‘The board might implode’: Inside the Banff Centre’s CEO succession battle

Open this photo in gallery:

The now-dismissed chair of the Banff Centre for Arts and Creativity’s board of governors acted with “a pattern of willful disregard” for the institution’s governance processes and “undermined the effective functioning of the board” in a dispute over the search for a new CEO, an independent investigation found.

The Globe and Mail obtained a copy of a March report by conflict-resolution specialist Jay Spark. The probe was initiated by the chair of the board’s human-resources committee in accordance with its anti-harassment procedures – after then-chief executive Janice Price filed a complaint alleging “bullying and harassment” by then-chair of the board Adam Waterous during communications about succession plans last November.

Mr. Waterous engaged in what the investigator concluded was “personal harassment” toward Ms. Price. Mr. Spark also found that Ms. Price had had communications with board members during the CEO search that she should have “avoided,” though he deemed that this did not amount to interference.

The Banff Centre is one of Canada’s pre-eminent arts-training institutions. More than 100,000 artists, musicians and authors have walked through its doors over the past 90 years, from Salman Rushdie to Oscar Peterson to Sarah McLachlan, while many of the country’s and the world’s best up-and-coming artists take advantage of its training facilities and residencies to hone their crafts.

The Spark investigation shows there was board division in the past two years over not just how the Banff Centre’s future should be decided, but whether that future would be led by someone with deep ties to the arts.

The Alberta government dismissed the Banff Centre’s entire board last week and replaced it with a temporary administrator, Touchstone Exploration Inc. founder Paul Baay. The province provided few details until The Globe first reported Friday that the decision was related to long-standing discord over CEO succession.

Mr. Spark’s report lays out that board members were willing to look beyond arts expertise in hiring a new CEO, widening their search in July, 2022, to include candidates from the hospitality and tourism sector.

This shift drew concern from some unnamed board members, the report said, who implored Ms. Price to raise this with Mr. Waterous, helping spark his assertion that she was interfering with the CEO search.

Mr. Waterous, in a lengthy statement to The Globe, dismissed the investigator’s report, which he said was “biased, lacked independence and was conducted by an unqualified investigator” and “provided no evidence of harassment.” He maintained that Ms. Price filed a “baseless claim” against him in an attempt to distract from “her own bad behaviour.”

By filing a complaint through the board’s HR committee instead of its governance group, “she made a governance issue an HR issue,” preventing the whole board from discussing Ms. Price’s actions, Mr. Waterous continued.

The investigator wrote, however, that Mr. Waterous “failed to find evidence that Price influenced the board’s decision” on the successor process even though Ms. Price had worked with and was a reference for Chris Lorway, the former head of Stanford University’s performing-arts organization Stanford Live who was officially hired at the end of 2022.

The Banff Centre receives funding from both the provincial and federal governments, operates via Alberta’s Post-Secondary Learning Act, and is overseen by a board of governors partly appointed by the province and partly voted on by the board itself. Its board procedures dictate that a search committee of board members recommend new CEOs to the whole board; in accordance with good governance standards, the outgoing CEO is traditionally barred from the decision.

The investigator said what he found “reflected a pattern of willful disregard by Waterous for established governance processes and a concerted effort to impose his will on Price and others” and that those actions “undermined the effective functioning of the board.”

Summarizing Mr. Waterous’s written response for the investigation, Mr. Spark said of the chair: “At no time did he yell at Price or use foul language.” Mr. Waterous reiterated this to The Globe, stating that he was fully professional, including in the November, 2022, communications with Ms. Price that prompted her to launch her complaint.

Ms. Price, a career arts administrator who was the founding CEO of the Luminato Festival of Arts and Creativity, ran the Banff Centre for eight years.

Mr. Waterous, a long-time oil-and-gas investment manager, including with Bank of Nova Scotia, said in his statement to The Globe that he was not interviewed by Mr. Spark. The investigator wrote, however, that he attempted to initiate interviews, but “failed to secure” one, and that Mr. Waterous primarily provided written statements through his lawyer.

The since-dismissed chair also pointed to the investigator’s own admission in the report that he is not an expert on corporate governance. That paragraph of the report also states, however, that Mr. Spark “has extensive experience investigating harassment complaints on behalf of public and private employers,” and has experience with postsecondary boards.

