WORLD RECOGNITION of DISTINGUISHED GENERAL COUNSEL

GUEST OF HONOR: Melissa Kennedy & The Law Department of Sun Life Financial WORLD RECOGNITION of DISTINGUISHED GENERAL COUNSEL

THE SPEAKERS

Melissa Kennedy Jeremy Forgie Executive Vice President, Chief Partner, Blake, Cassells Legal Officer & Public Affairs, & Graydon LLP Sun Life Financial

The Hon. Jean Charest Walied Soliman Matthew Cockburn Partner, McCarthy Tétrault Chair, Norton Rose Fulbright Member of Executive Committee LLP; former Premier of Québec Global & Canada LLP & Partner, Torys LLP (2003 – 2012)

(The biographies of the speakers are presented at the end of this transcript. Further information about the Directors Roundtable can be found at our website, directorsroundtable.com.)

TO THE READER General Counsel are more important than ever in history. Boards of directors look increasingly to them to enhance financial and business strategy, compliance, and integrity of corporate operations. In recognition of the achievements of our distinguished Guest of Honor and her colleagues, we presented Melissa Kennedy and the Legal Department of Sun Life with the leading global honor for General Counsel and Law Departments. Sun Life Financial is a leading financial services company that has helped its clients achieve lifetime financial security and live healthier lives since 1865.

Ms. Kennedy’s address focused on key issues facing the General Counsel of an international financial services corpo- ration. The panelists’ additional topics included executive compensation, corporate social responsibility, boardroom strategy, and the in-house/external law firm relationship. Karen Todd, Executive Director and Chief Operating Officer of the Directors Roundtable, moderated the program.

The Directors Roundtable is a civic group which organizes the preeminent worldwide programming for Directors and their advisors, including General Counsel. Join us on social media for the latest news for Directors on corporate governance and other important VIP issues.

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Melissa Kennedy is responsible for the followed by roles as head of the prosecution company’s worldwide legal, compliance, team at the Ontario Securities Commission corporate secretarial and public affairs and as Vice-President, Associate General functions and is the executive sponsor of Counsel at a major Canadian bank. sustainability at Sun Life. A passionate advocate for diversity and inclu- Through proactive legal consultation and sion, Melissa is a founding member of Legal sound compliance and governance frame- Leaders for Diversity, a group of Canadian works, Melissa and her teams are responsible General Counsel who promote diversity for guiding the organization to deliver on and inclusiveness in the Legal community. Melissa Kennedy its Purpose to help Clients achieve lifetime In 2017, Melissa received the Distinguished financial security and live healthier lives. Alumnus Award from the University of Executive Vice President, Chief Toronto, Faculty of Law; and in 2016, The Legal Officer & Public Affairs Melissa joined Sun Life in 2014 with a Women’s Executive Network recognized her breadth of experience spanning private as one of Canada’s Most Powerful Women. practice, regulatory and in-house roles. Prior In recognition of her team’s efforts to to joining Sun Life, she was Senior Vice- embed sustainability practices into the Sun President, General Counsel and Corporate Life culture and operations, Melissa was Affairs for the Ontario Teachers’ Pension awarded the 2017 Environmental, Social Plan, one of Canada’s largest pension funds. and Governance award from the Canadian Melissa started her career in private practice, General Counsel Awards.

Sun Life Financial Our clients are at the center of everything Our continued financial and risk manage- we do and we are focused on building last- ment prudence, efficient use of capital and ing and trusted client relationships and strong execution will support our medi- deepening the value we provide our clients. um-term financial objectives. Sun Life is a leading international financial services organization providing insurance, We continue to invest in our distribution Delivering on our strategy will require that wealth and asset management solutions to capabilities, through digital channels and by we maintain our focus on attracting, retain- individual and corporate clients. Sun Life enabling our advisors, agents, partners and ing and developing the best talent, while also has operations in a number of markets brokers to deliver great client experiences continuing to evolve our talent and culture. worldwide, including Canada, the United and focus on meeting client needs. States, the United Kingdom, Ireland, Hong Our purpose is to help our clients achieve life- Kong, the Philippines, Japan, Indonesia, We continue to invest in new capabilities to time financial security and live healthier lives. India, China, Australia, Singapore, Vietnam, reach our clients more effectively, drive efficien- Malaysia and Bermuda. cies and explore new business opportunities.

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KAREN TODD: I’m very happy to be here in Toronto this morning, and we’re very pleased that you’re here today.

I want to especially thank the people of Sun Life Financial and the outside law firms who came to the program today. We’re also very appreciative that McCarthy Tétrault is hosting this event at their office.

The Directors Roundtable is a civic group whose mission is to organize the finest pro- gramming on a national and global basis for Boards of Directors and their advisors, which include General Counsel and their THE HON. JEAN CHAREST: Rapidly Throughout Ms. Kennedy’s illustrious career, Legal Departments. Over the last 28 years, forgotten! [LAUGHTER] she has exemplified both passion and this has resulted in more than 800 pro- commitment, something we hope to inspire grams on six continents. Our Chairman, KAREN TODD: We also have Walied in our students. She is a long-time champion Jack Friedman, started this series after Soliman, who is the Chair of Norton Rose of diversity in the legal landscape, an ardent speaking with corporate directors, who told supporter of sustainability initiatives, and him that it was rare for a large corporation Fulbright Global & Canada LLP; and a giant in the growing practice area of to be validated for the good they do. He Matthew Cockburn, member of the Executive in-house counsel. decided to provide a forum for executives Committee and a partner at Torys LLP. and corporate counsel to talk about their As one of our faculty’s most distinguished companies, the accomplishments in which I have a special surprise for Melissa – a letter alumna, we are tremendously proud of Ms. they take pride, and how they have over- from the Dean of the University of Toronto, Kennedy’s ties to our institution. She has come the obstacles of running a business Faculty of Law, that I would like to read to been a steadfast supporter of the Faculty in today’s changing world. you. This was addressed to our chairman: of Law for more than 25 years, including serving as mentor extraordinaire, and most We honor General Counsel and their Dear Mr. Friedman: recently as cochair for the highly successful Law Departments so they may share their On behalf of the Faculty of Law, University Campaign for Excellence Without Barriers. successful actions and strategies with the She gives generously of her time, energy of Toronto, I’m delighted to learn of Melissa Directors Roundtable community via and skill, demonstrating a deep commitment Kennedy’s most recent honor, the World today’s program and the full-color transcript to future generations of lawyers and legal Recognition of Distinguished General Counsel document that will be made available to scholars. in Toronto, presented by Directors Roundtable. about 100,000 leaders worldwide. In recognition of her outstanding contrib– With a breadth of experience spanning utions to business and society, I can think Today, it is our pleasure to honor Melissa private practice, regulatory and in-house of no better candidate for this prestigious Kennedy, Executive Vice President, Chief roles, Ms. Kennedy’s career has been award and wish to extend my heartfelt Legal Officer & Public Affairs, and the Law remarkable and diverse. She has held congratulations to Ms. Kennedy on receiving Department of Sun Life Financial, many leadership roles at the Ontario Securities this honor. of whom are here today. I would like to Commission, CIBC [Canadian Imperial Bank acknowledge them now. [APPLAUSE] of Commerce], and the Ontario Teachers’ Best regards, Pension Plan, some of this country’s most Thank you. I’d also like to introduce our Edward Iacobucci notable institutions. Distinguished Panelists: Jeremy Forgie, who [APPLAUSE] is a partner at Blake, Cassells & Graydon Her most recent appointment as Executive LLP; the Honorable Jean Charest, who Vice President, Chief Legal Officer & Public KAREN TODD: I’m now going to turn it is with McCarthy Tétrault and was the Affairs at Sun Life is a reflection ofher over to Dean Connor, the CEO of Sun Life Premier of Québec. outstanding contributions and achievements. Financial, to introduce Melissa.

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DEAN CONNOR: It’s a great honor to MELISSA KENNEDY: Thank you, be here, to help celebrate this recognition Dean, so much for that kind introduction. of Melissa. I’m so appreciative that you’re here today to celebrate this great honor for the Legal Just a word of context on Sun Life and, to Department. Quite frankly, if it had just give you a sense of the work that Melissa been me, I would not be here. I’m here does. I describe Sun Life along three lines: because it’s for our Legal Department, one is very global, complex, and fast-grow- which has gone through a lot of change and ing. The global, we operate in 27 countries is a huge part of the success of the company. around the world. Two-thirds of our busi- ness is outside of Canada, including Asia, My sincere thanks to the Directors where we operate in seven markets – the Roundtable, and specifically Karen Todd, for largest markets that are growing like a this great honor. I’m also grateful to my distin- rocket – so, a complex global business. guished colleagues and friends on the panel Complex, in the sense that we’re not just Melissa is the master of that. She will come this morning – the Honorable Jean Charest in life insurance, we’re not just in annuities into my office, shut the door, and she’ll say, of McCarthy; Matthew Cockburn of Torys; or pensions, but we’re in medical stop-loss “I was thinking about something you just Jeremy Forgie of Blakes; and Walied Soliman insurance in the United States; we’re in said, and you might want to think about of Norton Rose, who used to be my student mandatory provident funds in Hong Kong; it a little differently. Just say it!” Have you when I was at the OSC [Ontario Securities we sell health insurance in China (that’s a ever heard Melissa say that? When she says, Commission] – just sayin’! [LAUGHTER] scary prospect!). It is a complex business, “Just say it!”, you think, “You know what? with multiple distribution, with agents and She’s right!” So, polite but direct. These are truly some of the most accom- bank partners and online Internet sales, plished members of the Bar, Canadian multiple distribution channels – anyway, I Setting goals that are ambitious, but achiev- business, and politics, and I’m privileged won’t bore you with all that. Then the third able – Melissa has done that with all of the that they’re speaking today, honoring Sun dimension is growth. A couple of aspects: areas that she’s touched in the firm. Every Life’s Legal Department. one, it took us 147 years to grow the assets single person we hire must upgrade the under management to $550 billion, and average. That’s not just hiring; that’s pro- None of this would have been possible seven years to double that to $1.1 trillion moting and developing. Melissa has done a without the ongoing support I receive from of assets under management, not only the fantastic job, and a lot of that – you can see Sun Life, including Bill Anderson, who’s magic of compound interest but also growth the talent around the room here, Sun Life Chair of our Board, and the other mem- in the company. The earnings of the com- colleagues – a lot of growth of individuals; bers of the Board; Dean, of course; and my pany have grown at 12% compounded a lot of opportunities given to people; a lot colleagues who are on the Executive Team; annually for the past five years. of support and mentorship. including the CFO who is here today.

