Port Governance (or the Lack Thereof)

Governance is the process whereby societies or organizations make important decisions, determine whom they involve and how they render account.—Institute on Governance

Harbor in Winter

Sydney’s ice-free port.

At the 17 February 2015 meeting of the CBRM Regional Council, Marlene Usher (in her new capacity as CEO of the Port of Sydney Development Corporation) and Jim Gogan of The Breton Law Group presented a “port governance report” which included the Articles of Association for the organization Usher had already been chosen to head.

According to the introduction to that report, their “involvement with the establishment of a new corporate entity mandated with the broad economic development of the Sydney Harbour and surrounding municipally owned lands” dated “to mid year 2014.”

So why, when and on what terms were Usher and Gogan assigned the port governance file?”

I have no idea.

I can’t find any public record of this decision, which must mean it was made during one of the 14 in camera meetings (see attached list) held between January and June 2014 as part of the CBRM Council’s First Annual Festival of Secrecy.

But the real question—much bigger than “Why Gogan and Usher?”—is “Why another port governance report?”

Did the Councillors forget that Enterprise Cape Breton Corporation had provided the Sydney Marine Group with $1 million to do a port governance report in 2009? Weren’t most of the same Councillors in office when that report was submitted in 2011? What’s the point of being on Council for 890,000 years if you don’t remember anything that happened? (Have I told you my thoughts on term limits?)

And even if Council had forgotten a $1 million government-funded port governance report that took 18 months to complete (and which I’ve attached below), shouldn’t Usher have remembered it? Not only was she second in command at ECBC when the funding was approved, she represented ECBC on the Governance Working Group that conducted the study.

Surely, when Council suggested that she and Gogan undertake a port governance report, she would have said, “Why, I happen to have a 59-page port governance report right here! I found it while I was cleaning out John Lynn’s desk.”

Instead, and on what terms I do not know, she agreed to work with Gogan on a brand new governance report—and apparently, they didn’t even read the old one. Here’s how they described their research process to Council:

In the course of providing advice and guidance on the appropriate corporate structure, we reviewed numerous examples of similar operations across Canada, including Canada Port Authority models, private harbour operations, provincial control Crown Corporation models, municipal operations and private harbours. Based upon these existing structures, and adopting best practices, we have proposed, what we believe to be, the optimal corporate model and related governance structure.

Just Usher and Gogan, talking amongst themselves, looking at other models, maybe watching old episodes of “The Beachcombers” and coming to the conclusion that the optimal port governance model was one in which Usher was chosen to serve as CEO at an annual salary of $200,000 before Council had created the corporation she was heading or the board that was supposed to appoint her and set her salary. (I think it’s called the “Through the Looking Glass” model.)

Contrast that with the method employed by the SMG group, who seem to have been running around town cornering everyone the could find to talk about port governance:

The recommendations were presented at the 2009 Sydney Ports Day gathering. Media briefings and Port related presentations invariably contained references to the planned structure. This precipitated additional public commentary and comment. The Province of Nova Scotia (TIR), Membertou, Nova Scotia Community College, New Dawn Enterprises, the Sydney & Area Chamber of Commerce and staff of CBRM were consulted directly. In March 2011 an Executive Summary of the Draft Report and a governance activities progress update was prepared by the [Governance Working Group] (hereafter the Executive Summary) and was then circulated by ECBC to a number of important business, government and community groups under the title ‘Transportation Corporation, Post Dredge Governance and Operations’. The Executive Summary was further circulated by the Sydney and Area Chamber of Commerce and the Cape Breton Partnership to their respective memberships. It is estimated that approximately 1500 people received the document by one means or another. Elected CBRM leadership have been briefed on the recommendations with the understanding that formal presentation of the Final Report will be made to CBRM once approved by [Sydney Ports Corporation].

All that work to produce a report and Usher and Gogan, according to their own account of their research process, didn’t even read it.

Nor, it seems, did they read the governance recommendations in Neil MacNeil’s $103,000 report (attached below) which was submitted in July 2014 (“mid year 2014”) and was surely made available to them (unless they, like the CBRM Council, had to wait seven months to see it).

So, why ignore all this expensive, completed research?

Maybe because nowhere in any of it does it say, “Write good rules governing the composition of the board of directors. Add a ‘nothwithstanding clause.’ Appoint a board that violates all the rules you just wrote. Let them run the corporation indefinitely.”

Maybe because both the MacNeil and the SMG report go on at length about “harbor dues” and why the CBRM needs to be allowed to collect them. This is tied to the question of ownership of the harbor bed, an issue so crucial to the future of the Port of Sydney we’re not even talking about it anymore. In fact, the last we heard of it, the negotiations (in which Jim Gogan represents the CBRM) had stalled over an aboriginal land claim to the harbor and most of the surrounding land. That was in October 2014; if there’s been any progress since, I haven’t heard about it.

I guess we just have to trust that Council knows why a new port governance study was necessary, and why an interim board made up of elected officials is actually okay, and how the harbor dues situation is going to be resolved. One day, if we ask nicely, maybe Council will even tell us.


This article first appeared on goCapeBreton.com