Mr. Waterous said that while the board accepted the report, the vote was narrow, and that four of the provincially appointed governors voted against it. He said the board was “split” in this manner on many subsequent issues.

He also shared correspondence with the Alberta government that showed he filed his own complaint against Ms. Price after her initial complaint. But Ms. Price said in an interview last week that she did not receive anything in writing about it, nor was she aware of any subsequent investigation.

Then-advanced education minister Demetrios Nicolaides said in a letter to Mr. Waterous, which he shared with The Globe, that it would be “impractical” to investigate Mr. Waterous’s countercomplaint to Ms. Price, who had retired at the end of March. Mr. Nicolaides wrote that even after the investigation, Mr. Waterous had his “full support.”

The Globe reached out to each of the Banff Centre’s most recent board members to discuss the investigation and complaints, all of whom, except Mr. Waterous, either did not respond or declined to comment.

“I read and agreed with the investigator’s findings prior to the report being submitted to the board of governors and the Ministry of Advanced Education last March,” Ms. Price said when asked for comment about the report this week. She declined to comment on the report’s substance.

The report establishes the timelines of the Banff Centre’s CEO succession process, noting that the search committee widened the scope of candidates in July, 2022, to include those with backgrounds in tourism and hospitality. The report says Ms. Price was advised by several unnamed members of the board’s search committee to “express concern” about the change and “urged” her to contact Mr. Waterous about the matter.

When she contacted Mr. Waterous about it, the chair grew very concerned, the report says, and he began advising Ms. Price not to have conversations with the search committee about the process.

Rahul Bhardwaj, CEO of the Institute of Corporate Directors, a good-governance advocacy group, said in an interview that a chief executive raising such a succession issue with the board chair “doesn’t sound like a great idea. In ordinary course, it would be the chair of the search committee reporting to the board chair.”

Later, the investigator found, the Banff Centre’s general counsel David Cox overheard a comment Ms. Price made to another board member, Letha MacLachlan, calling her “an arts champion” on the search committee – though Ms. MacLachlan later told the investigator she did not consider this evidence that Ms. Price was trying to influence the outcome. Mr. Cox also warned Ms. Price “repeatedly” that she had a conflict, Ms. Price told the investigator.

“In hindsight, Price should have avoided acting as an intermediary between Waterous and other members of the search committee,” the investigator wrote, noting that this did not appear to reach the bar of actual interference.

The investigator also found that Mr. Waterous rejected the agenda of the search committee chair’s for a subsequent board meeting, and suggested his own agenda, which included reviewing the credentials of another candidate. In his statement to The Globe, Mr. Waterous said that Mr. Lorway, “who was a former employee of Ms. Price and who she had advocated for, exposed Banff Centre to reputational risk and allegations of poor governance.”

The agenda change, which the investigation says contravened good governance and the search committee’s terms of reference, prompted the general counsel, Mr. Cox, to text the Banff Centre’s vice-president Valerie Kapay that “the board might implode” as a result.

On Dec. 5, 2022, the board voted 6-2 to declare that Ms. Price had no conflict, the report says, and they finally voted on Dec. 20 to appoint Mr. Lorway.

Mr. Lorway has been in office since April of this year, but the board remained discordant. Mr. Waterous shared an e-mail with The Globe that he sent Alberta’s Advanced Education Minister Rajan Sawhney on Oct. 22 with recommendations from the Banff Centre board’s provincially appointed governors.

The e-mail describes division between those board members and the other governors, who are appointed by a board vote. The division was related to disputes over the succession process and over what the e-mail describes as another governor “suing Mr. Waterous personally in an unrelated business matter.”

The provincially appointed governors – Bob Dhillon, Mike Mendelman, Greg Oberti and Mr. Waterous – recommended two options. The first was to beef up corporate governance with a senior legal adviser and a new, separate investigation. The second was to replace the entire board.

The Alberta government was sent the investigator’s report in March, but it did not take any publicly disclosed action until after Mr. Waterous’s e-mail to Ms. Sawhney in October.

Mackenzie Blyth, press secretary to Ms. Sawhney, said in a statement that the province would not discuss HR issues “for legal reasons,” declining to respond to a detailed list of questions about the report.

The Banff Centre itself acknowledged the investigation but declined to discuss it in a statement to The Globe, except to acknowledge that the governors’ dismissal last week was “strictly linked to governance improvement.”