It is a global, complex, growing business. I’ll stop there – I don’t want her head to One thing I’ve learned in my leader- This is the business that Melissa oversees get too big – Melissa, I couldn’t say enough ship roles is to surround yourself with in terms of the legal function, in terms of positive things about your contribution to the expertise that you sorely lack. To that compliance, in terms of sustainability, and the firm. She’s a great counsel and partner extent, I want to highlight the expertise, global and public and corporate affairs. to me; amazing common sense with wide leadership and stewardship shown by my She is one of just 11 people who are on peripheral vision, incredible street sense, all Senior Leadership Team, many of whom our Global Executive Team, and we sit wrapped up in a person who’s got a fan- are here today, and my colleagues in Legal, around contemplating our future and how tastic sense of humor, as well – if you’ve Compliance, Government Relations, Corp– do we grow safely, and Melissa has a huge ever been part of that, you’ll know what I’m orate Secretary, and Sustainability. responsibility in that regard. She discharges talking about. it with distinction. I’m very proud to be part of Sun Life, With that, let me turn it back. Thank you which is a truly iconic Canadian company We have a bunch of mantras around how to the Directors Roundtable, thank you to headquartered in Toronto. Serving over we run the business, and they include McCarthy, for honoring Melissa and the Sun 36 million clients around the world, we things like treating people with dignity Life Law Department; thank you for having us have over 40,000 employees and 100,000 and respect, being polite but direct – and all here this morning. Thanks. [APPLAUSE] advisors worldwide. Sun Life is older than

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Canada, and we have been global since I thought to myself, “That’s okay – that’s inception. Our operations in Asia began what makes us different.” almost immediately after we set up shop, and we now operate in 27 countries. One of the things that really drew me to Operating in multiple jurisdictions with the company was an immediate connection a variety of legal frameworks, cultures and with Dean on the importance of talent man- even values presents our teams with extraor- agement and development. Six years ago dinarily challenging work. – goodness knows – it was not my expertise on insurance! We are constantly assessing Our business is not only diversified across talent, developing new capabilities, and it geographies, but also across businesses, is the reason why so many with Sun Life from life and health protection – as Dean employees stay with the company for decades. mentioned – wealth solutions to asset man- I told Dean that in my first year at Sun Life, I agement. In fact, asset management is a talked about talent more than I’ve ever talked significant part of our business, as reflected about it in my entire career, combined. by the fact that we recently surpassed $1 tril- lion in assets under management. In fact, Why is talent important? For me, I come upon the news of Sun Life acquiring a new from a family of teachers, and pedagogy was business in alternative asset management in a frequent topic at the table. How do people six years later, after a couple of overtures the UK, a senior analyst with J.P. Morgan – learn? Are you a visceral learner? Are you and some diligence on my part, I joined who happens to be my son [LAUGHTER] a visual learner? Can you laterally think to Sun Life. It was the best decision. It’s an solve problems? And so on. – said, “I don’t know whether to think extremely difficult business – it’s always about you as a life coach or an asset man- challenging – but I love it. Suffice it to say, Nothing makes me happier than to see the ager!” And I said, “We’re both. We need to I like change – which makes me a bit of a success of those around us. My motto is, be both in order to fulfill our purpose and weirdo, particularly for a lawyer. “If you look good, I look good,” because I serve our clients.” consider those my achievements. Why do I like my job? Why do I like and Our purpose is to help our clients achieve I’d like to spend a few minutes on why enjoy managing lawyers? Because it’s really lifetime financial security and live healthier I’m passionate about my job. I’ve had an hard! We’re a challenge; we’re hard to man- lives. Clients are at the core of everything unusual career, and it’s been a journey. age. Quite frankly, I think we are an odd we do. We include health in our purpose As Ed Iacobucci at U of T [University of bunch of ducks, but I like us. What I’ve because it aligns directly to our disability Toronto] mentioned, I’ve had a number of always said – and my team has heard this and wellness solution, and it’s an import- jobs. I started at Faskins in litigation, and – I believe lawyers are a quivering mass of ant reminder that our clients’ physical and then joined a startup litigation boutique, insecurity and needing constant attention mental wellbeing is just as important as Kelly Affleck Greene. I always thought I’d and approval. [LAUGHTER] their financial wellbeing. be in the courtroom. But after years of litiga- tion, I joined the OSC [Ontario Securities It resonates! See? Come on – you know we We call our strategy “Client for Life,” as we Commission] as a prosecutor, because I’ve are. I know I am! And I think it’s just we’ve see our clients having a lifetime relationship always been a capital markets junkie. I love all gotten really good at projecting otherwise. with us. A few years ago, we made a delib- the public policy aspect, and also discovered erate decision to stop calling our clients I’m actually pretty good at managing law- For me, starting out in the courtroom was “customers,” because we felt that “custom- yers. I like it, after being bizarrely promoted the best training to develop a thick skin. ers” connote a quick transaction and then to head the team after a couple of months. Litigators even have a public leader board for it’s done, whereas we literally have our cli- I reluctantly left the OSC for CIBC complete public humiliation. It’s called the ents throughout their lifetimes. [Canadian Imperial Bank of Commerce], ORs [Ontario Reports], which is a weekly where I had an amazing experience of just digest of significant cases in Ontario. And I was on a panel once, and a fellow GC so many issues that I dealt with there. you know the first thing we all read when admonished me, saying, “You shouldn’t we read the ORs – it’s not the case, it’s not call them ‘clients’; you should call them I joined Teachers when I realized I was the big company that was involved; it’s which ‘customers,’ because clients may denote ready for the next step and turned myself lawyer flamed out in court! Who lost! So, a higher liability for the company.” And into a pension expert and deal lawyer. And that’s right – quivering masses of insecurity.

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Over the years, I’ve heard the philosophy, One thing I’ve learned in my leadership roles is to surround “Managing lawyers, the art is easy – they’re professionals – just leave them alone, and yourself with the expertise that you sorely lack. To that they’ll manage themselves.” Quite frankly, extent, I want to highlight the expertise, leadership and I could not disagree more. Lawyers have been the minority of professionals in my stewardship shown by my Senior Leadership Team, … and teams in my careers, and they always require the majority of my time. But as I recently my colleagues in Legal, Compliance, Government Relations, read in the HBR [Harvard Business Review], Corporate Secretary, and Sustainability. – Melissa Kennedy doing the big deals and cases doesn’t yield the deep rewards that comes from building with the external teams. You’ve got to be an easy job! Law is hard, and it’s going to up people, and I completely agree. as good as Blakes, McCarthy, Torys or cost the business more and probably thwart Norton Rose, because otherwise, you can their objectives. Mic drop – we’re done. In most companies, the GC role, of course, all be outsourced! has evolved. It certainly has at Sun Life; That’s not our job. We’re there to do the GC is no longer simply accountable I’ve never thought that that was an accurate more than that. We are there to help the for contracts, lawsuits or M&A. If they are description, and the first time I heard it, business succeed. part of the senior executive team and report when I joined a company where we consid- directly to the CEO, they have a strategic ered ourselves a law firm inside a company, Now, help the business succeed at all costs? position, and they are expected to be C-suite I thought, “Well, then I think we’re all No, of course not. Lawyers, both internal executives, just like their P&L colleagues, being comped wrong, because advisors usu- and external, are frequently looked upon as with their own views on the company strat- ally aren’t given a cash annual bonus based the ones who should put up their hand and egy and direction. In fact, quite frankly, upon the business success of their clients; question whether what is happening is the these days I don’t think I often practice law, so, I’m not sure this is right.” right thing to do. I’ve heard the term “guard- about which my colleagues are extraordi- ian” or “conscience” of the company, but narily grateful! I also don’t think it really connotes what I quite frankly, I’m quite uncomfortable with think is really fun and different about being that term, because I really hope I’m not the A significant aspect of the GC role is now in-house. It’s being part of a broader team; only C-suite member whose antenna isn’t their role with the board, which I’ve accu- it is seeing how your work contributes bent. But when we hear about the latest cor- rately heard described as an art form. As to the greater, larger piece; it’s helping to porate scandal or malfeasance, we inevitably boards continue to be more and more the solve problems outside your expertise. It’s hear, “Where were the lawyers?” target of shareholders and regulators and partnering with really smart people of dif- investors, board members frequently turn fering expertise across the company, both I think what that question really means to the GC for some guidance, and we must in the business and the other functions; is not whether the practice or product in carefully navigate those waters, bearing in it’s partnering with external counsel, who question was legal, but why didn’t the law- mind that our primary responsibility is to have remained the legal experts. It’s start- yers, of all people, say, “This isn’t right.” the company. ing to manage people, and, of course, Well, why do people expect that of us? Let it’s sometimes even completely changing me give you an example of this in action. The role of the in-house legal team has also your practice. There was an idea we had in one of my evolved. Sometimes I’ve heard us described workplaces that was fairly aggressive and as a law firm inside a company, but I’ve At Sun Life Legal Department, we’ve even had some not insignificant risk. I was wor- always rejected that imagery, although I can developed our own mission statement. ried we were going to be sued, regulators appreciate why some GCs have used it. It We’ve gone all corporate! It is to develop would call, and it would ultimately backfire. used to be the perception – and perhaps it strategic, proactive solutions for our part- I got off the phone with the senior leaders was the reality – that the really smart law- ners. And notice we don’t even use the and we decided to launch this project the yers didn’t go in-house – as I was certainly word “legal” or “advice” in that. next day, and then I immediately got on the told by a former partner when I left private phone with the lawyer who was boots on practice. [LAUGHTER] What’s the big deal of that? Because for the the ground, and we talked about the details top performing legal departments, in my including the launch the next day, and I Just to combat that perception, some GCs view, our job is simply not to tell the business asked her, “Okay, are you okay to go ahead would set up the internal team competitively what the law is. I actually think that’s quite with this?” She told me of all the work she’d

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Before I close, I want to touch on two things probability that a company would adopt that my teams and I have championed, that this questionable practice, where the com- I think are related and that are near and pany had multiple interlocks. And you can dear to me, and that’s diversity and sustain- picture the board meeting where the back- ability. Firstly, I’ve tried to be a champion dating would be introduced, and some of for diversity and inclusiveness in the legal the board members would say, “Oh, yeah, community for some years and, of course, we’ve done it over here – yeah, that’s a within the last six, within Sun Life. There great practice.” They’d already agreed to it are three reasons why I promote diversity. in another company. The companies got The business case has been proven again validation to embrace it because other com- and again – you get better results with more panies were doing it, and the boards weren’t diverse peers. Group think, even among diverse enough to challenge it. To me, that’s well-meaning and well-thought, thoughtful the ultimate in group think. people can lead to suboptimal results. You have to surround yourself with people who The second reason why diversity is import- are different from you, think differently ant is, it’s simply the right thing to do. For from you, have had different experiences. me, it’s a question of human rights, fair- And you have to encourage them to chal- ness, and a rejection of those with privilege lenge you. As Dean says, we call it “polite preserving the status quo for their own done to ensure the business understood the but direct.” self-interest. We shouldn’t have to make the full spectrum of risk, and notwithstanding, business case; I do actually think it’s okay the business had decided to go ahead with I’m going to give you an example I always to do something just simply because it’s the it. And I said, “No, no, no. That’s not what use, of where I think group think led to bad right thing to do. I want. I want to know, are you okay with examples. And I like this example, because this? You know this business. Is this the it doesn’t involve gender, people of color, And the third reason, and most impor- right thing for us to do?” LGBTQ, but it’s a classic example, I think, tantly, I think it’s more fun! I’ve always had of group think. It’s in the corporate world. more fun being in diverse environments. There was silence, because I’m not sure Wanting to hang out with people who she’d ever heard anyone ask her that ques- The lawyers who deal with boards will are like you is wholly natural, because it’s tion before. There was a pause; she said remember when the restriction on board self-affirming. You’re okay, I’m okay! But “yes,” and so we launched. interlocks was introduced. A board inter- after a while, isn’t it boring to be all the lock is where you and I sit on the board same? For me, I learn far more when I’m The other litmus test I use is when we’re of Sun Life, but we also sit on two other in diverse environments. thinking about things – and some of boards together. We have three interlocks. you I know will nod your heads – is, The interlocks restriction was developed Finally, sustainability. My teams have done “Do you have the Thanksgiving speech?” after the stock option backdating scandal a huge stewardship in this area, which I And I use “Thanksgiving” because it’s a in the 2000s, when the SEC went after believe is a differentiator for Sun Life. And secular holiday, but I do have to remem- multiple companies. And it was widespread I’m very proud to be an executive sponsor ber with my global teams, it doesn’t play practice where executives were permitted to of sustainability, and I’m proud of some outside North America. It goes like this: backdate their stock options to a point in of our accomplishments, so just to give When the nasty heading appears, and time where the price would have been more you a few – again, this year, we are one of you’re at the Thanksgiving dinner table favorable for the outcome, i.e., when the the few insurance companies among the with your family, and Aunt Sally says, “Just price was lower. Global 100 Most Sustainable companies in what kind of company do you work for?” Do the world. We’ve been on the FTSE4Good you have an answer you can explain? After the scandal, the question was asked, [Financial Times Stock Exchange] index “How did this happen?” Because many of since its inception. We’ve been part of the Businesses, of course, have to make tough the companies involved were good com- Bloomberg Gender-Equality Index [GEI], decisions, to be sure – there’s no ques- panies, with compliant cultures and good Top Employers for Young People, and for tion about that. But we should be asking boards. So how – it was so widespread, LGBTQ. And last year, we were the first – we have to be asking – “Is this right? and it spread so quickly. Well, the research insurance company to issue a sustainability Is this fair?” showed that there was a much higher bond which, in itself, is receiving accolades.

