A conversation with Wendy Kei

Andrew McDougall: I’m Andrew McDougall, a partner in Osler’s corporate group and a co-author of Osler’s annual Diversity Disclosure Practices report. I’m delighted to welcome Wendy Kei. Wendy serves as board chair for both Ontario Power Generation and NFI Group. She’s also the chair of the audit committee for Centerra Gold. She’s an accomplished financial executive with more than 25 years of senior business experience in mining and other industries. Wendy was honored as a fellow of the Institute of Corporate Directors in 2022 and recognized as a BMO Celebrate Women on Boards 2022 Honouree. She was named one of Canada’s Top 100 Most Powerful Women in 2020, and selected as a Diversity 50 2016 Candidate by the Canadian Board of Diversity Council. Wendy, thank you for joining me today.

Wendy Kei: Thanks, Andrew.

Andrew McDougall: Why don’t we jump to the first question I have for you? As you know, we’ve seen a strong focus on diversity for many years now with slow but steady year-over-year increases in the proportion of women directors over the last ten years, and a similar trend with respect to visible minority directors in recent years. But in the United States, there’s been a big pushback against programs that are designed to enhance diversity and inclusion. Do you think that the move towards more diverse boards in Canada will lose steam as a result of this pushback that we’re starting to see in the United States?

Wendy Kei: So, Andrew, I’ve been following the Osler Diversity Report since its inception, which is ten years. It coincided with my personal board journey, and I was hoping the needle would move faster and further for women corporate directors. The companies where I chair the board, we have five female directors on each board. We are at parity, and this far exceeded our initial goal of 30%. At OPG, our executive team comprises more than 55% women. This is incredible considering we are in the nuclear space.

In terms of the anti-EDI pushback in the States, my boards have been monitoring this in the U.S. and we see it on a quarterly basis as part of the governance committee, what is happening in the U.S. I would say EDI values and beliefs do vary by country and by region. It is important for us to promote inclusion and to value the differences in people within our boards and within our workforce. So, both of my boards I chair have 10,000 employees each, so not a small number in the workforce, but rather large. So, we do value the diversity everyone brings.

For me, I’m hoping that the Canadian companies will continue with their goal of gender parity and do what is right. I do think that companies will be less vocal about their achievements, where in the past, I would say, we used to celebrate our accomplishments much more. So I’m hoping we still continue with parity, but I do think you will not see us celebrate it as much.

Andrew McDougall: Right. And to be honest, during the course of our review this year, we were seeing less of a reference in terms of the disclosure in some issuer’s cases to some of their practices. But for the most part, at least in the proxy circulars this year, we were still seeing issuers, by quite a large number, highlighting practices that they were using to improve the level of diversity in their senior management levels. Again, people don’t tend to adopt targets, which is really the central focus of most of the litigation in the United States, but still focusing on other ways to ensure that they are tracking progress, that they are removing obstacles, that they are undertaking a better search and making opportunities available to a wider group. So, we were seeing quite a bit of that. And some of that, presumably, has been the practice at the boards that you’ve been on.

Wendy Kei: Absolutely. I would say we set the initial goal years ago, and when we have board renewal, it’s just finding the best candidate for the board, and some of them just happened to be women. So, I’m absolutely thrilled to see we are at parity and continue to grow. I’m more delighted to see the diversity at our executive level than anything else, and that means growing the group down below and letting them be promoted and work their way up to the executive level. And that’s what I’m proud of. At OPG we celebrate everything, and when you go and you talk to our employees and you see the diversity and the first question I often get is, “I see somebody who’s a visible minority chairing our board”, and that is in itself a conversation piece. And people come up to me and say, “I see somebody like me as chair of the board, and I don’t see that at other companies.” And when you look at my board, not only do we have gender parity, I have 30% of our board as visible minority. And so you see, when you look around the table at our board, everybody says, “oh, I see someone just like me here, someone there.” And it is a diverse board. And that’s what I’m proud of, is the diversity, not only at the board level, but the executive level.

Andrew McDougall: That is something to celebrate. Now you have representation that is close to the demographics of our country, which is exactly where we all hope to be in time and should hopefully evolve naturally, but clearly needs a little bit more effort, at least at this stage of the game. So, I appreciate all of those comments, and kudos to the boards that you’re on, Wendy, for doing so well on all of those measures.

You’ve had a great deal of experience working on boards, several mining company boards before the ones that you were on today. I mean, sometimes you would have been the only woman; you probably were, in most cases, the only racially diverse member of the board. And during the course of this journey, what would you say is the biggest change that you’ve noticed in the board dynamic as a result of the increase in diversity?

Wendy Kei: I would say culture, culture, culture. I have been the token female and the only person of colour, like you said, Andrew, on a number of my boards. If we want to move the equity, diversity, inclusion needle, we need to have more than just gender diversity. And I know from personal experience, the conversation changes where you’re not the only person, you’re not the token female or the token visible minority at the table. And you often hear one woman in the boardroom as a token, two is a presence and three is a voice. And that is absolutely true.

And there is no trade-off between diversity and meritocracy. Like I said, on two of my boards, I have 50%, I have five female board members. The biggest change, I would say I’ve noted with the increase in diversity, is the culture: an inclusive culture where everyone treats each other with respect, where each of us brings certain skills and experience to the boardroom table. And a great board is a sum of these skills and experiences. I would also say that there’s an increased level of trust and transparency. Plus, we are able to accomplish more as a board overall.

Andrew McDougall: All fantastic outcomes of all of that focus that you’ve had on the boards that you’ve been on. And kudos to you to being a pioneer in so many instances and leading the charge as you are today. Wendy, I appreciate very much the time that you’ve spent with us today. Any last comments before we wrap up?

Wendy Kei: I would say for a female board member who’s a chair, you have to take steps to be outside your comfort zone. And if someone said to me ten years ago that I would be the chair of these two boards, I would say, “no, there’s no way I can do that job.” And I would say it takes people to push you to do that job. I’ve had a great network of supporters. You do need to find those mentors that mentor you through this process, and for you to say, “it might be outside my comfort zone, but I can do it.” And I think that’s a big takeaway for female directors, is that you can do anything you set your mind to.

Andrew McDougall: I love that: mentorship, allyship and pulling everybody up together. Fantastic. Thank you very much once again for participating in this session, Wendy. We very much appreciate it.