In our Shaping the Future With… series, we explore the perspectives of directors redefining governance for a world that won’t sit still. In this conversation, Watson Partner Rachel O’Connor sits down with Jill Gardiner, a seasoned director and board chair, to talk trust, strategy in an age of uncertainty, and CEO transitions and relationships done well.

Also: Advice to the CEOs, the nuances of noses in, fingers out; and a perfect lemon risotto on the Amalfi Coast.

Rachel O’Connor: We always start with the same question. How do you define good governance?

Jill Gardiner: For me, it’s less a definition and more about the ingredients that make it work.

First and foremost,  it’s mutual trust, respect, and transparency between the board and management. Without that, you’re not going to get effective governance.  With it, you have a foundation from which directors can support, challenge and advise  the executive team – and each other – knowing when to lean in and when to listen.

Good governance also means consideration of all stakeholders, not just shareholders. And these days, board meetings really need to emphasize strategy without losing sight of reporting and compliance.

Resilience, agility and courage will take you to the next level. The world’s changing constantly, and things happen that you just can’t predict. The ability of a board to respond calmly and effectively really comes back to that same foundation of trust and respect.

First and foremost,  it’s mutual trust, respect, and transparency between the board and management. Without that, you’re not going to get effective governance.

ROC: I like how you describe it as ingredients that build on each other. Are there some of those you’ve seen really evolve, even just in the past couple of years?

JG: Oh, absolutely. I think the pace of change itself has really shifted things. There are so many external forces affecting companies right now – geopolitical, technological, environmental – and it’s forcing boards to spend more time on strategic matters.

Scenario planning has become a much bigger part of that. It’s not about predicting a single future, it’s about being ready for several potential environments. On one of my boards, for example, we talk about how electricity demand is being driven by AI, EVs, and electrification in general. But what if the market doesn’t unfold the way we expect? What if AI demand turns out to be a flop? What does that mean for our business model?

It’s not about cranking out financial spreadsheets; it’s about talking through how we’d think about it, what our options are and how we’d prepare ourselves to respond if needed. That kind of conversation builds agility.

ROC: That connects well to your point about trust. If the board and management trust each other, you can have those “what if” conversations without getting defensive.

JG: Exactly. And when that trust is there, it keeps everyone calm when something does go sideways. On one board, we were doing a deal that needed access to the equity markets, and then a geopolitical shock hit. Suddenly, new offerings were off the table.

Our CEO was only two years in, but we’d built real trust by then. He kept me closely informed, and the board stayed calm.

We focused on the long-term strategy, adjusted timing, and waited for the window to reopen. That’s resilience in practice: trust, calm, and staying focused on where you’re going.

ROC: Let’s talk about that old saying “noses in, fingers out.” Do you still think it holds up?

JG: I do. With a bit of nuance. I once heard someone say the board’s most important job is to hire the CEO and then get out of the way. I think that takes it too far.

The board’s value is in seeing the big picture. You bring your expertise, but you always ask: what does this mean for the organization as a whole? That’s where our advice belongs. If you start getting too deep into the tactics or the execution, you’ll lose your CEO’s trust.

Now, in a crisis or a project that’s gone off the rails, you might have to dig in more closely – that’s part of the job too. But as a rule, noses in, fingers out still applies.

The board’s value is in seeing the big picture. You bring your expertise, but you always ask: what does this mean for the organization as a whole? That’s where our advice belongs

ROC: With CEO tenures getting shorter, more boards are going through transitions more often. What makes the difference between a smooth transition and a rough one?

JG: It starts with intentional succession planning and talent development. Most good boards do an annual deep dive on the talent pipeline and step it up as a transition gets closer.

You need a clear succession chart – who’s the emergency successor, who’s ready in three years, who’s five to seven years out – not just for the CEO, but across the executive team.

Then you need independent data. Third-party “CEO-ready” assessments are invaluable because they give you an objective view and help identify development needs.

If you don’t have a strong internal candidate, be deliberate about how you’re going to build one. But even if you do, run a proper search with an external market check. Have a search committee, a professional search firm (this is not the place to cut corners), and I’d also say a PR firm. Launching a CEO well, inside and out, is part of the job.