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I believe this focus on sustainability can A few years ago, we made a deliberate decision to stop be wholly aligned with the company and its values. Given our purpose, we’ve made calling our clients ‘customers,’ because we felt that lifetime promises to our clients, and invest ‘customers’ connote a quick transaction and then it’s over the long term. So, literally clients are expecting us to be around for another 150 done, whereas we literally have our clients throughout years! Isn’t that the very essence of what it means to be sustainable? their lifetimes. – Melissa Kennedy

Sustainability is also important to all of our On behalf of the team at Sun Life, I’d like the facilities and the designers were saying, stakeholders and has been for some time. to thank you for the opportunity to speak “Some of you are not going to have offices.” A full 92% of our employees tell us that it’s today, and for this humbling honor for the Well, I was ready to fight the good fight for important to them, and increasingly, our Law Department. Thank you. [APPLAUSE] the lawyers – “No, we need offices,” and investors, particularly in North America, are you all know the “privilege” argument that saying it’s important to them, too. Regulators, KAREN TODD: Before we move on to nobody else has that we can bring out, “And our boards, shareholders and, of course, cli- our panelists, I wanted to ask Melissa a cou- we need offices,” and we all know it. And ents, are expecting more from us. ple of questions. First, what do you find is I’ve fought that fight before! But actually, it the biggest challenge for a General Counsel was my Senior Leadership Team who came Sustainability starts with good governance in dealing with a board, given the #MeToo to me, and it was their idea, and they said, and a solid foundation as a trusted business and other recent issues? “No – let’s go open concept,” because the partner and should include considerations footprint – we had some designs with offices like your carbon footprint. It should also MELISSA KENNEDY: I see some other in our footprint, it would just have been like include things like diversity, because diver- GCs in the room, too. I think that the throwing people into prisons every day. We sity helps ensure that you have a long-term, challenge we have to remember, when we’re did a lot of due diligence; the team and I resilient workforce. Sustainability should dealing with a board, is that our primary went out and looked at other spaces, learned then build out into a company’s expertise obligation is to the company. However, the benchmarks and learned from others. And and, in our case, that’s investing that tril- board, 99.9% of the time – even probably so all of our Legal Department, from the lion dollars of assets under management, higher – is completely aligned with the inter- admin assistants, paralegals, professional providing lifetime security, and helping cli- ests of the company, and so they really are support staff, to the executives, including ents look out for their lives. All three, of looking to you for guidance and advice. On the senior vice presidents, we all have the course, are part of the UN 17 Sustainable the #MeToo situation, it has introduced same offices, and they’re all open, with inter- Development Goals. some due diligence questions for all of us nal offices that we can get to for privacy and that we have not tackled head-on, that all quiet work, if we need to. As public trust in just about every institution of us – both internal and external counsel and societal estate is waning, companies are – have now been dealing with and tackling A common question lawyers are always being urged to pick up the mantle, and head-on. But the biggest issue for General asked, “Isn’t it noisy?” The lawyers here more and more, they are. I can attest we Counsel is careful navigation, as being the will attest, it’s actually too quiet. It’s like a have been trying – and, I believe, succeed- trusted partner for the board, but realizing library! But I actually had a lawyer come to ing on many fronts – but at the same time, your primary obligation is to the company. me last week who I had coffee with, and he we fully appreciate there is still a lot of heavy said, “You know what, I was really skeptical lifting to be done. KAREN TODD: Thank you! The other about this, but I actually love it. It’s far more one that I wanted to ask about is that last collaborative; it’s brighter; the air quality is Finally, I’ve always believed that lawyers night, when we were at dinner, Melissa better.” And it seems to work for us. everywhere – internal, external – but lawyers, mentioned that her group works in an open given our training and our education that is office. Can you tell us about that experience? KAREN TODD: Thank you! Our next grounded in unquantifiable concepts like jus- speaker is Jeremy Forgie with Blake, Cassells tice, fairness and, ultimately, the law, we are MELISSA KENNEDY: Sure! We moved & Graydon. ultimately suited to help pick up that mantle. into a beautiful new building just a couple of years ago, One York, which is at York JEREMY FORGIE: Thank you, Karen. I think that’s why people ask, “Where were and Lakeshore, and as we were considering And thank you, Melissa. Good morning, all the lawyers?” moving in, we had a certain footprint and everyone.

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I just wanted to go back to a couple of in this area in the last couple of years, and points you mentioned, Melissa. First of all, I’m going to talk a little bit about one, the the new Sun Life building. To me, it’s sym- IMAX case [O’Reilly v. IMAX Corporation]. bolic of a lot of what makes Toronto a very exciting city to work in. The global signifi- The IMAX case deals with stock options cance of our financial services sector, and and restricted share units. As you might people comment on that, but it is actually have expected, in the context of the dis- true, statistically – in North America and puted termination, where just cause wasn’t globally. When you talk internationally with established but it wasn’t a happy separation, clients, with other law firms, the respect the the employer contended that the terms of Canadian financial services sector has in its its stock options and restricted share units large insurers – and Sun Life is a major prevented them vesting after the date the player – is truly impressive. That has all individual was technically dismissed without contributed to the people in this room in cause. The lower court rejected that argument creating a rewarding career. I appreciate the and said “No, as per the usual common law opportunity, Melissa, to be here and to be assumption, the value of these benefits can associated with the Sun Life brand and Sun be quite significant. What you would have Life businesses. earned over the reasonable notice period should be included in the damages for fail- The second thing I wanted to pick up was Now, I hasten to add that I’ve promised to ing to give reasonable notice.” you were mentioning managing talent. refer to very few cases, and the cases in the That’s going to lead into my topic, which is few minutes I’m speaking, and I promise The employer also argued in this case that, a little bit of executive compensation, maybe there will be no discussion of income tax “Well, no, we have specific language that some core CPD [Continuing Professional laws – which is hard for an exec com prac- dealt with this, and basically, the proposi- Development] stuff for the junkies on that. titioner! I also wanted to thank my partner, tion in our plan terms was that once service Elizabeth Boyd, for some of the suggestions is stopped – once the executive has ceased There were two things you mentioned. One in this topic; she’s here this morning. providing services – there can be no oppor- was maintaining and promoting your talent tunity to vest into those awards.” team, but the other interesting observation, The headline of what I’m going to talk among many, was defensive and protecting about for just a few minutes is that dealing That was really the heart of the issue, and the corporation, and in a way, that also leads with the rights of a terminated executive – I’m going to try to point out some practical into my topic, because a key thing about and termination is when you have to think dos and don’ts in the brief time this morn- retaining management is creating the right about protecting the corporate interest – so ing on some techniques that work, both in incentives. I’m going to talk about a couple I’ll just say you can tell I’ll have an employer terms of how to phrase these provisions, of court decisions that look at the primary slant on these comments, but that’s what and also how to manage them. retention technique, which is that, if you’re I’m going to tackle here – protecting the around and you do a good job and you corporation will involve dealing with what But if we back up for a moment – and I meet the various performance thresholds in happens to stock option benefits and other couldn’t resist a few key core legal points the next two to three years, there will be this forms of incentive compensation, and can – the general presumption is that it’s been award given in the form of stock options or the executive get those over the reasonable long established that when an employee ter- performance share units or restricted share notice period, which can be some number minates, the ordinary presumption is that units. But if you leave, you won’t get them; of years based on the case law. As a non-em- they are entitled to the benefits and other they’ll be forfeited. We’ve had some recent ployment lawyer (I am more of an exec com compensation they would have earned over Court of Appeal decisions in Ontario that practitioner and more in the tax area) but the reasonable notice period. That’s where have looked at the issue, and some of the with deference to my employment law col- you start, and that’s important to remember dos and don’ts, that are relevant for com- leagues, I’m actually surprised how often when you’re designing and drafting execu- pensation committees – because there’s a disputes relating to the enforcement of for- tive compensation plans. That’s going to be lot of dollars at play here, and they’re obvi- feiture provisions in equity and other types the operating environment. Many people ously relevant for management – and they of executive compensation awards have will say that may be entirely justified and, are certainly relevant for counsel in having gone all the way up to the Ontario Court of in an amicable termination, that may well to deal with these situations. Appeal. In fact, there’s been five decisions be the logical result. But it may well not

