Biography

H. GARFIELD EMERSON, Q.C.

Garfield Emerson, the Publisher of GovernanceCanada.com, is a Corporate Director and Principal of Emerson Advisory, an independent business and financial advisory firm.  Mr. Emerson’s areas of advisory activities include governance, strategic issues, corporate finance, mergers and acquisitions and restructurings.

In addition to current corporate directorships, Mr. Emerson is an Executive in Residence at the Rotman School of Management, University of Toronto, and at the Faculty of Public Affairs, Carleton University, and a member of the Directors Faculty at the Directors College, DeGroote School of Business, McMaster University.

Education

Mr. Emerson received a B.A. (Honours History) from the University of Toronto in 1963.  He received his LL.B law degree from the University of Toronto Law School in 1966 and was called to the Bar in Ontario in 1968.  Mr. Emerson is a member of the Law Society of Upper Canada.  He was appointed Queen’s Counsel in 1980.

Corporate and Securities Lawyer

Gar Emerson is the past National Chair of Fasken Martineau DuMoulin LLP (2001-2006), an international Canadian law firm, with offices in Vancouver, Calgary, Toronto, Ottawa, Montreal and Quebec City and in London, England, Paris, France and Johannesburg, South Africa.  He continues as a limited partner of that law firm.

Mr. Emerson is recognized in The Best Lawyers in Canada 2011 and The Canadian Legal LEXPERT 2011 Directory in the fields of securities and corporate law and corporate governance.

From 1970 to 1990, Mr. Emerson was a partner in the Toronto law firm of Davies, Ward & Beck (now Davies, Ward, Phillips and Vineberg).  During this period, he was engaged in securities law and corporate finance, primarily in the areas of advising public corporation on mergers and acquisitions, corporate and financial restructurings and private and public financings.

Investment Banking

From 1990 to 2001, Gar Emerson was the President and Chief Executive Officer of NM Rothschild & Sons Canada Limited, an investment banking and financial advisory firm he established in Canada in 1990 and which is part of the Rothschild international investment banking group headed by the merchant bank NM Rothschild & Sons Limited of London, England.  As the senior executive of NM Rothschild Canada, Mr. Emerson provided investment banking advisory services to national and international public and private corporations and federal and provincial governments on mergers and acquisitions, corporate finance, strategic alliances, financial re-structurings and privatizations.

Corporate Governance

As a corporate director and a corporate and securities lawyer who advises on corporate governance, Mr. Emerson has experience in the corporate governance of public and private corporations including Crown corporations and not-for-profit entities.

He is:

  • certified as a professional director by The Institute of Corporate Directors with the ICD.D designation following completion of the Directors Education Program;
  • an Executive in Residence at the Rotman School of Management, University of Toronto;
  • an Executive in Residence at the Faculty of Public Affairs, Carleton University;
  • a member of the Directors in Residence Faculty of The Directors College, jointly sponsored by the DeGroote School of Business of McMaster University and the Conference Board of Canada;
  • a graduate of the Corporate Governance Training Program for Directors of Crown Corporations offered by the Schulich Executive Education Centre, York University; and
  • a frequent speaker at seminars and panels on corporate governance, including programs at the Rotman School of Management, The Directors College and Osgoode Hall Law School.

Corporate Directorships – Current

Mr. Emerson’s significant experience as a director of public and private corporations includes his current positions as a director of:

  • CAE Inc., a Canadian public company listed on the Toronto and New York Stock Exchanges that is a global leading provider of simulation and modeling technologies and integrated training services for civil aviation and defence customers worldwide.
    • He is a member of the Audit Committee and the Corporate Governance Committee.
  • Canadian Tire Corporation, Limited, a Canadian public company listed on The Toronto Stock Exchange that is engaged in general merchandise retailing, financial services and petroleum.
    • He is a member of the Audit Committee and a former member of the Management Resources and Compensation Committee.
  • Sentry Select Capital Corp., a private Canadian wealth management company that has approximately $6.5 billion in gross assets under management and provides portfolio management and advisory services to public mutual funds and investment funds.
    • He is a member of the Governance Committee.
  • Pelmorex Media Limited., a private company that owns and operates the specialty television channel and service, The Weather Network.
    • He is the Chairman of the Audit Committee.

