It’s often said that the benefits of a diverse board show up in the quality of its decision-making and in the range of opinions expressed in coming to consensus on different issues. What that looks and sounds like at the individual director level comes clear in the following interview with director and former financial executive Ani Hotoyan-Joly. In conversation with governance and leadership adviser David Anderson, Hotoyan-Joly outlines the unique experiences and lessons that marked her education and upbringing, the values imparted, and how they’ve informed both the route she’s taken in becoming a director and the mindset she brings to the job. At one point, Hotoyan-Joly notes, “Sometimes you need to say something when that something is the one thing no one wants to say.” It’s a truthful comment and a character trait that every board needs in abundance around the table.
David Anderson Beginnings and endings have special significance. The origin story of your family shaped your worldview and continues to motivate you. How has this affected your directorship?
Ani Hotoyan-Joly I was born in Aleppo, Syria, my grandparents having moved there as a result of the Armenian genocide. In 1975, my family immigrated to Canada when my dad realized there was no future for us in Aleppo. Where would I be today otherwise? Probably one of the refugees we are helping today. Coming here I was free to get a fantastic education, follow my curiosity and say, “Yes,” to opportunities. I am the first person in my family to graduate from university. I am educated because of the sacrifices of my parents and my brother and the positive influence of great teachers like Mrs. Lister who, when I was 16, made me like accounting so much I chose the accounting profession.
So I go out of my way to help others learn, to speak up for others and to give them chances to succeed. I take my role as a director very seriously, spending a great deal of time listening and learning so I can live up to the great responsibility boards have to lead. Looking back at where I came from, I think I see why I like to be a spokesperson, to work hard to have a credible voice and to represent the interests of others.
David Anderson Organizational culture is often affected by the values directors bring to the table. What’s important to you that you try to influence in organizations?
Ani Hotoyan-Joly I work hard at maintaining a balanced life, centred on community, career, culture and connections. These “four Cs” have kept me grounded. When I participate on a board, these four Cs encourage me to advocate for mentorship and the development of leaders. They give me courage to talk about values in business and to respect the process of governance that builds credibility into decisions and the work of our people. That grounding allows me to speak my mind even when others seem not to welcome my views. Sometimes you need to say something when that something is the one thing no one wants to say.
David Anderson Given your education as a CA and CPA, and your executive experience as VP finance at Zurich Canada and CFO at Swiss Re Canada, the move to an executive HR role at Coventree Inc. might not seem intuitive. How did that happen?
Ani Hotoyan-Joly It’s actually a pattern for me, in that I made several career choices without having all of the requirements in the job description. Moving from Deloitte to Zurich to become a tax manager, I knew nothing about insurance tax or insurance companies. I just knew that I would learn and excel. I brought that attitude to Swiss Re, not knowing a lot about reinsurance. Finally to Coventree, where I was asked to build the HR group when I knew next to nothing about HR. I immersed myself in everything HR and helped build a wonderful team. Across these companies and at every level, I was given the opportunity to do something new, to learn and be part of something amazing. Facing opportunity and challenge, I say, “Yes.” Curiosity, flexibility and persistence pay off.
David Anderson When did you first imagine yourself to be a director?
Ani Hotoyan-Joly At Zurich as corporate secretary I attended board meetings and helped with board administration. James Fleck, Giles Meikle and other board members were masterful. At Swiss Re, as the CFO of the P&C company, I answered to the board on financial matters. I admired one director’s contribution and thought maybe I will be like her one day.
David Anderson Once you saw the opportunity of directorship, how did you navigate from the executive suite to the boardroom?
Ani Hotoyan-Joly I found a way to contribute my knowledge of both finance and governance, gained as an executive, to boards in the not-for-profit sector, aiding two organizations that mean a great deal to me. To help women become represented in positions of decision-making authority and exercise our leadership well, I became treasurer of the Toronto Chapter and then national treasurer of the International Women’s Forum Canada. Focusing within my Armenian community, on the common goal of education, I became treasurer and then chair of ARS Armenian Private School’s board of trustees, the largest Armenian-Canadian trilingual and bicultural day school in Ontario.
Almost a decade of service to these not-for-profits, and my current board involvement with the Armenian Relief Society Roubina – Toronto Chapter, shaped me. I loved seeing evidence that I was making a difference, helping to move the board agenda forward and being appreciated for it. The commitment in time and energy to be effective as a director is enormous. Given the importance of board work, I formed the view that if you can’t be fully engaged, you shouldn’t take up a seat at the table. These positive experiences convinced me to make directorship my next career goal.
David Anderson More and more executives and directors on not-for-profit boards express a desire, as you did, to join a corporate board. How did you make that happen?
Ani Hotoyan-Joly While at Coventree, some colleagues took the Institute of Corporate Directors’ (ICD) director education program. I saw that this provided the best opportunity for me to prepare to use my skills on boards. I took the ICD course and through ICD’s director register, I got connected to Echelon Financial Holdings. I benefited from several factors in being nominated and elected, beyond the director training and registry. My industry experience in financial services, my education and executive experience in finance and accounting, my initiative to go for yet another learning opportunity, and being a woman all helped get me the interview. But being the right person on paper gets tested quickly at the interview, showing you can do the job, and then, in fact, once on the board. Building trust and rapport early helped establish meaningful connections.