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be, when you’re thinking of the corporate – in contrast, drafting where the plan sim- interest in a disputed termination, because ply says “following notice of termination of we know it’s very difficult to establish just employment” or “following termination of cause, but there may be circumstances when employment, the awards don’t vest,” proba- you really feel it’s important, as a compensa- bly won’t work. tion committee member and as a member of management, to ensure that people don’t I’m just going to wrap up very briefly by walk away with potentially millions of dol- saying that when you stand back and look lars’ worth of awards. at this, there are also some dos and don’ts in how to communicate and administer for- What the Court of Appeal said is there are feiture provisions. In another older case at really two key tests. One was, what is the the Ontario Court of Appeal, it’s the Lin executive’s common law right to damages for case – that was the name of the executive breach of contract? Frankly, that’s pretty well – and it dealt with an employer that is one established. The presumption normally is of the large Ontario pension funds. That that it’s the benefits you would have earned case, to me, demonstrated two things. One, over the reasonable notice period. But the it demonstrated the importance of being second question I want to focus briefly on, consistent in how you apply these types of that is maybe more relevant in this context, forfeiture or vesting provisions, particularly is do the terms of a particular plan or award in disputed or contentious terminations. or award letter take away those common law Secondly, how do you communicate them rights? That’s the thing that’s of particular when you make amendments? In this par- JEREMY FORGIE: We had a chance interest to compensation committees and to ticular case, unfortunately, the employer had to elaborate on that slightly, as the dollar management and to internal counsel. decided, “Well, maybe we’d better clean up amounts are huge, and again, an example our forfeiture or termination provisions.” Melissa gave of if somebody’s gone and Essentially the test that the courts looked at in They did that, they rolled out the commu- there’s the appearance or a perception that Imax and earlier cases, was ambiguity is not nication, but then they asked for sign-backs there’s been some damage to the corpo- good enough. For example, referring to “fol- on the amendments. In retrospect, one ration or the interests of the corporation lowing termination, the awards won’t vest” might say not surprisingly, a number of or the interests of the shareholders, then is simply not good enough; ambiguity would executives did not sign back; there was a there’s a strong business imperative to be interpreted typically against the employer disputed termination; and the court really ensure that people don’t walk away with in that case. The test the courts have articu- latched onto that. They said two things: large compensation awards. That’s got to be lated, including the Court of Appeals – and “We’re not going to uphold this language, relevant to a compensation committee. we’ve now got established law on this – is because you were inconsistent in your appli- do the plan terms or the award terms unam- cation, at least in terminations that were KAREN TODD: I agree. What is your biguously alter or remove the common law not voluntary resignations; and secondly, general experience with stock options and rights? And they gave some examples. you did ask for a sign-back and you didn’t other incentive compensation awards? Are get it.” That may sound like an obvious bad they generally clearly drafted, or is it an If your objective is to be able to control the fact pattern, but it is an example of how to issue that needs to be addressed? vesting of these awards, for example, if the think about carefully approaching the situa- plan said, “vesting or the right to receive tion if you decide you need to look at some JEREMY FORGIE: Well, a lot are, but it’s awards does not continue to apply after existing awards and to try and clean up the a mixed story – classic lawyer’s answer – it termination of employment without regard language, if that suits your objectives. depends. There’s quite elaborate language. to any period of notice or continued com- In the current context, and given the size of pensation,” that was held to be effective. In I’m going to wrap up with those comments the awards, there’s frankly nothing wrong other plans that were held to be effective, and, Karen, I’m going to turn it back to you with fairly blunt language. Because you can there has been a statement, that “termina- to continue with our discussion. always agree to back away from that. tion will result in the awards not vesting, and there is no liability or obligation to KAREN TODD: Thank you. Why would There are a few “bad” examples of drafting, make any further payment under the plan.” a board compensation committee care about though, that we do see; they tend to be in That kind of clear drafting should work termination or forfeiture provisions? the format where, for example, awards in

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the form of short letters, where there’s a very brief reference to termination of employ- ment, and those could be problematic.

KAREN TODD: Thanks very much. We are going to move on to Jean Charest. He is ready and willing to go!

THE HON. JEAN CHAREST: Thank you very much, Karen; and Melissa, ladies and gentlemen. On behalf of McCarthy Tétrault, welcome to all of you. I was invited to be part of this event by Nancy Carroll and Bob Richardson in my firm, and I’m not sure they knew at the time that Melissa and I had met in a previous life, a few times! I want you, in all honesty, to know that her record is not without a few blemishes. [LAUGHTER] I want to talk about this new era of corpo- In fact, Ray Dalio, the iconic founder She’s made grave mistakes in her lifetime. rate responsibility, because it is very much of Bridgewater, went so far as to say, One of them was in the 1993 Federal a marker in the changes that we’ve seen “Capitalism must either evolve or die.” Progressive Conservative Party leadership in 2019. But the backdrop to it is fairly Nothing short of that, which sounds pretty race, where she supported the wrong candi- important. We need to understand what is dramatic to me. You will have noticed that date! [LAUGHTER] happening and why this is happening. one of the very important markers of this whole discussion we’re having now in the One day, she’ll be forgiven for that! There are a number of commentators who world – it’s everywhere, Europe and here and are saying that capitalism is at an inflection everywhere – was the recent U.S. Business Karen, we’re delighted to have you with us point right now, which is a huge statement Roundtable statement on the purpose of in Canada, and for those of you who don’t when you think of it. The people who are the corporation. I want to quote from it. know, this is Karen’s first visit to Canada, saying this aren’t just left-wing commenta- It’s a short statement, and it was a surpris- actually, as an American. Welcome, and tors; they are business leaders and think ing one, because up until very recently, the we are offering her refugee status after the tanks throughout the world. This is the U.S. Business Roundtable had adopted the event. [LAUGHTER] context in which all of us are operating. view that was espoused by Milton Friedman and the Chicago School of Economics, that My comments today may have a bit more Edelman [Edelman Trust Barometer] did the purpose of the corporation was to serve of a political tangent. I want to talk about a poll very recently, where they found that its shareholders; to create value for them. the new era of corporate responsibility. 56% of the people polled had a similar Full stop. They have since, after reflection, It’s the broad title of what my remarks are opinion – and this was in 28 countries – issued a statement only a few months ago about. Before, I want to return a moment that represents two-thirds of the population. that has really been the source of much to Melissa and say if there’s one thing that [LAUGHTER] debate. I’ll just mention – I won’t read it all stands out in your career, Melissa, it’s been – but in the preamble, they recommit to a not only the work that you’ve done and the A word of caution about polls, there is one free market system. Then they go on in the leadership that you’ve practiced, you and basic rule: a poll tells a story but never tells second paragraph to say all the things that your team, throughout your whole career. the whole story. You have to be careful how we expect, that the business plays a vital There is a common thread since you have you interpret the numbers. But 56% of peo- role in the economy, creating jobs, manu- been a very strong proponent of diversity. ple polled very recently said that capitalism facturing equipment and vehicles; they said You have been recognized throughout actually causes more harm than good. This something that is probably more directed Canada as a leader on this issue. You have sentiment is very surprising, given the world towards the American economy – support much to be proud of, given all that you in which we live, and for those of us who national defense, for example – and then have accomplished. are operating in a business environment. they said, “We commit.” “We commit to

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delivering value to our customers.” So far, Why do I like and enjoy managing lawyers? Because it’s so good. “Investing in our employees.” New. “Dealing fairly and ethically with our suppli- really hard! We’re a challenge; we’re hard to manage. Quite ers.” New. “Supporting the communities in frankly, I think we are an odd bunch of ducks, but I like which we live. We respect the people in our communities and protect the environment us. What I’ve always said – and my team has heard this by embracing sustainable practices across our businesses,” which was a new affir- – I believe lawyers are a quivering mass of insecurity and mation of the Business Roundtable. “And needing constant attention and approval. – Melissa Kennedy generating long-term value for shareholders who provide the capital that allows compa- consequences for the people who worked South of the border, we’ve seen something nies to invest and grow and innovate,” and and who were at the source of this. By the quite extraordinary, Karen, that I didn’t I’ll return to that in my conclusion. “We way, that remains an issue to this day, and think we’d see. I come from a place called are committed to transparency and effec- with a number of people concluding that the Eastern Townships in Québec; we’re tive engagement with shareholders.” And, when these institutions make money, it’s about 20 kilometers from the border of finally, they conclude by saying, “Each of their money, but if they lose money, then Vermont. We knew of Bernie Sanders when our stakeholders is essential.” And that’s it’s our money. This is at the source of some he was elected mayor, and we knew of him the key word. They moved the language, in of the anxiety and some of the changes that because he got elected under a socialist label terms of the purpose of the corporation, to we have seen in our political rhetoric. in the United States, which was quite origi- serve not only the shareholders, but enlarge nal and unusual. But we are witnessing the it to stakeholders. That’s change. “And we We’ve seen the very rapid rise in national- rehabilitation of the concept of socialism commit to delivering value to all of them, ism, populism, and the emergence of the in American politics and rhetoric, and its to the future success of our companies, our authoritarian leaders throughout the world. legitimation. Elizabeth Warren tabled legis- communities, and our country.” This has been one of the strong trends in lation called the Accountable Capitalism politics. This isn’t just about our southern Act, where 40% of board members would If we want to understand why this hap- neighborhood and what’s happening in the be employees if a company had more than pened and why they felt compelled to make United States; it’s about Europe – Eastern $1 billion worth of market cap. Senators this statement, I guess we have to return to Europe in particular, and its concept of Chuck Schumer and Bernie Sanders actu- the financial and economic crisis of 2008. illiberalism, that is espoused by a num- ally proposed legislation that would prohibit Jeremy, you mentioned something that res- ber of Eastern European political leaders. share buybacks and dividends if companies onated a lot for me, and I was in office at It’s the story behind Brexit, the election didn’t meet specific employee wage and ben- that time. That’s how Canada distinguished of Bolsonaro in Brazil, Duterte in the efit levels. All these things would have been itself from the rest of the world during that Philippines, and the authoritarian leaders actually unheard of only a short time ago. financial and economic crisis. Our finan- that we know, whether Xi Jinping, Vladimir cial institutions, including the one you are Putin, or Erdogan in Turkey. Just over the We also have business leaders, like part of, remained a very strong foundation last few days, Erdogan said to European Jamie Dimon of JPMorgan, Ray Dalio of of our economy during that whole period. leaders, either you help me in resolving this Bridgewater, Marty Lipman, a famous, Canadians were surprised, I remember the conflict in Syria, or I’ll simply open my bor- iconic lawyer in New York, all writing about impact of the sub-prime mortgages in the der and let the refugees float to Europe. The this. Martin Wolf in the Financial Times, United States, which we didn’t have here in extraordinary human consequences that Larry Fink – a famous letter, now – the Canada. But you’ll also remember that our would follow would be very grave. CEO of BlackRock, about how companies banks and financial institutions are better now need to change their corporate gover- regulated and better capitalized. In fact, I Much of the anxiety and the distemper nance. It’s the U.S. Business Roundtable, remember being very surprised by the num- of these times is rooted in a number of the World Economic Forum, and the ber of European banks who had invested in imbalances. Among the imbalances is the British Academy that have all spoken to sub-prime. I think they were surprised how distribution of wealth, and the resulting these very important, important issues. much they had invested in sub-primes. inequalities that accompany these imbal- ances, including inequalities in opportunity We’re entering a new era. As I mentioned, The net result of it was a call to govern- that a number of people experience. They’ve 2019 is a marker in this period. Among the ment to fund and to bail out these private lost that opportunity that used to be part of things and the trends that we see changing, financial institutions, without a lot of their lives or taken for granted. and the assumptions that are changing, are