Corporate Directorships – Former

Mr. Emerson has served as Chairman of the Board and as a director of several Canadian public and private corporations, including not-for-profit corporations.  Former directorships include:

  • From March 1993 to March 2006, Gar Emerson was the non-executive Chairman of the Board of Directors of Rogers Communications Inc., a diversified Canadian public communications and media company listed on the Toronto and New York Stock Exchanges, Canada’s largest wireless voice and data services provider and largest cable television provider. During this time he was also non-executive Chairman of the Board and a director of Rogers Wireless Communications Inc., Rogers Cable Inc. and Rogers Media Inc.Mr. Emerson was a director of these companies from 1989 to 2006.
    • In addition to his role as non-executive Chairman of the Board, Mr. Emerson was Chair of the Executive Committee and of the Nominating and Corporate Governance Committee and a member of the Audit Committee, Finance Committee and the Compensation Committee of the Board of Directors of Rogers Communications Inc. and its affiliates.
  • During 2008, Mr. Emerson was the Chairman of the Board of First Calgary Petroleums Ltd., a Canadian public oil and gas exploration and development company listed on The Toronto Stock Exchange and the AIM market of the London Stock Exchange.  As Chairman, Mr. Emerson led a strategic initiative that culminated in the sale of First Calgary to Eni SpA of Italy in late 2008.
  • From December 1994 to June 2006, Mr. Emerson was a director of Canada Deposit Insurance Corporation (“CDIC”), a federal Crown corporation that has a statutory mandate to provide deposit insurance to depositors of federally regulated deposit-taking financial institutions. The members of the Board of CDIC include the Governor of the Bank of Canada, the federal Deputy Minister of Finance and the Superintendent of Financial Institutions, Canada.
    • During this period, he was Chair of the Audit Committee and Chair of the Human Resources and Compensation Committee and a member of the Executive Committee of the Board of Directors of CDIC.
  • From 2002 to 2010, Mr. Emerson was a director of Wittington Investments, Limited, a private Canadian investment holding company controlled by the Weston family that owns the majority equity ownership of George Weston Limited and Loblaw Companies Limited, public companies listed on The Toronto Stock Exchange.
    • He was the Chair of the Audit Committee of Wittington Investments, Limited.
  • Mr. Emerson was a director of Open Text Corporation in 2008 and 2009, a Canadian public enterprise software company listed on The Toronto Stock Exchange and NASDAQ.
    • He was a member of the Corporate Governance Committee and the Compensation Committee.
  • Mr. Emerson was a director of the University of Toronto Asset Management Corporation (“UTAM”), a separate corporate affiliate of the University of Toronto that manages the pension and endowment funds of the University and related entities.
    • He was the Chair of the Compensation Committee.
    • Prior to the incorporation of the UTAM, Mr. Emerson was a member of the President’s Investment Advisory Committee at the University of Toronto that had the prior responsibility for the management of the University’s pension and endowment funds.
  • Mr. Emerson was a director of Genstar Capital Corp., a private equity investment company funded and owned by certain Canadian and international financial institutions and private investors and which acquired, managed and sold diverse business operations in Canada and the United States.
    • Mr. Emerson was Chair of the Audit Committee of the Board of Directors of Genstar.
  • Mr. Emerson was a director of Marathon Realty Company Limited, a former wholly-owned subsidiary of Canadian Pacific Limited that owned and operated the separate commercial, income producing and development real estate businesses of Canadian Pacific across Canada.
    • Mr. Emerson was a member of the Audit Committee.

Public Interest and Community Activities

  • Past Chairman of the Board, The York Club, Toronto (2008-2010).
  • Former Vice Chair and a member of the Auditing and Assurance Standards Oversight Council, an independent body established to oversee the activities of the Auditing and Assurance Standards Board (2005-2007).
  • Former Chair, Campaign for Victoria University in the University of Toronto (1995-2001).
  • Former founding Chair, Sunnybrook and Women’s Foundation (2002 -2003).
  • Former director of Sunnybrook and Women’s College Health Sciences Centre (2001-2005).
    • Mr. Emerson was Chair of the Audit Committee, and a member of the Executive Committee and the Corporate Governance Committee of the Hospital.
  • Former memberships of not-for-profit entities include:
    • University of Toronto Business Board
    • University of Toronto President’s Investment Committee
    • Canadian Club of Toronto
    • National Board of the Canadian Council of Christians and Jews
    • Canadian Psychiatric Research Foundation