With a mission to inform, empower, celebrate and advocate for British Columbia's current and aspiring business leaders, BCBusiness go behind the headlines and bring readers face to face with the key issues and people driving business in B.C.
Issue link: http://digital.canadawide.com/i/1388249
112 BCBUSINESS JULY/AUGUST 2021 Others issued press releases affirming their commitment to the cause. For Telus, engaging with social move- ments like BLM has been integral to its self-described purpose as a "social capi- talism" company. The many ways the company responded last year included making a $50,000 donation to the Canadian Civil Liberties Association, to help further antiracism education and advocacy. "In navigating current events, it's very helpful to have some values as 'north stars,'" says Andrea Wood, chief legal and governance officer for Telus. "For us, as we have considered Black Lives Matter, we've benefited from our firm and consistently held belief that there is an issue to be addressed here. We oppose systemic racism. We oppose violence. And we think it's important to listen to and elevate the voices of people of colour." Wood joined Telus in 2013 as VP of legal, taking on the expanded gov- ernance role five years later to help it manage its obligations to various stake- holders. Given the company's size, those obligations are substantial—espe- cially in light of its explicit commitment to doing well by doing good. "Telus is extremely ambitious with respect to corporate social responsibility, ESG, social capitalism—call it what you will," Wood says. "We are determined to be a lead- ing player in social capitalism. Part of that is governance, so it's really important that we aspire to be one of the best-governed com- panies In the world." Wood says that ESG is core to Telus' corporate strategy—and that all of the community investments it makes do, ultimately, create more customers, by bridging the digital divide and giving people the tools to succeed. As chief governance officer, Wood helps to support the strategy-setting at the board level that makes ESG commitments possible. "My obligation is to challenge [directors], to ensure that they are con- sidering all stakeholder interests as they make their decisions," she says. "They're all very experienced board members, but I'm ensuring that they are hearing about best practices in governance and also in corporate social responsibility." An example she gives is Telus' sus- tainability team, which provides regu- lar reports to the board's corporate governance committee. While many experts see climate change as "the" issue of 2021 and beyond, there's still a steep learning curve for many corporate boards—including Telus'. Wood notes that the company has developed a matrix of skill sets that it references in recruiting new board members, with an emphasis on "diversity of knowledge" in areas such as finance, information technology and retail. But nothing, as of the 2021 Telus information circular, that specifically addresses climate change expertise. "I think that it's increasingly an area of expertise that all board members should have," Wood admits. "And hopefully we are helping them all to develop it. But you're right: climate change competence or knowledge about climate change and its impact to our business is very specialized, so we will have to give some thought to how we want to approach our skills matrix going forward." Throughout the first half of this year, especially during AGM season, executives and direc- tors across North America faced many questions—from investors and other stakeholders—about how they are handling ESG issues. Nobody—not even Warren Buffett —escaped the ire of activists who are looking for action. Failure to consider all stake- holders comes at considerable legal risk, according to Carol Liao, director of UBC's Centre for Busi- ness Law and associate professor at the Peter A. Allard School of Law. Liao notes that, under the Canada Business Corporations Act ( CBCA), stakeholders have ways to keep a company accountable for their actions on ESG matters— citing the oppression remedy, under the CBCA, which seeks to "prevent oppressive, unfairly prejudicial and unfair disregard of certain stakeholder interests, based on stakeholders' reasonable expectations." "In Canada, there are categories under the law. And then they have one other cat- egory: anybody deemed appropriate by the court," Liao says. "Essentially, anybody has the right to sue the corporation for 'oppres- sive, unfairly prejudicial' disregard of their interests, based on reasonable expecta- tions, which can change over time." She lists a series of stakeholders—shareholders, employees, creditors, consumers, govern- ment, retirees and (through affiliated orga- nizations) the environment—as potential instigators of legal action. "I did an empirical study in 2014, which I'm now in the middle of revamping," Liao says. "In it, I interviewed 35 senior practi- tioners across Canada, talking about the requirement to consider stakeholder inter- ests. And they said to me: Whether or not it's the law, you should do it just to cover your butt." If directors have learned nothing else in the past year, it's the importance of cover- ing yourself for posterity's sake. n "As we have considered Black Lives Matter, we've benefited from our firm and consistently held belief that there is an issue to be addressed here. We oppose systemic racism. We oppose vio- lence. And we think it's important to listen to and elevate the voices of people of colour " –Andrea Wood SOCIAL CALL Telus VP Andrea Wood considers all stakeholders