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These changes will mean more board Later on in the letter, he says, “Resource accountability on ESG issues, and a pre- development has been at the heart of the occupation of integrating these issues in Canadian economy for generations. Resource the business strategy that the CEO will be sectors, including the Alberta oil sands, asked to execute. create jobs, build roads, schools, hospitals, contribute to a better standard of living for This is the world in which we are now all Canadians. And at the same time, there’s entering, and these concepts are gaining an urgent need to reduce global carbon momentum. emissions and support action on climate change.” This is a company from Alberta In real, practical ways, what does this mean who operates in the oil sands, and this is the in our everyday life? Well, we have a very chief executive officer of this company saying recent example here in Canada. We’ve had this to the government of Canada, reflecting this very protracted debate about barricades the position of his board and his employees. and resource projects, and ESG. There was a very important decision rendered by Don In another paragraph, he says, “At Teck, we Lindsay, CEO of Teck Resources only a few believe deeply in the need to address climate days ago. He wrote a letter to the govern- change, and finally, without clarity on this ment after defending a Frontier oil sands critical question, the situation that has faced the following: First, there’s the reassessment project for more than 10 years that had gone Frontier will be faced by future projects, of the principle of shareholder primacy that through all the basic approvals, announcing and it will be very difficult to attract future was advocated by Friedman in the Chicago to the government of Canada that they were investment, either domestic or foreign.” School. Secondly, the most publicized and withdrawing the project. And though he That’s how consequential these issues are for this company, and for our society, and most written about affirmation, of course, doesn’t speak directly to corporate responsi- for the future of Canada. is about the interest of the stakeholders bility, it’s implied very directly in the letter, who have now entered the boardrooms as which is very well-crafted. If you haven’t The resource sector – it’s about 15%, 16% of a group of people whom we must take into read it, I encourage you to do so. account. There is the recognition that ESG our GDP, but a bigger chunk of our exports and our ability to address these issues and [environmental, social and corporate gover- In one paragraph, and I’ll quote directly to get it right will determine the future pros- nance] represents material risk, which is a from the letter, he says, “Global capital perity of our country. We will rely on people legal concept. It’s not just the concept of markets are changing rapidly and investors, like Melissa and the General Counsels to goodwill; it is a very real, material risk. customers are increasingly looking for juris- offer advice, guidance and enlightenment to dictions to have a framework in place that Sustainability now becomes a fundamental the leaders of these companies, so that they reconciles resource development, climate goal for companies. It’s also pushing back make the right decisions. change in order to produce the cleanest pos- on this concept of short-termism that many sible products. This does not yet exist here of us regret, a view of gaining public trust Thank you. [APPLAUSE] today and, unfortunately, growing debate in business, but also capital markets. I want around this issue has placed Frontier and you to remember that concept – public trust KAREN TODD: Jean, can you tell us a little in business and capital markets – because our company to think of their responsibility bit about how the government addressed the I’ll return to that. and their boards squarely at the nexus of situation of getting more women on boards? the much broader issues that need to be The common thread of all these initiatives, resolved. In this context, it is now evident THE HON. JEAN CHAREST: We were by the way, is the urgent focus on climate that there is no constructive path forward elected in 2003, and our ambition was to change, everywhere, and for a number of for the project. Questions about the societal name more women on boards of state-owned boards, and now the ESG responsibilities. implications of energy development, climate corporations of Québec. There’s a number These are pressing invitations for compa- change and indigenous rights are critically of them that are very important; notably the nies to reflect upon a broad concept of their important ones for Canada, its provinces Quebec Liquor board, Hydro-Québec and culture, how it reflects upon the internal and its indigenous governments to work La Caisse de dépôt et placement du Québec wellbeing, its sustainability and the reputa- through.” And, by implication, obviously, [Quebec Deposit and Investment Fund]. tion of the company. for his company and his board. When we asked the folks in the Executive

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Branch why they weren’t able to propose WALIED SOLIMAN: Thank you very quite a bit, actually, and that speaks quite a women candidates, they said to us, “Well, much. I have the distinction of speaking bit to her leadership! there are none! We looked, but, you know, right after one of the greatest orators in we don’t find them!” So, in 2006, out of Canada, so it puts me in a good spot! And MELISSA KENNEDY: Did you play squash? frustration, our government decided, “Well, I should say, in 1993, I actually wore the if there aren’t any, I guess we’ll just table right badge, Jean. [LAUGHTER]. WALIED SOLIMAN: I actually didn’t! legislation that will say that from now on, [LAUGHTER] for the 22 most important state-owned cor- Now, today is a wonderful day, and let me porations of Québec, there will be parity. start off by congratulating Melissa. I’ve had At all! I then crossed paths with Melissa at We’ll accomplish this within five years.” Lo the strange journey of crossing paths with CIBC, where, again, I was on a short sec- and behold, all these women who did not Melissa at every point in her career since ondment and she was heading the litigation exist appeared. We met our objective within I was an articling student and did a short group. I learned to stay away from the liti- three years. We felt that this is something stint over at the OSC when she was 26 and gation group based on my experience at the that we should do because government I was 24. [LAUGHTER] OSC, and so we didn’t spend as much time should lead by example, in terms of parity together there. And then at Teachers, I had MELISSA KENNEDY: Thank you! and diversity. I can assure you that these the privilege of representing Agrium on one state-owned corporations are extremely well- [LAUGHTER] of their big proxy fights, and there was a run, especially when I was in office, and did thought that Teachers was against Agrium. very well and even better than they have in WALIED SOLIMAN: In fact, I’d like to I picked up the phone, with permission, the past. This was in 2006, by the way, and tell Melissa that it was my litigation rota- and called Melissa Kennedy and wanted to to this day, no other government in Canada tion, and I didn’t want to be a litigator. tell her why I thought it was wrong that has emulated that example. In fact, I’ve I thought that I was going to learn how been surprised that our federal government, to play squash while I was at the Ontario Teachers was not supporting Agrium. To which has made this a very important issue, Securities Commission. In fact, I bought a quote her current CEO, she was polite but and rightfully so, has never chosen to imple- squash racquet, and I remember distinctly direct with me of what she thought of my ment similar legislation, which I believe has putting it under my desk, thinking this views. [LAUGHTER] made a significant difference in leading by was going to be the greatest three months example and demonstrating that diversity is of my life. I’m going to be in great shape, Of course, now at Sun Life, we have the something that we should live by. I’m going to learn how to play squash. And privilege of working together on this the first day into it, she came out and said, Modernization Task Force of the capital KAREN TODD: Thank you! Our next “Step into my office, young man.” We had markets in Ontario, and we’ve been spend- speaker is Walied Soliman from Norton a great three months, worked on some fab- ing quite a bit of time together. It’s been a Rose Fulbright. ulous stuff, and I learned to like litigation lot of fun.

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I was thinking about what to talk about both Melissa and Mr. Charest have brought when we’ve got directors, General Counsels up; we have boards today with extensive and Melissa and the Sun Life team, and experience on proxy battles, on takeover how to bring something together that would bids. Rarely is there a senior board in this be relevant and interesting. I have a very country that wouldn’t have at least one or short talk here, but it’s something that’s very two directors that have been through a dif- dear to me, and that is the importance of ficult restructuring, a difficult takeover bid, providing what I call responsible but bold a difficult proxy battle. That experience is advice to boards. For those of my partners around the room. Every director in almost who are here who work with me, know that every one of the large corporations that we this is something that I’m very keen on and would represent in this country already has very firm on, which is thevery important received a memo on their fiduciary duties. role lawyers play in advising boards, and They’ve already received the memo on what That needs bold and responsible advice the very important role that boards play in the business judgment rule means. from lawyers and decisions by board. That our capital markets and in the strength of needs management teams that feel that they our Canadian economy. In my humble view, it is a process point have license and are free to actually succeed to make sure that we’re spending time on and, yes, sometimes actually make mistakes. We’re advising boards today in a very chal- transactions, to be ensuring that our boards lenging environment. It’s not easy for lawyers are provided that important information. I think of other examples. Canadian Tire to be advising boards today. We’re advising In my view, it shouldn’t be the central part recently acquired Helly Hansen. Canadian boards in a time of very interesting political of what it is that we, as lawyers, are doing Tire! Think of all of the Canadian retail- situations, as we learned with Teck Resources spending our time with boards of directors. ers that have gone bust. Think of all the last week. We are advising boards in a time We need to be able to advise boards and to Canadian retailers who have sat around and where corporate social responsibility is still help boards take those risks that are neces- said, “I’m just going to stick to Canada; taking shape as to exactly what that means, sary for them to grow and to help build our thank God that nobody’s taken me down for the duty of the boards. It would seem to economy in Canada. yet; I’m just going to take it step-by-step be easy to just say that it should just make here. A very bold organization decided that sense to you, but what does it actually mean I often reflect on the fact that boards of they’re going to take on one of the iconic when you’re doing a financing and you’ve directors are not trustees of an estate, where world brands. And why not? It was such a got an environmental issue at one of your their only duty is to preserve the trust assets proud transaction to have worked on, and it drill sites? What does it actually mean when in such a manner as to make sure that there was a point of pride for me, because you’d you’re looking to do an M&A transaction, isn’t any leakage or any risk whatsoever. think, why is LVMH [Moët Hennessy-Louis but you’ve got some possible solvency issues Managers need to be set free. Managers Vuitton] what it is today in France? Why is and other parts of your business that may need to be given license to do things that it that they’ve been able to acquire all these impact employees? These are not easy ques- are bold. Hearing that Sun Life is offering global brands of stores all over the place? It tions, and they make for difficult advice. health insurance in China is bold. It’s not takes bold leadership. That bold leadership bold today because of Coronavirus; it was needs license from lawyers and boards. Today, boards, I find increasingly in Canada bold when they made that decision all those – unfortunately – are taking a much more years ago. There would have been a lawyer I think of Agrium, now Nutrien. I spoke conservative route in dealing with these very around that table that would have said, earlier about that proxy fight that I had the difficult questions. Sometimes, we, as lawyers “You know what? We might lose! We might privilege of working on seven years ago, advising those boards, need to be reflecting on just lose. But that’s okay; we are going to be believe it or not. I remember very distinctly what we can do to give them more license and taking responsible risk; we’re not allocating the very difficult decisions around whether to to help them through their journeys in terms half of our assets to China; we are going succumb to an activist who had a very sound of thinking through their duties and thinking to ensure that we have the appropriate thesis. The thesis was “break up this com- through what it is that is both right for their partners; we’re going to ensure that we are pany, because breaking up this company will corporations and limits their own liabilities. allocating our risks as best as we possibly create value in the short-term for the share- can – but we’re not going to leave a whole holders.” There’s absolutely nothing wrong Look at today on boards of directors; it’s part of the world open for a U.S. insurer with that, but there was a very bold leader, quite remarkable. In addition to the great or a European insurer or someone from a fellow named Michael Wilson, who is on steps that we’ve been making on diversity, as Australia to go in and take on the book.” many boards now applying that same level of

