Desautels, who joined four Canadian corporate boards a decade ago during an era of scandals at Enron, WorldCom and other major corporations, Ms. Fraser has been in hot demand, turning down three other invitations to join corporate boards. “I’m sure these two appointments will be more than enough to keep me from being bored,” she said.
Ms. Fraser is also a rarity in the boardroom for another reason: her gender. A recent survey by advocacy group Catalyst found that women account for only 14.5 per cent of directors on the boards of Canada’s 500 largest companies, while close to 50 per cent of publicly traded companies have no female directors at all. Another study by consulting firm Spencer Stuart found that women have filled only about one in five board vacancies at Canada’s top 100 companies over the past six years.
This chronic disparity prompted the federal government on Thursday to announce the creation of an advisory council to promote the addition of women to corporate boards.
“I’m not sure what the government can do, but any encouragement to have more women on boards is certainly a good thing,” Ms. Fraser said. “There’s still a lot of room for improvement.”
If shareholders approve her nomination, she will be one of three women on Montreal-based Bombardier’s 15-member board (she is one of four women on Manulife’s 17-member board). She is expected to join the audit committee at Bombardier, as she has already done at Manulife.
“As a contributor to board deliberations and decisions, her reputation for sound and ethical judgment should give Bombardier added credibility,” said David Anderson, president of the Anderson Governance Group, a Toronto-based consultant to major corporate boards.
In addition to the Manulife and Bombardier posts, which are set to pay Ms. Fraser a combined $275,000-plus in fees annually, she has also joined the boards of the Ottawa Food Bank and the International Public Sector Accounting Standards Board.
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