Corporate Governance

Corporate governance is an integral part of our effective and efficient operation. We are dedicated to fulfilling our responsibility to our stakeholders by governing ISC with accountability, transparency and integrity. Our commitment to full and fair financial disclosure and best practices in corporate governance provides a solid foundation for our operational culture.

 

Board of Directors

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Joel Teal, Board Chair

X

Saskatoon, SK

Independent Director - Since 2013

Corporate Director

Key Skills:

  • Board experience
  • Senior executive/strategic leadership
  • Public company leadership & compliance
  • Managing/leading growth
  • Financial knowledge
  • Business management
  • Risk management
  • Human resources
  • Investment banking/mergers & acquisitions
  • Corporate governance
  • Government relations & service delivery

Biography

After a successful career in the home building industry, Mr. Teal brings both his business knowledge and extensive board experience to his role as Chair of ISC’s Board of Directors. His board experience spans across provincial Crown corporations, private companies, sports and sponsorship roles.

He is retired from the position of President of Dundee Developments/Homes by Dundee, where he worked since 1996. Prior to this, Mr. Teal was the President and CEO of Preston Developments.

In 2015, Mr. Teal was the recipient of the Saskatchewan Chamber of Commerce Business Leader of the Year award. Mr. Teal has been awarded the Saskatchewan Centennial Medal for Volunteerism and the Canada Medal of Bravery. He was also recognized as Canadian Home Builder Member of the Year by the Canadian Home Builders Association and, in 2008, was named one of Saskatchewan’s 10 ‘‘Men of Influence’’ by SaskBusiness magazine. In 2009, he was a finalist for the Saskatchewan Chamber of Commerce Business Leader of the Year Award.

Voting Results, Membership and Attendance

2019 Voting Results
n/a – Appointed by the Lieutenant Governor in Council of the Province of Saskatchewan
Board & Committee Membership 2018 Attendance %
Board of Directors 11/11 100
Overall Attendance 24/24 100

Securities Held

Includes all deferred share units held as of April 10, 2019, without regard to vesting, including deferred share units issued as dividend equivalents.

Class A Shares 3,000
Deferred Share Units 15,036

Other Current Board Memberships

Jayman Legacy Holdings Inc. Board member

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Karyn Brooks, Audit Committee Member

X

FCPA, FCA, BComm (Honours)

Calgary, AB

Independent Director - Since 2016

Corporate Director

Key Skills:

  • Board experience
  • Public company leadership & compliance
  • Financial knowledge
  • Managing/leading growth
  • Business management
  • Corporate governance
  • Risk management
  • Investment banking/mergers & acquisitions
  • Information technology
  • International business

Biography

Ms. Brooks brings significant financial knowledge to the Audit Committee and ISC’s Board. She is a corporate director, who has 20 years of executive experience as an officer of several large Canadian public companies. Prior to her retirement in 2014, she was Senior Vice-President & Controller at BCE Inc. and Bell Canada. Over the course of her career, Ms. Brooks was an active volunteer in the standard-setting process, both domestically and internationally, as a member of various committees and councils that either developed accounting standards or provided oversight and advice to standard-setting bodies. She also is a Trustee Emerita of Queen’s University, where she sat on the Board of Trustees from 2007 to 2014.

In 2009, Ms. Brooks was elected a Fellow of CPA Ontario and was named one of the Women’s Executive Network - Canada’s Most Powerful Women. She was named to the Canadian Board Diversity Council’s Diversity 50, a group of diverse board-ready candidates in 2013. In 2014, she was the recipient of Financial Executives International (Canada) Distinguished Service Award.

Voting Results, Membership and Attendance

2019 Voting Results
99.8% votes for
0.12% votes withheld
Board & Committee Membership 2018 Attendance %
Board of Directors 11/11 100
Audit Committee 12/12 100
Overall Attendance 23/23 100

Securities Held

Includes all deferred share units held as of April 10, 2019, without regard to vesting, including deferred share units issued as dividend equivalents.

Class A Shares 2,500
Deferred Share Units 4,952

Other Current Board Memberships

  • Director and Audit & Human Resources, Safety and Governance member, Bird Construction Inc.
  • Trustee & Finance and Legal Chair, Calgary Zoological Society and Calgary Zoological Foundation
  • Director and Audit Chair, Aspen Leaf Energy Limited
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Tom Christiansen, Compensation Committee Member

X

C.Dir

Swift Current, SK

Independent Director - Since 2009

Business Owner

Key Skills:

  • Board experience
  • Executive/strategic leadership
  • Managing/leading growth
  • Business management
  • Human Resources
  • Corporate governance
  • Government relations & service delivery

Biography

Mr. Christiansen brings his many years of Saskatchewan business experience to the Board of ISC. He has been a director of ISC since 2009, has previously served as Board Chair of Information Services Corporation of Saskatchewan and has been a member of several Board committees.

