Mayor Cecil Clarke 1: Governance 0

We’ve been hearing a lot about the rules of international business lately—much of it from a career politician who has never worked in the private sector.

Do you know what’s big in the world of international business since Enron? Madoff? The 2008 financial crisis?


I’ll let those anti-development, bleeding heart, pudding heads at the International Finance Corporation (IFC) explain why:

Corporate governance is defined as the structures and processes by which companies are directed and controlled.

Good corporate governance helps companies operate more efficiently, improve access to capital, mitigate risk, and safeguard against mismanagement. It makes companies more accountable and transparent to investors and gives them the tools to respond to stakeholder concerns.

Corporate governance also contributes to development. Increased access to capital encourages new investments, boosts economic growth, and provides employment opportunities.

Do you know what’s completely lacking in the Port of Sydney Development Corporation?


After the shenanigans at council this week, I’d all but given up hope on the governance front, but literally as I’m typing this, I’m listening to Sydney-Victoria MP Mark Eyking on CBC Cape Breton Information Morning saying the federal government will pony up one-third of the cost of a second cruise ship berth once the CBRM has put a permanent port board in place.


And not a moment too soon.


Port of Sydney Development Corporation AGM, 15 December 2016.

Port of Sydney Development Corporation AGM, 15 December 2016.


Interim Doesn’t Mean Forever

At last week’s Port AGM, interim board chair and CBRM CAO Michael Merritt told attendees that the interim board, in place for 20 months now, is about to begin the process of “vetting” candidates for the permanent board. What they have been doing for the past 20 months instead of vetting candidates for the permanent board remains a mystery. (Although in the case of at least one board member, District 9 Councilor George MacDonald, I can tell you what he has not been doing — he has not been learning anything about the port. He’s said so on the record. Twice.)

To refresh your memory: the Articles of Association of the Port of Sydney bar elected officials and municipal employees from sitting on the port board. Instead, they call for an independent board made up of representatives of the community, each of whom brings some necessary expertise to the table. Through the magic of a “notwithstanding” clause, however, the port is currently run by an interim board (in place since 1 April 2015) made up of Mayor Cecil Clarke, Councilors George MacDonald, Clarence Prince and Jim MacLeod and chaired by CBRM CAO Michael Merritt.

During last Thursday’s AGM, Merritt attempted to appoint another councilor to the interim board to replace former District 8 Councilor Kevin Saccary who lost his seat in last October’s elections. The councilors, who are the “members” of the Port of Sydney Development Corporation, declined to do so, calling instead for Merritt to get cracking on appointing the permanent board.

Merritt shows little appetite to get cracking: he hopes they can have the real board in place by April 2017.

It’s worth noting that during the board’s 23 June 2015 meeting, Port of Sydney CEO Marlene Usher “stated she will be coming back with a process and a guide to attract new members to the Board.” Sadly, she didn’t say when she’d be returning with that process and that guide, and no one pressed her on it. Instead, they moved on to more important issues, like the mayor’s suggestion that the current board should go on a “retreat.”

During the December 14 information session at the Joan Harriss Cruise Pavilion, Clarke actually singled out Merritt for praise, suggesting our CAO was going above and beyond the call of duty by chairing the port board.

Indeed, he is going far beyond his duties — that’s precisely the problem. Elected officials and municipal employees are specifically barred from sitting on the port board, but we’re so far removed from any idea of governance, we’re thanking city officials for their fine work in obstructing the installation of a permanent, legitimate, community board.

And that wasn’t even the most surreal port board-related moment of recent weeks, the award for which goes to Jim Gogan, port solicitor, energy law specialist, Knight of Malta — seriously, does anyone know why Jim Gogan is so deeply implicated in the port project? In response to a question from District 6 Councilor Ray Paruch at the AGM as to why the interim port board was still in place, Gogan read aloud from the Port of Sydney Articles of Association which he himself wrote:

5.24 The Interim Directors shall hold office from the date of incorporation until such time as the requisite Directors have been established in accordance with Article 5.05 herein, and on staggered terms as enumerated in Article 5.06. As the requisite Directors are appointed in accordance with Article 5.05 herein, the Interim Directors shall proportionately resign.

Got that, everybody? The interim board can stay on indefinitely because that’s what Sir Jim of Gogan wrote.



Barry Sheehy and Albert Barbusci (late of Harbor Port Development Partners, now of Sydney Harbour Investment Partners which Mayor Clarke says is their “trade name” but is actually their legal corporate name — welcome to the post-truth world) are always wagging their fingers and issuing dire warnings to anyone critical of their activities that such “negativity” will drive off potential investors and partners.

But what about the Port of Sydney’s complete absence of corporate governance? Mightn’t that scare off a reputable company? Wouldn’t the “pension funds” Barbusci says he has “identified” as potential investors (whatever that means) be sticklers for governance? Is it really a surprise that the Treasury Board of Canada might be a stickler for corporate governance? Apparently so, to some of us.

Mayor Cecil Clarke’s response to the feds’ demand for a proper port board, trumpeted from the front page of the Cape Breton Post on December 21, was:

To bring in governance and to talk about an independent board — well, the timing was rather suspicious to me.

Really? Twenty months after the “interim” board was established seems to me like high time to be talking about an independent board (although I’m going on record right now saying we need to be sure the board is truly independent and not simply stacked with people ready to carry the mayor’s water).

As for talking about governance, when could that ever be “suspicious?” It’s refusing to talk about governance that’s suspicious.

Ask anyone in the international business community.