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bold leadership on those boards, who said, At Sun Life Legal Department, we’ve even developed our “No! I have a vision of making this company a Canadian champion. In order to make own mission statement. We’ve gone all corporate! It is the company a Canadian champion, I can’t just break it up so that we can get an extra to develop strategic, proactive solutions for our partners. $15 a share to a group of shareholders right And notice we don’t even use the word ‘legal’ or ‘advice’ now.” As you would expect, that would have taken a bold board to say, “Yes, we’re going in that. – Melissa Kennedy to stand by you, even though it’s obvious that we can make $15 a share right now.” It took in this country between the duties that we around both in Montreal and Calgary, for a number of advisors – Blake, Cassells & are socially imposing on public companies example, one could be absolutely opposed Graydon and ourselves were involved in that and private companies that interact with the to pipelines and the other is absolutely in – who said, “Yes. We’ll give you license to government, and on the other hand, pri- favor. It’s a delicate federation. take that step, and you aren’t breaching your vate companies or private companies that fiduciary duties, and you don’t have to slow don’t interact with the government. Let me We ought to be sending a very clear signal to down and cave to the position of the other explain the two. our public officials that in managing this very side. You don’t even have to compromise. delicate federation, we cannot make those Actually, be bold and move forward.” Corporate social responsibility is very import- organizations and companies that we advise, ant. One of the most exciting files that I’m that have issues from a government perspec- The result of that – and truly one of the hap- working on right now is acting for an activist tive, drive the type of results that we’ve seen, piest days of my career – was the merger of that is driving a corporate social responsibil- and to drive the type of letter that we’ve got, Agrium and PCS [Potash Corporation of ity measure at one of the large companies in that we’ve all seen, it’s a very bad result for Saskatchewan], which created Nutrien, which this country (stay tuned). But it does strike business in this country. It’s something that just created one of the largest fertilizer compa- me that that opportunity presents itself only I would hope that more of us are advising nies on the planet, all from bold leadership, in the context of a public company, and that our clients to push forward on, and actually which works hand-in-hand with bold advice. private companies – whether they’re in the oil not give up opposite government, and to take sands or in the railway industry or in other as firm stances as we possibly can. I often think about the business judgment industries in this country – don’t have those rule when advising boards, and I reflect same pressures, and we ought to be careful in All this to say, successes at places like Sun on it because, for me, the business judg- advising stakeholders and boards about driv- Life, Melissa, are a direct result of the bold ment rule is one of the most beautiful tools ing all of the social responsibility on the backs advice that folks like you and Trish and your that directors are given. It’s this incredible of our public companies in this country, and team provide on a daily basis. Sometimes opportunity that says, “You’re allowed to be driving behaviors that may be leading them to even just implicitly, by providing that cover wrong.” You need to go through a process; either foreign buyers that won’t be a part of and license and strength to your manage- you need to be responsible. You certainly our public markets, or to privatizing this coun- ment team and board, in order to do the can’t be unethical – but you are allowed to try. That’s an important element that we need good work that they do. take steps based on sound business reasons to be carefully reflecting on when we’re giving and end up not succeeding. Look, we’re advice, both to boards and to stakeholders. Thank you very much for having me. an economy of a maximum of 23% of the Congratulations on your honor, and I’m world’s GDP. It’s quite remarkable that we The second one is political. The most fas- happy to take your question and that’s the have the capital markets that we have in this cinating thing – and Jean would know this end of this! Thanks! [APPLAUSE] country, with that small footprint on the very well – that I have learned since taking global stage. But we have the institutional on a leadership role at my firm is truly how KAREN TODD: In terms of boldness, do frameworks to do significant things around delicate our federation is. Our federation is you find that bigger is always better, or could the world, provided that we continue very delicate. It is remarkable to me how the divestiture also be given some consideration? down the path of bold leadership. views of partners of mine in Calgary, who are great people and culturally aligned from WALIED SOLIMAN: Let me maybe answer I want to close with one last thing, which I a business perspective – single profit pool that question by giving you my observations think is something that is quite important and all those good things – could have such on the behaviors of boards and management as we advise both boards and as we advise dramatically different views, and equally teams. There is no correlation between bold stakeholders in our markets here in Canada. decent partners in Montreal or Québec management teams and boards of large com- There is a significant issue that is arising City, how folks who both vote conservative panies, or smaller companies, and whether

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employ all the good lawyers at all of our law clients would engage us without asking us firms, but the truth is that there’s a lot more how much it cost, and we’d do the work for all of our firms in the pipe, as they say and we’d send them a bill, and we wouldn’t politely, than at the table where we have stu- talk about it. [LAUGHTER] dents docketing for due diligence – which we hope to have back very soon! Those days are long behind us! Today, much of our billings reflect some kind of KAREN TODD: I totally understand. alternative fee arrangement. This includes Our final speaker is Matthew Cockburn discounting – although I don’t really think from Torys. of that as an alternative – I just think of that as a discount. Caps, fixed fee, structured pric- MATTHEW COCKBURN: As some ing. I would expect within a couple of years, of you may know, I’m moving into a man- a significant majority of our billings will be agement role at Torys soon, and I was on some kind of structured arrangement. particularly struck, Melissa, in your com- ments, when you said we’re all a quivering What this is doing is causing us at law firms we’re dealing with bolder folks. It’s a function mass of insecurities! [LAUGHTER] to think a lot harder and a lot smarter up of culture; it’s a function of the type of indi- front about the work we do, because we viduals around the table. Which is why, again, I may be tendering my resignation very have to be thoughtful about the fee proposal, when I was reflecting on what to talk about soon! [LAUGHTER] about what we’re selling and the price at here, is the importance of having people like which we’re selling it to you. But we also Melissa on her team, driving the discussion. But in that vein, I’d like to focus my com- have to think about how we’re going to do You can easily take an organization like Sun ments on the business of law as opposed to it and have a realistic plan for actually deliv- Life and truly cripple it with the advice that’s substantive legal issues. ering really high-quality service, but in a way given. You can truly cripple it. You can truly that we still make some money. sit down and say, “It is irresponsible to go to As many of you know, a lot is changing China and allocate that much of your assets in law firms these days, and these changes This is an area where we benefit a lot, but to China.” A very easy piece of advice for a affect how we work and interact with you, I think clients benefit a lot, too, from hav- lawyer and/or external law firm to give. Melissa, with your team, and with our cli- ing a real discussion between us about this ents. I’d like to talk about a couple of those topic. I don’t mean about “is this good There’s no or very little correlation; it’s very changes today, and how I think we will all or bad,” because this is what’s happen- much to do with individuals. In terms of benefit collectively from addressing these. ing, but I think on individual projects, on whether bigger is better or smaller is better, individual engagements, having really good it depends. For this country, in Canada, I’m The first, not surprisingly, is an increased discussions about what we’re trying to do. a big believer in “bigger is better,” because focus on pricing and efficiency. It’s not it’s the only way that we can compete on the super exciting, but it is very interesting to I think good alternative fee arrangements global stage. all of us. The second is a growing accep- that are geared to delivering value to you, tance within law firms of alternative career and that are thoughtful and that are realis- KAREN TODD: Thank you. From your paths for our lawyers. tic and achievable, and that we can run to M&A practice area, are you seeing any deliver those results, we really need to talk developing trends for this year? Both of these things are challenges, in the about those a lot. Law firms are actually sense of we need to change, we need to generally and genuinely interested in doing WALIED SOLIMAN: I talked to Jeff Jones address them. I also think they present a tre- that well, and in working through alternative from The Globe and Mail yesterday, who writes mendous opportunity for us to provide better fee arrangements. It’s no longer something about M&A, and my first question to him quality service, better quality advice to you that is just being imposed on us; I mean, is, “How many lawyers have lied to you that and your team; to build better relationships we are actually entrusted in doing these well. they’re very busy in M&A?” [LAUGHTER] with our clients; and, lastly, for our firms to They not only make for better relationships get better, in terms of how we operate and with our clients; I think they actually make He laughed – we had a good laugh together – how we look after ourselves. us much better managers of our businesses. look, the biggest trend in M&A is that there When we are working towards an alternative is a little bit of M&A happening, and thank So, first, in terms of pricing and efficiency, fee arrangement, we actually have to think God for those companies that continue to I am told there was a time long ago where about not just getting money in the door,

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which historically lawyers always think about The other thing is the work that isn’t lots of hours equals lots of revenue and that’s super complex, but stuff that is repetitive all I have to worry about. Now, we have to in nature, stuff that is high volume, often; think about how do we actually make this sometimes that work, in its entirety, lends work profitable for ourselves, and what that itself to a new way of doing work. Just as leads us to think about is how are we going to an example, we opened a legal services cen- do the work, or how are we staffing the work, ter in Halifax five years ago, and that office what processes are we using to do the work is really geared towards doing that kind of more efficiently in order to deliver what we work – high-volume, repetitive work, where promised, but in a way that still works for us. process improvements and technology can actually make us very efficient. Melissa, you At the same time, done well, these really can were actually – you may not know this – but deliver value for you, Melissa, and for your you were part of the impetus for opening team, in the sense that you get the same that office. When you were at your previous high quality of work and you get the same employer, we did an enor­mous number of service, but you are actually getting it more non-disclosure agreements for them every this work, because we got a lot better at it efficiently and more cost-effectively. year, hundreds and hundreds of them, and and we’re doing a lot more of them. we could do them, but they were always at That leads us to think about how do we the side of people’s desks and it would take Again, this is an area where as clients, we do our work – in the old days of just say- longer than it should, and it cost a lot of are very open to thinking about ways – and I ing the work comes in, let’s just throw a money for a five-page agreement. Melissa was don’t just mean Torys – I mean all of our law bunch of bodies at it and we’ll do it – that one of the people who said, “You guys have firms are very open to thinking about ways doesn’t work anymore in this model. What got to get better at this. You need to figure to deliver those kinds of services much more we’re having to do is with complex work, out a way to do this more effectively.” efficiently to you, and we would encourage which is really what we, and I think all of you to speak up and talk to us about it and the firms here today really want to do, is the We opened our office in Halifax, and what think about how we can do that. high-end, complex work. We’re having to we focused on in Halifax is partly using deconstruct the process of our files – how technology, but also, more importantly, The second topic I just wanted to touch do we do a deal and how do we litigate a developing good processes to do this kind of briefly on, because I know I’m the last hurdle case. Now we have to take it, break it down work. When I talk about process, when you to getting back to work, is alternative career into its constituent parts, and how do we think about NDAs [non-disclosure agree- paths in law firms. Historically – when in deliver each of those parts separately. We’re ments], we’ve gotten very fast on the matter a law firm, it was very much an up-or-out 50 years behind the automotive industry in intake, so it comes in and we don’t spend a environment; you came in, you worked really terms of thinking about supply chain and day running around doing conflict searches; hard for five or six years, or seven years, how do you deliver each part effectively, we can start the work immediately. We’re and you became a partner, or you left. We but I think we’re getting a lot better at that. much better at allocating the work within the are increasingly finding that doesn’t really There are some things that probably don’t office; we have people dedicated to do this, work anymore; it doesn’t work for students; lend themselves to technology or more effi- so we’re not walking around trying to find it doesn’t work for our lawyers. People are ciency, such as cross-examining a witness an associate who has a couple of hours to do very open about that. During our student or advising a board, those are really hard the work; it starts right away; it’s allocated to recruiting periods, people will say to us right things to whittle down. People want quality someone. We’ve agreed ahead of time with up front, “I just want to be clear – I don’t advice in that, in that instance. the client what the focus of the work is going plan on being in a law firm in five years. Is to be, what we’re looking for in each of these that okay?” These are super-talented, type-A There’s a lot of other things we’re doing agreements; and we’ve agreed what the work people who are really good and very success- now that can be done more efficiently so product’s going to be at the end. ful at all sorts of things before they ever get due diligence on corporate transactions, to interview with us, and they’re very open document review on litigation, where I Where we are now is we can turn these about this probably isn’t a long-term career. think it is incumbent upon us to get better around in less than 24 hours, guaranteed. at that. We welcome the pressure that you The price, every year, has come down, I think that’s good, actually. That is a really put on us to do that, because I think it cheaper, cheaper, cheaper. But we’re actually healthy thing, and it’s incumbent upon us makes us get a lot better at it. making more money than we used to doing as law firms to figure out how to work with

