When it comes to Canadian business, Crown corporations often sit in a category of their own.
Government-owned and operating at both national and provincial levels, they deliver essential services and manage major public assets – from transportation providers like VIA Rail to cultural institutions like CBC/Radio-Canada.
Yet their influence extends far beyond the public sphere. Crown corporations are also a major economic force, contributing roughly 3.4 per cent of Canada’s GDP, employing more than 195,000 people, and managing over $220 billion in net assets.
With government ownership comes a uniquely demanding environment. Crown corporations are expected to deliver strong operating and financial performance while advancing policy mandates, navigating government oversight, and operating under public scrutiny.
That’s why board governance is critical. The right boards can help Crown corporations bridge policy mandates and commercial objectives – sharpening oversight, strengthening decision-making, and driving long-term results and accountability.
So, what does it take to build a Crown board equipped to navigate this complexity? Drawing on over 20 years of expertise in the field, Guy Holburn, Ivey Professor of Business, Economics and Public Policy, outlines four essential practices for building Crown boards designed to perform.
1. Establish and revisit the corporation's mandate with government
Effective boards share a defining feature: an agreed clarity with government and senior leadership about the corporation’s purpose and mandate.
For Crown corporations, well-defined objectives and performance expectations – set and agreed upon with government – form the foundation for board oversight and long-term strategy. A mutual understanding of both commercial and policy goals enables boards to effectively monitor and guide executives, particularly when difficult trade-offs arise. Governments, in turn, must clearly establish reporting requirements, communication protocols, and longer-term objectives. These expectations should be formalized, publicly communicated, and reviewed on a regular basis to ensure alignment as priorities evolve.
“In a changing environment, boards cannot afford to treat mandate and performance clarity as a one-time exercise,” said Holburn. “Explicit expectations and regular review are essential to maintaining alignment, accountability, and strong governance.”
2. Build board credibility through a transparent, merit-based recruitment process
For Crown corporations, the credibility of the board starts with how its members are chosen. In this environment, where appointments can draw public and political attention, openness is a crucial factor. Therefore, a strong recruitment process should be clear, consistently applied, and merit-based – focused on identifying individuals with the right skills and qualifications to help the organization meet its commercial and policy objectives.
Holburn explained: "When appointments are seen upfront as fair and expertise-driven, boards are better positioned to earn trust from stakeholders and govern effectively."
Building that kind of merit-based board starts with a clear picture of what the organization truly needs. To achieve this, Holburn recommends boards develop – and regularly revisit – a competency profile or skills matrix to map the experience, expertise, and perspectives required across the group.
3. Offer compensation that attracts and retains the right calibre of director
Crown corporation boards require directors with deep expertise, but also the confidence to effectively navigate relationships with government and competing stakeholder expectations. Compensation, therefore, is more than administrative detail; it signals how seriously the role is valued and is a critical factor in attracting qualified candidates.
But recruitment is only part of the equation, Holburn cautions.
“Continuity is essential to effective governance,” he said. “When compensation does not reflect the scope, accountability, and time commitment of the role, boards may struggle not only to attract experienced directors, but to retain them – leading to a revolving door that undermines stability and institutional knowledge.”
That risk is especially significant for the Chair. With expanded leadership responsibilities, greater accountability, and a heavier time commitment, the role demands compensation that reflects its central importance to board effectiveness.
4. Know when to look outside the boardroom
Crown board directors already carry significant responsibilities. Between core fiduciary duties, sub-committee tasks, and the pace of change defining today's business environment, the demands on members can be considerable – and when a specialized project arises outside the board's existing expertise, that pressure compounds quickly.
Rather than stretching an already taxed board, Holburn recommends looking beyond the boardroom. Bringing in a temporary external consultant can meaningfully strengthen decision-making and is often the smartest move when the expertise required is too specialized or short-term to justify a full board appointment.
"Even the most well-rounded boards will have gaps," he said. "Recognizing when to bring in outside expertise is a mark of strong governance, not a weakness."
For Crown boards especially – where decisions carry consequences for public resources and policy outcomes – that logic is hard to argue. The added cost may give some corporations pause, but Holburn maintains that independent expertise brought in at the right moment should never be considered an optional expense, but a governance imperative.
For a deeper look at what strong corporate governance requires in Crown corporations, read Holburn’s report, Best Practice Principles of Corporate Governance for Crown Corporations, co-authored by Ivey Associate Professor of Business, Economics and Public Policy, Adam Fremeth.
