Home Workplace News Banff Centre board of governors booted over handling of CEO succession

Banff Centre board of governors booted over handling of CEO succession

by Local Journalism Initiative
By Jessica Lee | Rocky Mountain Outlook

The decision to give the Banff Centre for Arts and Creativity’s board of governors its walking papers last week came at the recommendation of its four provincially-appointed members.

Four days after Banff resident and former chair Adam Waterous, along with board members Bob Dhillon, Mike Mendelman, and Greg Oberti, wrote to Minister of Advanced Education Rajan Sawhney about a lack of unity in governance between provincially and non-provincially appointed members, in one dramatic sweep by the province, the board was dissolved.

“We recommended two things … one is we thought to have the government address some of what we described as lapses in good governance, by taking steps to improve governance on the board,” said Waterous.

“If that was not going to be possible, then our recommendation was to replace the entire board. We thought that that was going to be in the best long-term interest for Banff Centre.”

Waterous said the board had become “dysfunctional” and decision-making was impossible.

Division began during the search for a new CEO of the esteemed arts institution in late 2022. Waterous confirmed that former CEO Janice Price, who was exiting the role after an eight-year tenure, filed a workplace harassment complaint against him over two emails the chair sent to Price on Nov. 17 and 18, 2022.

In the emails, which Waterous shared with the Outlook, he requested Price confirm she would “cease to participate in Banff Centre’s CEO succession process” with concerns over conflict of interest with then-candidate Chris Solway, who was ultimately appointed to the position.

On Nov. 18, after not receiving a response the day before, Waterous wrote to Price that he would be “referring this matter to Banff Centre’s Governance and Nominating Committee who will determine how to handle the matter and next steps.”

Price’s allegations, specifically, were that Waterous’ advising her that participation in the CEO succession process was a conflict of interest constitutes harassment, Waterous said.

“In turn, I alleged that her complaint – that my advice, she had a conflict of interest in participating in the CEO process – was made in bad faith. These allegations divided the board.”

An independent investigation was conducted into the allegation against Waterous by consultant Jay Spark, the former board chair confirmed, which proved to be controversial and split the board further. Waterous said he was never interviewed by Spark and questioned his credentials.

“The provincially appointed governors believed that it was non-independent from management, biased, and lacked governance qualifications,” said Waterous. “The five non-provincially appointed governors had different views and supported Spark’s conclusion that I did not have the authority to advise Ms. Price she was in a conflict of interest in participating in the CEO succession process.”

Attempts to reach Price have been unsuccessful by the Outlook, but the former CEO told the CBC last week “the investigation of my harassment complaint was conducted externally, professionally, [and] resulted in the report that the board and ministry received.”

A split vote on whether to accept Spark’s report set the tone for nearly all future board decisions, Waterous said, making it difficult to focus the board’s efforts on matters such as a new strategic plan to expand the centre’s community presence, student participation and donor base.

According to a Thursday (Oct. 26) press release announcing the province’s plan to replace the board, there were five vacancies for nine board-appointed member positions.

The exact composition of the board of governors – including which positions were vacant – was unknown as of the time of the provincial decision. However, as of May, other board of governor positions were Jeff van Steenbergen, Leslie Belzberg, Ron Hallman, Lorway, Cherith Mark, Raif W. Richardson and Bob Sartos.

In its announcement, the province appointed oil and gas executive of 25 years, Paul Baay, as temporary administrator of the Banff Centre. Baay is also the current chair of the Alberta Foundation for the Arts.

In the next six to nine months, Baay will review internal processes and policies at the Banff Centre and temporarily assume the board of governors’ responsibilities until a new chair and board are appointed, according to the press release.

In May, the Alberta Securities Commission said in a news release that it had concluded a settlement agreement with Baay after he admitted to tipping, which means he revealed non-public information about his company, Touchstone Exploration Inc., to another person before general disclosure to the capital markets.

Baay paid $40,000 to the commission and committed to training in best practices for public company governance and disclosure.

Quoted in the press release, Sawhney said “this change offers an opportunity to focus on a refreshed future for the Banff Centre.”

In response to specific questions from the Outlook about its decision to dissolve the board and the selection process in appointing Baay, ministry spokesperson Mackenzie Blyth said in an email that it would not discuss HR issues involving the board for legal reasons and that the ministry is “excited for the future of the Banff Centre and to furthering its mission.”

Waterous said he believes the move is in the best interest of the Banff Centre and returning the institution to its “former glory,” with increased support from the provincial government.

Drama at Banff Centre

The Banff Centre has not been without controversy in recent years.

Former board governor Donna Kennedy-Glans was rescinded from her position by the province in 2021. The former MLA and associate minister was appointed to the board in 2019 and served as its vice chair for more than a year until she was dismissed.

The Banff Centre said Kennedy-Glans’ appointment ended after senior leadership asked the province to rescind her position on the board.

She publicly told media outlets she was surprised by the decision and critical of the move. She wrote in a column for Alberta Views that she believed an appearance on CBC Eyeopener in 2021, where she was interviewed about the ongoing disruption in the UPC party against former Premier Jason Kenney, began conflict between her and Waterous.

In 2014, former Banff Centre President Jeff Melanson abruptly resigned after serving in the post for two years.

In a 2016 annulment application, his former wife, Eleanor McCain, claimed allegations of sexual harassment of female employees during his time at the Banff Centre.

The prominent arts and cultural centre also faced backlash during the COVID-19 pandemic when it temporarily laid off about 400 employees – roughly 75 per cent of its workforce – and then a few months later permanently laid off 280 of them.

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