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that and create alternative careers for people There’s a lot of changes going on, but they’re within our firm, or help them find an alter- exciting and terrific changes, and through a native career outside of our firm at Sun Life lot of continued communication through all or at other companies, but to create careers for the people in this room, we’re all going to them that are engaging and challenging and benefit from that. interesting, so they may not become a partner at our place – if they don’t want to be a part- That’s it! Thank you. [APPLAUSE] ner. A lot of people say, “I don’t want to be a partner anymore. This is hard work; I don’t KAREN TODD: Matt, do you find that want to do all that other stuff; I just want to be most companies provide clear guidelines a really good lawyer.” We’re working now to with respect to their objectives and require- find ways to create those paths for our people. ments in hiring outside counsel? We now have our concept of senior associate or essentially permanent associate; you can MATTHEW COCKBURN: It varies, stay and work as an associate in our office Karen. There are some very clear instruc- as long as you like. We’ve also developed a tions from some people, and others, it’s counsel position for people who have greater a little bit – well, there aren’t any instruc- specialty areas of practice and are a little more tions. [LAUGHTER] This is an area where organizations when they don’t want to be at a committed to sticking with us but, again, it’s beneficial to talk about it. Sometimes law firm any longer. More recently, we’ve seen don’t want to do all of the other partner-like we get these outside counsel guidelines, and people come from in-house departments and they’re five pages long and there’s a lot of stuff – billing and relationships and all of that. come and join us as lawyers and partners at rules in there, and they make sense, but We’re finding these different paths are work- our firm. It’s been very interesting. One asso- ing really well. They’re working well for us, ciate, who was at our firm many years ago, they don’t all make sense, and they don’t because we get to keep some very talented peo- left, worked at one of the big financial insti- always work for us. The better course of ple who we’ve helped develop. They stay with tutions for 15 years and has now rejoined us. action is okay, let’s talk about what’s going us. It helps a lot for clients, because it avoids She brings a lot of really interesting think- on here. That’s really helpful, because I do the churn, and I hate to use that word, but it ing to our practice about stuff she saw at the think the clients learn from us a bit, where avoids the churn of associates rolling off your bank, about how the bank does their work, we say we actually can’t do that, or other files all the time. You’re getting some conti- how the bank thinks about pieces of work clients have asked us to do it differently and nuity; you’re getting relationships with people and breaks it down and works through it. we actually think that’s a better way to do it. who are going to stick with you for the lon- We’re learning a lot from having her join us. I do think clients benefit from those inter- ger-term. That also creates efficiencies within It’s a useful two-way street between in-house actions, and we learn, too. We learn what’s our firm, because you’re working with people legal departments and law firms, and we’re driving some of these requests. who know you well and have worked with you all benefitting from that. a lot. At the end of the day, that makes us KAREN TODD: Great. Do you find that more efficient, and makes our relationships So, I’ll just say, in conclusion, what will diversity or technology is going to create the that much stickier than they have been before, make this work, will make it work well for bigger change in the relationship between which is always a real focus for us. all of us, is that we talk to one another about outside and inside counsel? this stuff – the pricing and efficiency, that When we think about in-house legal works really well when we talk to each other MATTHEW COCKBURN: I think departments, Melissa, there’s a lot of great about what you want to achieve and how diversity. There’s a lot of talk about techno- cross-fertilization among our firms and our we’re going to do it, and thinking about logical change in our business, and there’s organizations when you think about these what people are doing within the law firms. no doubt that things will change as a con- alternative career paths. We have lots of It works within our law firm when we have sequence of technology. But at the end of people go to secondment; there’s somebody honest discussions with people about “what the day, our business is a people business, that’s at Sun Life right now. But we encour- do you want to do, and how can we help and I think giving great advice and being a age people to go on secondments to meet you do that.” Then that becomes a discus- trusted advisor is a people business. Melissa our clients, learn our clients’ business; also sion with our clients, too, about how can said it very eloquently earlier, we all benefit see what the other side looks like, to see we help them by placing people there or us from a diverse set of views and experiences what alternatives are out there. We work very having people come back to us on second- and perspectives at the table, and being hard, as well, to help place our talent in your ment or otherwise. able to provide that as a law firm will be far

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to have a foundation of thought it through you or something else, but knowing who properly, rather than looking at it as an you are and where you want to go is so inevitable benefit; it isn’t. important and, sadly, I think I’m fair to say most boards don’t have that discussion. KAREN TODD: Thank you. Jean? KAREN TODD: Alright. Matt? THE HON. JEAN CHAREST: This is a very good time for a board to do a reset and MATTHEW COCKBURN: I would say ask themselves, in this new environment, talent management. I think in a world where what the culture of the company is. It’s not there are increasing opportunities for peo- just about sustainability, but what is the ple to work all over the place, in all sorts culture of our company, and what are our of different industries, and we see people values, and what do we represent. Then, repurposing themselves all the time now. We from there going forward, how do we want see young people coming out of school with to express that to the constituencies with the idea that they’re going to work at three more important than having slightly faster whom we work, which includes, obviously, or four or five different places during their technology in some area. clients, and shareholders. This is a very lifetime, so attracting and retaining talent opportune time to do that, and not take for and really building it and supporting it. Part KAREN TODD: Thank you. Because we granted, not just ride on, assuming that this of that is recognizing people have different are Directors Roundtable and our audience is an issue that is, there’s a question that is plans, focusing on diversity to get that – not typically involves boards of directors and answered by, implicitly, needs to be fleshed just get diverse people in the door, but to their advisors, what I wanted to do was ask out and defined and shared. promote diverse people and support them a more general question to all of the pan- and keep them. Today, that’s the biggest chal- elists, which is, what issues should board KAREN TODD: Thank you. Melissa? lenge for boards. members be giving priority to, from each of your practice areas or positions? Let’s start MELISSA KENNEDY: One of the things KAREN TODD: Alright. The next ques- with Jeremy. that our board has been concentrating on tion is specific to Sun Life. I’d like each of and paying a lot of attention to, of course, is you to comment on what you’ve noticed in JEREMY FORGIE: In my case, I guess the geopolitical risk around the world as we dealing with Melissa’s legal department that the main observation is that you all know talked about, or I talked about earlier. We they are really doing right. Matt, you want in the markets these days in the broader operate in a number of different countries, to start? community there is increasing focus on many in Asia, but also in the U.S. and UK, executive compensation, and you need to and there is a lot of movement in many MATTHEW COCKBURN: They hire a take that seriously, and you need to take different directions. Navigating your way lot of people from Torys. [LAUGHTER] your compensation philosophy and strategy through that as a company, being true to seriously, because we may be required to our values, which is occupying the culture I used to actually do a lot of work, myself, defend in all sorts of contexts. It’s a real, question, which is occupying the board, too, for Sun Life. I haven’t so much recently, but live issue that boards need to get their heads but in the context of the local traditions and I do know the people who work there, and around and deal with it. cultures is a challenge, particularly today. just back to my comment of a minute ago, it’s an incredibly talented group of people. KAREN TODD: About that, do you find KAREN TODD: Thank you. Walied? Sorry, I don’t mean to suck up, here – but that the whole idea of the golden parachute I’ve observed how people have been given is going to have to go? WALIED SOLIMAN: After assessing geo- opportunities to do a lot of different things political risks, I think that’s actually a big and move throughout the organization. JEREMY FORGIE: In a certain context, issue right now. For me, the number one They’re not siloed in the legal group; they you’re going to have to carefully think issue is always who are you? What is your get a lot of experience across the organiza- through when it’s appropriate, and there vision? What is your thesis for existence? I tion, and they get a lot of experience with may be some transactions and situations always like to tell boards, if you don’t have different people and different challenges. where you can’t avoid protection at the one, someone will try to define it for you, That speaks very well of the organization back end. It’s a lot of pressure and turnover whether it’s by way of a takeover bid or a and makes for a much richer and stronger maybe contemplated, but I think you need proxy fight or a regulator getting mad at legal team.

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KAREN TODD: Thank you! Walied? in the room, if you want to survive and do [AUDIENCE MEMBER]: Thanks for well, and in a very difficult environment. I the heads up! I was very interested in Matt WALIED SOLIMAN: As I was saying ear- was impressed by the high level of sensitiv- Cockburn’s comments about alternative lier, you need to just look at the results of ity they had. This very complex and diverse career paths and the kinds of things that the organization to determine whether or environment of ASEAN, in particular – it’s well-educated graduates of law schools now not there are strong inputs into it. It’s defi- 10 countries, different languages, cultures, need to be thinking about; and so, on that nitely through your strong and bold advice. religions. It’s a very tough neighborhood, note, I would like to ask Melissa if there is one in which you would think to operate a particular thing that you wish you had KAREN TODD: Great! Melissa, you want successfully as a business requires a very learned in law school, or a particular con- to comment? high level of cultural sophistication, and tent area or approach to your career that you which clearly the teams at Sun Life have. would have appreciated knowing when you MELISSA KENNEDY: I just want to reit- That’s what impressed me. graduated from law school. erate that this really isn’t about me; it’s about the team. There are over 100 lawyers and KAREN TODD: Thank you. Jeremy? MELISSA KENNEDY: A couple of things. hundreds of people on my team globally, First of all, I wish I had been taught how to and they are the experts. Although many of JEREMY FORGIE: Karen, mine’s really a read a financial statement. That took a while, them are long-time Sun Lifers, they are the personal anecdote, but late last year, I was and that happened in my first big case when ones who are in the trenches sometimes, asked by a Sun Life Asset Management and I was a litigator. I do seriously think that law- but also provide great leadership across the some of the Sun Life other business areas, yers in law school need to be encouraged to organization globally. So, I think that’s what to join in a webcast they did. The reason be more financially literate, and to encour- makes the difference, is the talent. that I wanted to comment on that is that age them to have some STEM [science, I was invited by a couple of the counsel KAREN TODD: Thank you. Jean? technology, engineering and mathematics] there, and the seamlessness of the team experience, because I do think the lawyer of THE HON. JEAN CHAREST: I had the that Melissa was describing is really there; the future is part-business, part-lawyer, but opportunity of hearing Dean Connors speak it’s quite impressive. Just the different dis- also part-technology. That would have been in Bangkok at a meeting of the Canada- ciplinary areas, the team position. The really helpful for me. Thank you. ASEAN [Association of Southeast Asian physical layout of the office was promoting Nations] Business Council, and hearing it, and you could really see it in an action KAREN TODD: Thank you for that ques- him share with the audience his story and all leading to a production. It was fun to be tion. Does anyone else on the panel want to the story of Sun Life. After that, I think we a part of that process and to see that team comment on that? Alright. were in Singapore together, Melissa and I, construct, with the lawyers taking a very at another meeting of the Canada-ASEAN leading role that most of us are describing I would like to thank Melissa for accepting Business Council. I was very impressed by in action. our invitation to honor her and the Sun Life how Canadian they were in their approach Legal Department. Again, I want to thank in this way. Quite clearly, they operated on KAREN TODD: Wonderful. Now, I’m McCarthy for hosting this program with us the principle that you have to know what turning to the audience. Is there anyone today, and I want to thank the speakers and you don’t know, which is a great survival who has a question for our panel today that everyone from Sun Life and all the outside skill – I highly recommend it to everyone they would like to ask? law firms for participating. [APPLAUSE]

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Jeremy advises some of the largest pension among all my service providers. He under- plans and pension fund investment manag- stands issues quickly and finds practical ers in Canada on plan and fund governance, solutions,’ explained one source.”) pension fund investment, divestiture, acqui- sition, funding and de-risking issues. He The Best Lawyers in Canada 2020 (Employee also works with some of Canada’s largest Benefits Law) public corporations in advising on the design, implementation and taxation of The Legal 500 Canada 2020 (Pensions – executive and directors incentive and stock Leading Lawyers) compensation plans. Acritas Stars 2019: Independently Rated Jeremy Forgie In addition, Jeremy advises private- and pub- Lawyers (Nominated as a stand-out lawyer) Partner lic-sector employers, numerous Canadian and foreign consulting firms and financial Chambers Canada: Canada’s Leading Law- institutions on pension fund investment yers for Business 2019 (Ranked in Band 1) structures, crossborder, pension legisla- tion, tax, trust and benefit issues arising The Canadian Legal Lexpert Directory in connection with corporate transactions, 2019 (category ranked in Pensions and privatizations, insolvencies, funding issues, Employee Benefits as “Most Frequently ongoing compliance with regulatory Recommended”) requirements and the development and documentation of pension and employee Chambers Global: The World’s Leading Law- benefit plans and related funding and cus- yers for Business 2018 (Ranked in Band 1) tody arrangements. Jeremy was also named Best Lawyers’ 2014 Jeremy is recognized as a leader in pension Toronto Employee Benefits Law “Lawyer of and employee benefits law in many publica- the Year.” tions, such as the following:

