In our Shaping the Future With… series, we highlight the voices of directors who are redefining what governance looks like today. In this edition, Watson Partner Rachel O’Connor speaks with Jo Mark Zurel – seasoned director, finance executive, and board chair – about why commitment matters more than talent, the role of curiosity, and what boards reveal in times of crisis.

Also: marathons, pain, and persistence.

Rachel O’Connor: We love to start with the same question every time: how do you define good governance?

Jo Mark Zurel: Good governance is a well-organized, talented, committed board and management team who are aligned on the organization’s mission and their role in pursuing it. Being well-organized means you can perform consistently over time. And I believe commitment is more important than talent. People who work hard and care about the organization’s mission will be there when things get tough.

Commitment is more important than talent. People who work hard and care about the organization’s mission will be there when things get tough.

ROC: You’ve both served on and reported to many boards. What stands out as a formative lesson?

JMZ: I’ve had the great pleasure of working with a huge variety of people, and everyone had something to teach. Early on as an executive, I worked for a very powerful founder-chairman with a board filled with his friends. That environment taught me patience and a long-term view – you must respect the needs of the controlling shareholder and can pursue good governance practices over time.

I’ve also learned the difference between great directors who genuinely care about the success of the management team and the company, and those who are there for the compensation and entertainment. The difference is huge. I’ve been fortunate to serve on boards with great chairs, including Annette Verschuren, Gail Cook-Bennett, Bob Astley, Heather Munroe-Blum, Doug Haughey and Dave Norris – all incredibly committed to the organizations they served. I’ll never have all the answers, but I frequently rely on the lessons I learned from them.

ROC: And what about when things go wrong?

JMZ: I was on the board of one organization that was established to make an important difference to our economy and the environment, and was very well run. The governance was excellent, and we had a great chair, but it was government-funded, and minor process issues caught political attention. Once politicians started pointing fingers, the organization (and the people it was established to support) suffered.

The learning for me was that doing a great job isn’t always enough. And I saw how directors reacted under pressure. Some stepped up to try to save the organization and support the management team. Others distanced themselves to protect their own reputations. Times of crisis separate the good directors from the bad.

ROC: If you were advising a director in that kind of situation, where something is going terribly wrong with an organization, how do you know whether to double down or step away?

JMZ: I think if there’s an ethical issue you absolutely can’t live with, and you have no ability to change, then you probably should leave. But my default is: if the organization is in crisis, that’s when it needs me most.

During the good times, our role as a board is narrower. But in crisis, that’s when we can really add value. Reputation-wise, would you rather be seen as the person who fought to save the organization, or the one who walked away?

If the organization is in crisis, that’s when it needs me most.

ROC: We’ve been talking about the level of commitment it takes to serve on a board – especially when an organization is in crisis – which can be a challenge for people who are in high-demand stages of their careers. There’s a debate about whether people can be too young or too busy to serve on boards. What’s your view?

JMZ: It’s harder than ever to be a director. You have to work hard to stay up to date, and you need the time to be able to bring it up a notch in a crisis or for major board work like CEO succession. If you’re a busy executive, I’d say just serve on one board, and make sure it’s in an industry you understand so you can contribute effectively from day one.

I sometimes hear younger people say they’re being overlooked because of age, but I think it’s really about experience. That doesn’t mean younger directors can’t contribute – they can, especially in tech or consumer companies where age diversity adds value. But you have to have the mindset and the ability to work as part of a team – and that goes for directors of any age.

ROC: You mentioned mindset. What role does curiosity play in governance?

JMZ: It’s really important, and, for me, it’s also what makes the job fun. There’s so much changing – geopolitics, climate, stakeholder expectations. As directors, we’ve got to ask: what do we need to be doing today that will make the organization successful in 10 or 20 years?

Over the long term, curiosity is critically important because we just don’t know what the world is going to be like in the future. Bringing in outside thought leaders for provocative talks, helps us learn from different perspectives that will help us answer some of those difficult, forward-looking questions.

Over the long term, curiosity is critically important 

ROC: Climate, DEI, stakeholder expectations – all of these get framed as pendulum swings. Do you see them as political cycles or enduring business priorities?

JMZ: I don’t think very much has changed. The reporting standards and shareholder expectations are shifting, and some of the political rhetoric is changing, but these have always been business imperatives. For example, if Fortis is building a pipeline in a floodplain or power lines in a wildfire zone, it doesn’t matter whether you call it climate change or something else – it’s a risk and an opportunity, and we deal with it.

On DEI, I’ve always believed – and I think most reasonably enlightened people believe – that a diverse group comes up with better answers. If you’re going to recruit and promote based on merit, having the broadest group of people to source that talent from is a very good thing.

If you’re going to recruit and promote based on merit, having the broadest group of people to source that talent from is a very good thing.

ROC: We’ve noticed that boards are polarized around these things right now. Some directors are saying we still need to pay attention, and others are reacting strongly to the language being used.

JMZ: Sure, some companies went overboard, talking about climate and DEI in ways that were more virtue signalling or greenwashing. But these things are real business opportunities and challenges, and investors know it. They’ll ask you tough questions to see if you understand your risks and opportunities. If you can’t answer those questions, you won’t be able to source that capital. So when a politician jumps up and says “we don’t believe in this stuff” – it doesn’t make it not true.

ROC: Let’s end on a personal note. How do you reset outside the boardroom?

JMZ: Running. I’m a new runner – I just ran my first half marathon and my first marathon, and now I’m training for an ultra. So I’m in pain all the time, working like a dog, trying to beat this body into shape. But I love it. And one of the joys is that I can share it with one of my sons – we recently ran the Royal Victoria Marathon together.

ROC: That discipline sounds a lot like your approach to governance – persistence, patience, and showing up.

JMZ: That’s exactly it.

Jo Mark Zurel is a husband, father, corporate director, and board chair, and is happy to call Portugal Cove, Newfoundland, home. He retired from CHC Helicopter in 2006 after helping build it into the world’s largest helicopter operator, generating top-notch shareholder returns along the way. Current and recent board roles include Fortis Inc (Chair), Major Drilling, Highland Copper (Past-Chair), SDTC, ICD and CPPIB. He loves working with smart, diverse groups of people to solve difficult problems. He is an FCPA and an ICD.D and has received recognition in the past, including Canada’s Top 40 under 40 and Newfoundland’s Outstanding Philanthropist.