John Mayberry, chairman, Bank of Nova Scotia Retired chairman and CEO of steel company Dofasco Inc.
Scotiabank tied with Potash Corp. of Saskatchewan Ltd. for first place in the 2010 Board Games ranking.
Are you happy with where governance in Canada is now?
I think every company is in a different place. I think the banking sector is really on top of it, and puts a lot of effort into it. I think there are some companies, from personal experience, who give it more lip service. I think there are companies whose boards are still figuring out what their role is. So I think it's all over the map.
Shareholders have really pushed some activist reforms in the past few years, like 'say on pay' votes. Have you been surprised by this?
Some of it, I would say, is quite insightful and beneficial. Some of the shareholder activism is, frankly, people feeding their egos and letting people listen to them, but I'm not sure it's doing a lot to advance the cause. But I think some of it has been fairly good.
What has worked?
I think the Canadian Coalition for Good Governance has been fairly active and has a commonsense approach to it that has worked well. I think "say on pay" probably got to a reasonable place. It all depends on whether it gets abused or not. We're in the early stages, but I think we're at a good place and we'll see how it goes.
What do you think of recent U.S. reforms to make it easier for shareholders to nominate people for boards?
The difficulty is if you look at how you try to fill a board with people, we're in 50 countries and we're trying to get people with a variety of backgrounds, a variety of geographies, a variety of cultures, a variety of experiences. … To me, it's very difficult for an outside person who is not plugged into all of that to say, "You should hire Joe Blow because he'd make a good director." Maybe. But he or she doesn't necessarily fit the void we've got at that particular moment.
What are your thoughts about executive compensation - is it too high?
We sit right next to the United States. … And at some point in time, if you get too low, relative to the peer group - and the peer group doesn't reside just in Canada - you'll end up losing all their management talent.
But executives don't seem to leave banks very much. I don't imagine the CEO of Scotiabank is going to leave.
I don't either. … But at the same token, there's a fine line. We're not going to be paying the rates of U.S. banks, but you've got to have competitive compensation and benefits. … People choke on some of the compensation - I choke on some of the compensation. But we've got to compete with the Canadian banks and other Canadian financial institutions.
People do choke on the fact it's a standard now that a Canadian bank CEO is going to make about $10-million a year.
I'll defend [Scotiabank CEO]Rick Waugh. If you take Rick Waugh's situation, he had the highest return on equity in the global financial sector. He's at the median of the Canadian financial sector, let alone the international stuff. He's way down the list on global [compensation]standards, but he's outperforming a lot of people on global standards.
As a former steel guy, what do you think of being chairman of a bank?
Well, it has migrated dramatically. When I joined the bank board in 1994, it was much more speak-when-spoken-to … and you went home wondering "What contribution am I making to this?" But over time it has changed and migrated, and there have been leadership changes. … I think boards have a better understanding of what their role is. So there is that creative tension.
How did you end up becoming chairman?
I outlasted everyone. No, the directors selected it. When Art Scace was retiring, we had a subcommittee of the board that went through it. It's been an interesting experience.Report Typo/Error