Corporate Governance
The Board of Directors and Management of the Company are committed to maintaining a high standard of corporate governance. The Board has responsibility for the overall stewardship of the Company and discharges such responsibility by reviewing, discussing and approving the Company’s strategic planning and organizational structure and supervising management with a view to preserving and enhancing the underlying value of the Company. Management of the business within this process and structure is the responsibility of the Chief Executive Officer and senior management.
The Board has adopted guidelines to assist it in meeting its corporate governance responsibilities. The role of the Board, the Chief Executive Officer, the Chairman, Lead Director and the individual committees are clearly delineated. Together with the Chairman, Lead Director and the Corporate Governance Committee, the Board assesses its processes and practices regularly to ensure its governance objectives are met.
Composition of the Board of Directors
The Board is comprised of experienced directors with a diversity of relevant skills and competencies. The Board of Directors has assessed each of the Company’s 10 non-management directors to be independent.
A more comprehensive analysis of the Company’s approach to corporate governance matters is included in the Management Proxy Circular for the April 28, 2011 annual meeting of shareholders.
Board of Directors
W. Geoffrey Beattie
President and CEO, The Woodbridge Company
(Investment company)
Mr. Beattie, 51, is the Chief Executive Officer of The Woodbridge Company Limited (1998), the Thomson family’s principal holding company, Deputy Chairman of Thomson Reuters and Chairman of CTVglobemedia Inc. Mr. Beattie is a director of The Royal Bank of Canada and General Electric Company. Mr. Beattie is also a trustee of the University Health Network.
Director Since: 2008
Gregory A. Boland
President & CEO, West Face Capital Inc.
(Investment manager)
Mr. Boland, 47, is the President and Chief Executive Officer of West Face Capital Inc., a Toronto based investment manager, a position he has held since 2007. Previously, he managed portfolios for Enterprise Capital Management. Prior to joining Enterprise Capital Management in 1998, he was Vice-President and Partner in proprietary investments at RBC Dominion Securities. Mr. Boland is a director of Ace Aviation Inc. and SilverBirch Energy Corporation.
Director Since: 2011
John L. Bragg, O.C.
Chairman, President and Co-CEO, Oxford Frozen Foods
(Food manufacturing)
Mr. Bragg, 70, founded Oxford Frozen Foods, an international frozen foods supplier, in 1968 and Bragg Communications, Canada’s fifth largest cable television provider and a major Maritimes Internet and wireline telephone service provider, in 1970. Mr. Bragg is an Officer of the Order of Canada. Mr. Bragg was appointed a Canadian Business Hall of Fame Laureate in 2003, and was one of the original four members inducted into the Nova Scotia Business Hall of Fame in 1993.
Director Since: 2008
Purdy Crawford, C.C.
Counsel, Osler, Hoskin & Harcourt
(Law firm)
Mr. Crawford, 79, is a director of several Canadian companies. From 1986 to 1995 he was CEO of Imasco, and from 1995 to 2000 he was the non-Executive Chairman of Imasco Limited and CT Financial Services. Mr. Crawford is a Companion of the Order of Canada and a member of the Canadian Business Hall of Fame.
Director Since: 1995
Jeffrey Gandz
Professor, Managing Director – Program Design, Richard Ivey School of Business, University of Western Ontario
Dr. Gandz, 66, has been a consultant for many Canadian and multinational corporations and government ministries and is the author of several books, many articles and government reports on a variety of subjects, including leadership and organizational effectiveness.
Director Since: 1999
James F. Hankinson
Corporate Director
Mr. Hankinson, 67, is a director of several Canadian companies. Mr. Hankinson served as President and Chief Executive Officer of Ontario Power Generation from 2005 until his retirement in 2009. He was President and Chief Operating Officer of Canadian Pacific Limited until 1995, and President and Chief Executive Officer of New Brunswick Power Corporation until 2002.
Director Since: 1995
Chaviva M. Hošek, O.C.
President and Chief Executive Officer, The Canadian Institute for Advanced Research
(Research Institute)
Dr. Hošek, 64, received her Ph.D. from Harvard University in 1973 and spent 13 years at the University of Toronto as Professor of English Literature. She was appointed an Officer of the Order of Canada in 2006. Her career included being Director of Policy and Research for Prime Minister Jean Chretien and Ontario’s Minister of Housing. She is trustee of the Central European University, director of Great-West Lifeco Inc. and numerous volunteer boards of charitable organizations, including Mount Sinai Hospital and the Trudeau Foundation.
Director Since: 2002
Claude R. Lamoureux, O.C.
Corporate Director
Mr. Lamoureux, 68, was Chief Executive Officer of the Ontario Teachers’ Pension Plan until his retirement in 2007. He was appointed to the position in 1990, when the Ontario government established the new independent corporation to replace the Ontario Teachers’ Superannuation Fund. An actuary by profession, Mr. Lamoureux joined Teachers’ from Metropolitan Life, where he had a successful career in their New York and Ottawa offices. Mr. Lamoureux is an Officer of the Order of Canada.
Director Since: 2008
G. Wallace F. McCain, C.C.
Chairman, Maple Leaf Foods Inc.
Mr. McCain, 80, was appointed Chairman following the acquisition of the Company in April 1995. Mr. McCain co-founded McCain Foods Limited in 1956 which has grown to become one of the largest frozen food companies in the world. Mr. McCain was President and Co-Chief Executive Officer of McCain Foods Limited until 1994 and is currently its Vice-Chairman and director of other associated companies within the McCain Foods Group. Mr. McCain is a Companion of the Order of Canada.
Director Since: 1995
J. Scott McCain
President and Chief Operating Officer, Agribusiness Group, Maple Leaf Foods Inc.
Before joining Maple Leaf Foods Inc. in April 1995, Mr. McCain was Vice-President for Production of McCain Foods Limited in Canada, a company he joined in 1978 and where he held progressively senior positions in manufacturing and operations. He is a director of Canada Bread Company, Limited and McCain Capital Corporation. Mr. McCain, 54, is a director of McCain Foods Group.
Director Since: 1995
Michael H. McCain
President and Chief Executive Officer, Maple Leaf Foods Inc.
Mr. McCain, 52, joined Maple Leaf Foods Inc. in April 1995 as President and Chief Operating Officer and was appointed its Chief Executive Officer in 1999. Prior to joining Maple Leaf Foods, Mr. McCain spent 16 years with McCain Foods Limited in Canada and the United States. He is the Chairman and director of Canada Bread Company, Limited, a director of McCain Foods Group Ltd., the American Meat Institute, and Royal Bank of Canada. He is a past director of American Frozen Food Institute and Bombardier Inc.
Director Since: 1995
Diane E. McGarry
Corporate Director
Ms. McGarry, 61, has over 30 years’ experience with Xerox including five years in Canada as Chairman, President and Chief Executive Officer of Xerox Canada from 1993 to 1998. Prior to retiring in 2005, Ms. McGarry held the position of Chief Marketing Officer, Xerox Corporation.
Director Since: 2005
Gordon Ritchie
Principal Advisor, Hill & Knowlton Canada
(Government and public relations company)
Mr. Ritchie, 67, is Chief Executive Officer of Strategico Inc. and has been a director of a number of leading Canadian corporations. Mr. Ritchie had 22 years of distinguished public service. As Ambassador for Trade Negotiations, Mr. Ritchie was one of the principal architects of the Canada/United States Free Trade Agreement.
Director Since: 1995
Note: Ages of the Board of Directors provided as at March 2011.