Mr. Christiansen has owned and operated Décor Complete Ltd., a retail flooring business in Swift Current, for more than 30 years.

Within his local community, Mr. Christiansen is a founding member and current President of the Colts Football Alumni and Booster Club and a founding member of the Swift Current Minor Football Association.

Mr. Christiansen was named as one of Saskatchewan’s ‘‘Men of Influence’’ by SaskBusiness magazine in 2012.

Voting Results, Membership and Attendance

2019 Voting Results
n/a – Appointed by the Lieutenant Governor in Council of the Province of Saskatchewan
Board & Committee Membership 2018 Attendance %
Board of Directors 11/11 100
Governance & Nominating Committee * 5/5 100
Compensation Committee 8/8 100
Overall Attendance 24/24 100
* Mr. Christiansen ceased to be a member of the Governance and Nominating Committee on May 16, 2018.

Securities Held

Includes all deferred share units held as of April 10, 2019, without regard to vesting, including deferred share units issued as dividend equivalents.

Class A Shares 0
Deferred Share Units 8,761

Other Current Board Memberships

n/a

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Doug Emsley, Board Vice-Chair & Compensation Committee Chair

X

MBA

Regina, SK

Independent Director - Since 2013

Chairman & CEO, Input Capital Corp.

Key Skills:

  • Board experience
  • Senior executive/strategic leadership
  • Public company leadership & compliance
  • Financial knowledge
  • Managing/leading growth
  • Business management
  • Human resources
  • Corporate governance
  • Risk management
  • Investment banking/mergers & acquisitions
  • Government relations & service delivery

Biography

Mr. Emsley’s wide array of business and professional experience contributes to his role as Chair of the Compensation Committee as well as his membership on the ISC Board. Mr. Emsley is the President, Chief Executive Officer and Chairman of Input Capital Corp., the world’s first agricultural streaming corporation. Input Capital Corp. is a publicly traded company, which is listed on the Toronto Venture Exchange (“TSX.V”).

He is also the President of Emsley & Associates (2002) Inc., (which operates an executive business centre in downtown Regina), Chairman and CEO of Security Resource Group Inc. (a cyber security and physical security firm) and Sabre West Oil & Gas Ltd. (an oil and gas company).

Mr. Emsley is also the Chief Executive Officer and Chairman of Assiniboia Capital Corp., which previously managed Saskatchewan’s largest farmland portfolio.

Mr. Emsley’s previous board experience includes directorship with the Public Policy Forum, Saskatchewan Roughriders Football Club and several years on the board of the Bank of Canada.

Voting Results, Membership and Attendance

2019 Voting Results
n/a – Appointed by the Lieutenant Governor in Council of the Province of Saskatchewan
Board & Committee Membership 2018 Attendance %
Board of Directors 11/11 100
Compensation Committee Chair 8/8 100
Overall Attendance 19/19 100

Securities Held

Includes all deferred share units held as of April 10, 2019, without regard to vesting, including deferred share units issued as dividend equivalents.

Class A Shares 2,950
Deferred Share Units 8,761

Other Current Board Memberships

  • Chairman and CEO, SRG Security Resource Group Inc.
  • Director, Greenfield Carbon Offsetters Inc.
  • Director & Chair, Input Capital Corp.
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Tony Guglielmin, Audit Committee Chair

X

MBA, BA(Econ), CFA

Vancouver, BC

Independent Director - Since 2013

VP & CFO, Ballard Power Systems Inc.

Key Skills:

  • Board experience
  • Senior executive/strategic leadership
  • Public company leadership & compliance
  • Financial knowledge
  • Managing/leading growth
  • Business management
  • Corporate governance
  • Risk management
  • Investment banking/mergers & acquisitions
  • Legal
  • Information technology
  • International business

Biography

Mr. Guglielmin has a strong financial background, including roles in treasury, investor relations, corporate development and strategic planning, which supports his role as Chair of ISC’s Audit Committee. He is the Vice-President and Chief Financial Officer of Ballard Power Systems Inc.; a position he has held since 2010. Previously, Mr. Guglielmin served as Senior Vice-President and Chief Financial Officer of the public-private partnership Canada Line Rapid Transit Inc., a rapid transit project connecting the Vancouver International Airport, the City of Richmond and downtown Vancouver.

Prior to joining Canada Line Rapid Transit Inc., Mr. Guglielmin held senior management roles at Finning International Inc. in Vancouver, was Corporate Treasurer of BC Hydro, and held various management positions with The Bank of Nova Scotia in Toronto.

Mr. Guglielmin belongs to a number of professional organizations, including Financial Executives International (Canada) and the Association of Investment Management and Research.