Most importantly, get alignment on what kind of CEO you need for where the company’s headed. The job description will evolve, but the board should agree on the top two or three things that really matter.

And I’d add one more thing: ongoing coaching for the CEO, ideally with someone who also works with the Chair. It creates a shared language, helps keep things aligned, and gives the CEO a safe place to think things through.

ROC: Once that new CEO is in the role, how do they build the right relationship with the board from the start? What is your advice to them?

JG: Treat the board as a strategic partner, not a nuisance. That’s number one. In those first six months, you’re stretched thin, but it’s worth taking time to get to know directors one-on-one. Call them up. Say, “Can I run something by you?” Don’t wait for a formal dinner or retreat. After that first year, try to build a rhythm of regular check-ins so those relationships stay active.

And then, pace your change. Early wins are great, but every organization has a limit to how much change it can absorb. When you do make change, respect what came before. Say, “This is what got us here; now we need to pivot to get there.” That’s a much better frame than “I’m here to fix what’s broken.”

Treat the board as a strategic partner, not a nuisance.

ROC: Let’s talk about the Chair-CEO relationship. What makes it work in practice?

JG: Early on, there’s usually a lot of contact – two or three touchpoints a week isn’t unusual. You’re getting to know each other and building trust. Once things settle, I like a bi-weekly meeting where we both bring an agenda. Sometimes we start with mine, sometimes with the CEO’s. It sounds simple, but it keeps the conversation balanced.

Beyond that, ad hoc calls are important. “Call me anytime” should actually mean that. Over time, the CEO learns when to pick up the phone.

When it comes to board meetings, I like to have an agenda-setting session where we talk through what management needs from the board, what’s ready for a decision, what belongs in camera. After materials go up, we meet to fine-tune the flow. And I’ll do a short follow-up after the meeting for feedback.

One more thing: the CEO’s opening memo. It’s such a good tool. It tells directors what’s changed, what to focus on, and what management needs from the board. It helps make meetings much more productive and forward looking.

ROC: How do you handle feedback in those early months? When does a board start offering the harder feedback to a new CEO?

JG: You have to pace it. Early feedback should be measured. Boards are usually pretty good at reading the room and knowing when to push and when to let things settle.

I like to have a short in camera session at the start of the meeting to confirm priorities, and then another at the end for reflections. Chairs should also encourage directors to give feedback directly with the CEO present – not just save it all for the Chair to deliver later. That builds trust and accountability on all fronts.

ROC: We always like to end on a personal note, So let me ask – if you could only eat one dish for the rest of your life, what would it be?

JG: Lemon risotto with grilled shrimp. I’m a carbs person, so it gives me comfort, plus the protein, and that hit of lemon zest. It’s very Amalfi Coast – the first place I had it – and the setting made it unforgettable. One of those meals where you think, “I have to learn how to make this.” And then whenever you enjoy it, it brings you back to that special place.

Jill Gardiner is a professional corporate director. She spent over 20 years in the investment banking industry, most recently as Managing Director and Regional Head, British Columbia, for RBC Capital Markets. In her various roles in corporate finance, mergers and acquisitions, and debt capital markets she provided strategic advice to, and helped raise capital for, numerous corporations with a focus on the power, pipeline, infrastructure, forest products, and diversified industries. She served as Head of the Forest Products Group and Head of the Pipelines & Utilities Group. Jill was formerly Senior Project Manager at the Ontario Energy Board and a lecturer at the University of Victoria in corporate finance and human resource management.

Jill is currently Chair of the Board of Capital Power Corporation.  She is also a member of the board of directors of Hochschild Mining where she is Chair of the Remuneration Committee and serves on the Audit, and Nomination Committees and Chair of Tiernan Gold. She previously served as Chair of the Board of Trevali Mining Corporation, Chair of the Board of directors of Turquoise Hill Resources Ltd., and as a member of the Boards of Compass Minerals, Capstone Mining Corp., Parkbridge Lifestyle Communities Inc., Timber Investments Ltd., SilverBirch Hotels & Resorts LP, and a number of non-profit organizations, including ARC Foundation, the Banff Centre, the Vancouver Art Gallery, and the Southern Alberta Institute of Technology.

Jill holds a Bachelor of Science and a Master of Business Administration, both from Queen’s University.