Chambers Canada: Canada’s Leading Lawyers for Business 2020 (Ranked in Band 1 - “Jeremy Forgie produces high-quality trans- actional pensions and benefits work. ‘He is my trusted adviser and ranks as number one

Blake, Cassells & As team players, we collaborate across dis- Thanks to our clients, Blakes was ranked Graydon LLP ciplines and geographies, working closely as having the leading law firm brand in with our clients to develop the thought- the Acritas Canadian Law Firm Index ful solutions and commercially actionable 2020 for the sixth time and fifth consecu- advice they need and deserve – and we mea- tive year. We also received, once again, the As one of Canada’s top business law firms, sure our success by theirs. most top-tier rankings by practice area of Blake, Cassels & Graydon LLP (Blakes) any Canadian law firm in Chambers Global: provides exceptional legal services to busi- Blakes also enthusiastically invests in the The World’s Leading Lawyers for Business. In ness leaders and emerging entrepreneurs communities where we live and work – in Canada and around the world. We from pro bono work to supporting diversity, 2019, we were named Canada Law Firm of are trusted advisors whose strategic vision women’s initiatives and the environment – the Year in the Who’s Who Legal Awards defines today’s – and will shape tomorrow’s and were recently named one of Canada’s for the 11th consecutive year. Our lawyers – business landscape. We tirelessly advo- Best Diversity Employers for 2020 by also continue to be recognized as leaders in cate for our clients – not only when we’re Mediacorp Canada Inc., an honor we have their fields in The Canadian Legal Lexpert engaged in work on their behalf, but always. received 10 times since 2008. Directory, Canada’s leading guide to lawyers.

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With an unmatched résumé and a net- In 1993, Mr. Charest was named Minister work of global relationships, Mr. Charest of Industry and Deputy Prime Minister of provides strategic advice on clients’ most Canada. pressing business issues around the world In 1994, Jean Charest was chosen Leader of Jean Charest is a Partner in the Montréal the federal Progressive Conservative Party, office. He provides invaluable expertise to becoming the party’s first French Canadian the firm’s clients with his in-depth knowl- leader. He held that post until 1998 when edge and experience with public policy, he became the Leader of the Québec Liberal corporate Canada and international mat- Party. Mr. Charest then broke a 50-year pro- ters. As a strategic advisor with a unique vincial record by winning three consecutive The Hon. Jean Charest election campaigns in 2003, 2007 and 2008. Partner, McCarthy Tétrault perspective, he supports our clients on com- plex transactions, projects and international É Under his leadership, Québec experienced LLP; former Premier of Qu bec mandates, as they navigate the global busi- a sustained period of economic prosperity (2003 – 2012) ness environment. with stronger economic growth from 2008 to 2012 than the U.S., Europe, Canada and With a public service career spanning Ontario, despite a global financial and eco- almost 30 years, Jean Charest is one of nomic crisis. His government implemented Canada’s best-known political figures. Mr. a major infrastructure investment program. Charest was first elected to the House of Commons in 1984 and, at age 28, became The Charest government has been a world Canada’s youngest cabinet minister as leader on the environment and climate Minister of State for Youth. change, having brought forward the first carbon levy in North America with the In 1991, he was named Minister of the implementation of its climate change policy. Environment and, a year later, he led Canada’s delegation at the 1992 Earth His legacy includes a major initiative for Summit on the economy and the environ- the sustainable development of Northern ment in Rio. At the summit, he was praised Québec called “Plan Nord.” The plan cov- for his leadership role among G7 countries ers a territory above the 49th parallel of 1.2 on climate change and biodiversity. million sq. km (twice the size of France).

McCarthy Tétrault LLP and industries and then develop the right projects – PPP [Purchasing Power Parity] and solutions and strategies to achieve successful infrastructure, capital markets, power, tech- outcomes in a highly responsive, efficient nology, real estate, retail and more. McCarthy Tétrault is a Canadian law firm and financially disciplined manner. Our goal that provides legal and business solutions is to provide a superior client experience by Our clients are at the center of everything to clients in Canada and globally. Our delivering the highest-quality legal services we do. We are focused on the future, proac- results-driven lawyers deliver strategic advice more efficiently through seamless collabora- tively anticipating our clients’ needs as they and integrated business, financial services, tion among our areas of expertise, innovative evolve. A key priority of our firm’s strat- litigation, tax, real property, and labor and service models and a relentless focus on egy is to innovate our service delivery and employment solutions through offices in achieving legal outcomes that support our business offerings. We have created four Vancouver, Calgary, Toronto, Montréal, clients’ most important business goals. McCarthy Tétrault Divisions business lines Québec City, New York and London, UK. to provide market-leading e-discovery and McCarthy Tétrault is known for its top-tier information governance, among other offer- We have a rich history with over 165 years expertise. Our firm has the most Band 1 ings. These divisions embody the proactive, of innovation in assisting growing and com- Lawyers and Practice rankings by Chambers technology-empowered nature of our firm plex organizations to meet their business Global, Tier 1 recognition for areas critical and our ability to rapidly scale and launch and legal needs. We commit to learning to the Canadian economy such as corpo- innovative solutions. and understanding our clients’ operations rate, M&A, litigation, banking and finance,

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Walied Soliman is the Canadian chair of as a “Star Lawyer” by Acritas in 2017 for Norton Rose Fulbright. He is also co-chair ranking in the top 28 lawyers globally (over of our Canadian special situations team, 5,000 lawyers) as selected by a panel of over which encompasses Canada’s leading 3,000 senior in-house counsel; was ranked hostile M&A, shareholder activism and as a leading Canadian corporate lawyer by complex reorganization transactions. Over both Chambers Canada and Lexpert Canada the past several years, Mr. Soliman has been since 2016; was named one of the 25 most involved in almost every major proxy bat- influential lawyers in Canada byCanadian tle in Canada, acting for both issuers and Lawyer magazine in 2014; ranked by Best activists. He is widely regarded as one of Lawyers in Canada since 2013; and was the leading special situations practitioners ranked as one of the Top 40 Lawyers under Walied Soliman in Canada. In addition, his practice focuses 40 in Canada by Lexpert magazine in 2009. Chair, Norton Rose Fulbright on mergers and acquisitions, restructurings, Among other philanthropic endeavors, Mr. Global & Canada LLP financings, corporate governance and struc- Soliman is a board member of the Toronto tured products. SickKids Hospital Foundation.

Mr. Soliman was the only lawyer recognized in the Globe and Mail’s Report on Business Magazine Power 50 list for 2017; designated

Norton Rose Fulbright mining and commodities; transport; tech- the highest possible standard of legal ser- Global & Canada LLP nology and innovation; and life sciences vice in each of our offices and to maintain and healthcare. Through our global risk that level of quality at every point of contact. Norton Rose Fulbright provides the world’s advisory group, we leverage our industry Norton Rose Fulbright Verein, a Swiss preeminent corporations and financial experience with our knowledge of legal, reg- institutions with a full business law ser- verein [a Swiss Association], helps coordi- ulatory, compliance and governance issues nate the activities of Norton Rose Fulbright vice. We have more than 3,700 lawyers to provide our clients with practical solu- and other legal staff based in Europe, the members but does not itself provide legal tions to the legal and regulatory risks facing United States, Canada, Latin America, services to clients. Norton Rose Fulbright Asia, Australia, the Middle East and Africa. their businesses. has offices in more than 50 cities world- wide, including London, Houston, New Recognized for our industry focus, we are Wherever we are, we operate in accordance York, Toronto, Mexico City, Hong Kong, strong across all the key industry sectors: with our global business principles of qual- Sydney and Johannesburg. financial institutions; energy; infrastructure, ity, unity and integrity. We aim to provide

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Matthew, a member of the firm’s Executive sale of Canadian Addiction Treatment Committee, practises corporate and secu- Centres to BayMark Health Services Inc., rities law, with an emphasis on private a portfolio company of Webster Capital equity and mergers and acquisitions. Matt • Precision Nutrition, a leading nutrition acts for a wide variety of private equity certification and coaching software and firms and pension funds, advising on all services provider, in a strategic invest- aspects of their investment activities. He has ment by BV Investment Partners advised on public takeover bids, plans of arrangement, and private acquisitions and • Canada Pension Plan Investment Board divestitures. Matt also has significant experi- in its US$400 million investment in ence in the corporate finance area, advising WME Entertainment Parent, LLC, a Matthew Cockburn issuers and underwriters on public and global leader in sports, entertainment, Member of Executive Committee private offerings of debt and equity securi- media and fashion & Partner, Torys LLP ties. His experience spans the full spectrum • TorQuest Partners in its acquisition of from advising on early-stage investments to Can Art Aluminum Extrusion Inc., a multi-billion dollar acquisitions. leading North American manufacturer of aluminum extrusions Representative Work • DW Healthcare Partners, a healthcare-fo- • TorQuest Partners in its investment in cused private equity firm, in its acquisition Joriki Inc., a leading Canadian contract of American Optics, a manufacturer and manufacturer of beverages and select distributer of rigid and flexible endo- food products scope optics, and ScopeCare Ltd., a rigid • Canada Pension Plan Investment Board and flexible endoscope service company in its C$200 million investment in • Canada Pension Plan Investment Board, Premium Brands Holdings Corporation as regulatory counsel, in its proposed £1.1 • Altas Partners in its sale of NSC billion investment alongside Hutchison Minerals, Ltd. to a U.S. subsidiary of Whampoa Limited to acquire a 12% Kissner Group Holdings LP interest in the newly formed Hutchison • TorQuest Partners in its acquisition of 3G UK Holdings (CI) Limited, an entity Cando Rail Services Ltd., a provider of created following the £10.3 billion merger specialized rail support services of Hutchison Whampoa’s UK telecom operator, Three U.K. and Telefónica • TorQuest Partners and Amenity Holdings S.A.’s UK subsidiary O2 UK. in the acquisition of Rubicon Pharmacies Canada Inc. • Torquest Partners and a group of inves- tors in the acquisition of A&B Rail • TorQuest Partners in its sale of Thinking Services, Ltd., a railway construction ser- Capital Financial Corporation, a leading vices company in western Canada, from Canadian fintech company, to Purpose Fulcrum Capital Partners Inc. Financial LP a private equity firm in its

Torys LLP We provide Canadian, U.S. and global legal agriculture, financial services, entertain- services in a range of key practices including ment, technology, mining and metals, Torys LLP is a respected international busi- mergers and acquisitions, capital markets, manufacturing, infrastructure, energy ness law firm with a reputation for quality, private equity, regulatory, intellectual prop- (power, oil and gas), and retail and con- innovation and teamwork. Our experience, erty, tax, lending and financing, litigation sumer products. collaborative practice style and the insight and and dispute resolution, competition, and imagination we bring to our work have made pensions and employment. Torys has offices in Toronto, New York, us our clients’ choice for their largest and Calgary, Montréal and Halifax. most complex transactions as well as for gen- Our expertise extends to a number of key eral matters in which strategic advice is key. industry sectors including: life sciences,

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