Voting Results, Membership and Attendance

2019 Voting Results
99.89% votes for
0.11% votes withheld
Board & Committee Membership 2018 Attendance %
Board of Directors 10/11 91
Audit Committee Chair 12/12 100
Overall Attendance 22/23 96

Securities Held

Includes all deferred share units held as of April 10, 2019, without regard to vesting, including deferred share units issued as dividend equivalents.

Class A Shares 7,500
Deferred Share Units 8,761
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Scott Musgrave, Audit Committee Member

X

MBA, B.Mgmt., BEd

Lloydminster, AB

Independent Director - Since 2010

Executive and Businessman

Key Skills:

  • Board experience
  • Senior executive/strategic leadership
  • Financial knowledge
  • Managing/leading growth
  • Business management
  • Human resources
  • Risk management
  • Investment banking/mergers & acquisitions
  • Information services industry
  • Information technology

Biography

Mr. Musgrave strengthens both ISC’s Board and Audit Committee with his extensive business management experience. He is an executive and shareholder within the Musgrave group of companies, primarily a real estate and development company.

In addition to this core business, the Musgrave group of companies has ownership and provides managerial involvement for a diversified group of businesses ranging from the hotel and hospitality industry to the oilfield.

Voting Results, Membership and Attendance

2019 Voting Results
99.89% votes for
0.11% votes withheld
Board & Committee Membership 2018 Attendance %
Board of Directors 11/11 100
Audit Committee 12/12 100
Overall Attendance 23/23 100

Securities Held

Includes all deferred share units held as of April 10, 2019, without regard to vesting, including deferred share units issued as dividend equivalents.

Class A Shares 10,287
Deferred Share Units 8,761
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Iraj Pourian, Governance & Nominating Committee Member

X

M.Sc.

Vancouver, BC

Independent Director - Since 2016

Management Consultant, Adjunct Professor and Corporate Director

Key Skills:

  • Board experience
  • Senior executive/strategic leadership
  • Public company leadership & compliance
  • Managing/leading growth
  • Business management
  • Human resources
  • Corporate governance
  • Risk management
  • Government relations & service delivery
  • Information services industry
  • Information technology
  • International business

Biography

Mr. Pourian’s background in consulting, information management and information technology spans over 30 years and includes significant experience in strategic planning, contract management, program management, business transformation, change management and organizational design.

Mr. Pourian has owned and operated Pourian Consulting Inc. since 2008. He is the former President and CEO of Sierra Systems Inc. He has been involved in mergers and acquisitions, working closely with board of directors and investment advisors.

He has direct working experience in complex business development and delivery of large complex capital investment initiatives. He provides executive leadership for complete organizational and business transformation strategies with particular emphasis on value creation. His business advisory and management consulting industry experience spans government, manufacturing, banking, service and retail industries.

Mr. Pourian has been an adjunct professor at the University of Victoria, teaching within the MBA Program. He holds a Master of Science degree, majoring in Management Information Systems, from Sheffield City University, U.K.

Voting Results, Membership and Attendance

2019 Voting Results
99.76% votes for
0.24% votes withheld
Board & Committee Membership 2018 Attendance %
Board of Directors 10/11 91
Compensation Committee* 4/4 100
Governance and Nominating Committee* 2/2 100
Overall Attendance 16/17 94
*Mr. Pourian ceased to be a member of the Compensation Committee and was named to the Governance and Nominating Committee on May 16, 2018.

Securities Held

Includes all deferred share units held as of April 10, 2019, without regard to vesting, including deferred share units issued as dividend equivalents.

Class A Shares 0
Deferred Share Units 4,952
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Laurie Powers, Compensation Committee Member

X

CPA, CA, BComm, ICD.D

Regina, SK

Independent Director - Since 2018

President and CEO, Canterra Capital Corp.

Key Skills:

  • Board experience
  • Senior executive/strategic leadership
  • Financial knowledge
  • Managing/leading growth
  • Business management
  • Human resources
  • Corporate governance
  • Risk management
  • Investment banking/mergers & acquisitions

Biography

Ms. Powers expands the range of financial competencies on the ISC Board and Compensation Committee. She is a seasoned financial executive with over 25 years of experience in the private sector as well as with Saskatchewan Crown corporations. Ms. Powers is currently the President and Chief Executive Officer of Canterra Capital Corp., managing a diversified portfolio consisting of 175,000 acres of farmland on behalf of the CPP Investment Board.

Previous positions include the Senior Portfolio Manager of Assiniboia Capital Corp., Vice-President, Private Investments at Harvard Developments Inc., Chief Financial Officer at Victoria Park Capital Inc., Chief Financial Officer at Investment Saskatchewan, and Chief Financial Officer of Information Services Corporation of Saskatchewan.