David Anderson For many years, a comply-or-explain approach was seen as the best way to increase the representation of women on boards of public companies. Of late, this has lost favour to a mandated approach of quotas. What do you advocate?
Ani Hotoyan-Joly The rationale for diversity is well known. Business has moved too slowly and a quota for public companies is justified. There are real reasons and there are excuses—sometimes one and the same—such as a low percentage of female executives in some industries. You don’t have to be in mining to be on a mining board. You need business experience and judgment. For a board to be effective, business, industry and governance expertise are required.
Organizations need to accept there is a problem and find solutions that are intentional and comprehensive. Any new director, regardless of gender, who is without industry knowledge needs to take courses and get up to speed. How boards work has to change, too, so that discussion is elevated to a governance level. There’s no question this path is harder, but it’s how we will bring the best out of each other.
David Anderson Have you experienced being appointed a director in part because of your gender, not just your intellect, skill and experience?
Ani Hotoyan-Joly When a woman gets appointed to a board, she has to prove she’s the right person no matter what. If you fail you’re letting everyone down. I feel this pressure to work hard and prove myself.
Women have been held down for a long time, so there is strong motivation for change. As a mother of two sons, though, I worry about them: what about their career progression? We talk about women all the time and we assume men take care of themselves. I think we risk leaving a lot of people behind. I think that as women get on boards we need to take on board leadership roles. We will learn and as we do, we need to be role models to others, young women and men, who can see themselves in us.
David Anderson Sharing your experience and even your love of learning are things you emphasize in your life. How are you doing these things at this stage?
Ani Hotoyan-Joly I grew up in a family where volunteering was a way of life. You lose something of yourself when you stop giving back. I do a lot of mentoring of younger women to help them unbundle their thought process as they consider their personal and professional lives. Younger women need to see women being successful. Of course this is true of young men, too. With directors and prospective directors, I take time to share my views and give encouragement. Recently I served as director-in-residence at an ICD human resources and compensation committee seminar. I take these things very seriously and prepare for a long time.
David Anderson Based on your experience with boards both as an executive and director, what are some of the lessons you share with others?
Ani Hotoyan-Joly There are seven lessons I like to share. I think my observations are general enough to be recognizable to many directors, so we have to ask ourselves why they recur with such frequency across all contexts.
First, understand your business or don’t be in it. This is particularly true when overseeing a business at distance—geographically and culturally. Distance equals risk. When things go south, it eats up everyone’s time, ties up capital, puts value in jeopardy and constrains options in your core business.
Second, be wary of fast success. When you put too much credence in early, fast wins, it diminishes your appetite for oversight. We can be driven by greed and lulled into focusing on the wrong metrics. If trouble comes, you will get caught out just as fast.
Third, don’t tolerate executives who disrespect the board. Sometimes executives do bad things, lying, self-dealing and disregarding requests and direction from directors. Have good talent management and business metrics to understand performance—and act firmly.
Fourth, don’t fear the “indispensable” executive. When a board thinks it is dependent on one person for specialized business judgment, contacts or sales, it is trapped. Boards become weak, hijacked by their sense of risk and lack of knowledge. Then you’re operating on blind faith, unable to provide real oversight. “Trust” is not a strategy.
Fifth, resist directors with an agenda. Agendas distort board dynamics and come in many forms, from an overbearing director who sucks up the oxygen and closes others down, to a large shareholder telling you what they want, implicitly letting you know your seat is on the line, to chairs who manipulate consensus with side deals, framing issues as if everybody already agrees. It feels like you don’t have a choice when the board is moving in particular direction or when the board de facto delegates decisions to one director who claims insight. You do have a choice, and others likely share your concern.
Sixth, board education is essential. Individuals must take control of their learning and push themselves to study, or be left behind. Remain current or leave. For the board as a whole, site visits are a must, to meet people on the ground—customers and employees—to understand where they go, what they do and why.
Finally, refuse to let expediency rule decisions. We say we respect process but we throw it out when we see the outcome we want. Structure and process can’t guard against ill-intentioned, poorly informed or lazy directors. However, there is no substitute for the hard work of creating and sustaining good governance structure and process—from recruiting to strategy to decision-making. It’s a hard-to-avoid trap: justifying a one-off action because you see the result you want and know you can get it. This thinking ignores the longer-term implications of getting used to taking short cuts. Over time, it leads to a loss of discipline, focus, accountability, integrity and performance.
In the end, I only ask others to do what I do myself—take positive steps within my circle of control, look for ways to contribute, and say yes to opportunities when you can manage the risks.
David W. Anderson, MBA, PhD, ICD.D is president of The Anderson Governance Group in Toronto, an independent advisory firm dedicated to assisting boards and management teams enhance leadership performance. He advises directors, executives, investors and regulators based on his international research and practice. E-mail: email@example.com. Web: www.taggra.com.
Photography: Jeff Kirk