Ms. Powers holds a Bachelor of Commerce degree from the University of Saskatchewan and has her CPA, CA designation. She has been awarded her ICD.D designation by the Institute of Corporate Directors.

Voting Results, Membership and Attendance

2019 Voting Results
98.61% votes for
1.39% votes withheld
Board & Committee Membership 2018 Attendance %
Board of Directors* 6/6 100
Compensation Committee* 4/4 100
Overall Attendance 10/10 100
*Ms. Powers was elected to the Board and appointed to the Compensation Committee on May 16, 2018.

Securities Held

Includes all deferred share units held as of April 10, 2019, without regard to vesting, including deferred share units issued as dividend equivalents.

Class A Shares 0
Deferred Share Units 1,684

Other Current Board Memberships

  • Director, Peace Hills Insurance
  • Director, Canterra GP Ltd.
  • Director, CPPIB 013113, LLC
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Heather Ross, Governance & Nominating Committee Member

X

BComm (Honours)

Toronto, ON

Independent Director - Since 2018

Retired from TD Bank Group

Key Skills:

  • Board experience
  • Senior executive/strategic leadership
  • Public company leadership & compliance
  • Financial knowledge
  • Managing/leading growth
  • Business management
  • Risk management
  • Investment banking/mergers & acquisitions
  • Information technology

Biography

Ms. Ross brings a broad range of functional experiences to the ISC Board, with competencies in strategy and execution of key mandates, innovation and technology, and risk management.

She is a retired senior executive from TD Bank Group. Throughout her tenure at TD, she held a number of positions including, most recently, Senior Vice-President of Personal Banking Operations at TD Canada Trust. Previously she held the positions of Chief Information Officer (CIO), and Senior Vice-President of Retail Transformation.

Prior to joining TD Bank Group, Ms. Ross ran Lenovo Canada Ltd., prior to which she held various senior roles with IBM Corporation.

Voting Results, Membership and Attendance

2019 Voting Results
99.80% votes for
0.20% votes withheld
Board & Committee Membership 2018 Attendance %
Board of Directors* 6/6 100
Governance and Nominating Committee* 2/2 100
Overall Attendance 8/8 100
*Ms. Ross was elected to the Board and appointed to the Governance and Nominating Committee on May 16, 2018.

Securities Held

Includes all deferred share units held as of April 10, 2019, without regard to vesting, including deferred share units issued as dividend equivalents.

Class A Shares 0
Deferred Share Units 1,684

Other Current Board Memberships

  • Chair, Compensation, Governance & Nominating Committee and Member, Audit Committee, Stelco Holdings Inc.
  • Member, Conduct Review and Human Resources Committee and Member, Nomination and Governance Committee, RSA Canada
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Dion E. Tchorzewski, Governance & Nominating Committee Chair

X

LL.B, BA, ICD.D

Regina, SK

Independent Director - Since 2013

Lawyer

Key Skills:

  • Board experience
  • Senior executive/strategic leadership
  • Managing/leading growth
  • Business management
  • Corporate governance
  • Investment banking/mergers & acquisitions
  • Legal
  • Government relations & service delivery
  • Information services industry
  • International business

Biography

Mr. Tchorzewski brings his legal expertise to his role as Chair, Governance and Nominating Committee and to the ISC Board. He has practised law in Saskatchewan and internationally for more than 25 years and is a partner in the Regina office of McDougall Gauley LLP. Mr. Tchorzewski’s practice includes working with local, national and international businesses in the areas of corporate governance, real estate, secured lending and information technology.

Mr. Tchorzewski has experience providing legal services to Saskatchewan’s Crown corporations, including Saskatchewan Gaming Corporation. Mr. Tchorzewski’s international experience includes private practice with the firm ASAR, during which he advised local and international business clients operating in the State of Kuwait.

Mr. Tchorzewski is a member of the Law Society of Saskatchewan and the Canadian Bar Association. In 2017, Mr. Tchorzewski successfully completed the Director Education Program through the Rotman School of Management (University of Toronto), Edwards School of Business (University of Saskatchewan) and Levene Graduate School of Business (University of Regina) and was awarded his ICD.D designation by the Institute of Corporate Directors.

Voting Results, Membership and Attendance

2019 Voting Results
99.89% votes for
0.11% votes withheld
Board & Committee Membership 2018 Attendance %
Board of Directors 11/11 100
Governance and Nominating Committee Chair 7/7 100
Overall Attendance 18/18 100

Securities Held

Includes all deferred share units held as of April 10, 2019, without regard to vesting, including deferred share units issued as dividend equivalents.

Class A Shares 2,305
Deferred Share Units 8,761

Other Current Board Memberships

  • Board Chair, Regina Pats Community Foundation Inc.
  • Board Member, Association of United Ukrainian Canadians (Regina)

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