In our *Shaping the Future With…* series, we explore the perspectives of directors who are redefining what governance looks like. In this edition, Watson Partner Rachel O’Connor speaks with Suromitra Sanatani — seasoned director, board chair, and policy expert — about what keeps her up at night, what’s changed in governance, and what it really takes to rebuild trust at the top.

Also: museums, martinis, and the resilience of the human spirit.

Rachel O’Connor: Suromitra, thank you for doing this. Let’s start with our fundamental question: how do you define good governance?

Suromitra Sanatani: We all know it entails oversight, hindsight, foresight and insight. Directors have to make sure the right controls are in place to meet fiduciary obligations.

But we also know – especially for those of us who’ve been working on and with boards for a while – it’s so much more than that.

Excellent boards help organizations envision the future – the art of the possible – by bringing together diverse, relevant skills. By having the courage to engage in open-ended, strategic, and difficult conversations. And by bringing in outside experts to stimulate thinking and help boards do a better job anticipating what’s ahead.

Ultimately, it’s management’s role to take that input and shape the strategic plan, but we’re talking about a very different world now than just a few years ago. The expectations of board and management are much higher. And rightly so.

Excellent boards help organizations envision the future – the art of the possible – by bringing together diverse, relevant skills. By having the courage to engage in open-ended, strategic, and difficult conversations. And by bringing in outside experts to stimulate thinking and help boards do a better job anticipating what’s ahead.

ROC: Those maxims of “noses in, fingers out” and “the board only has one employee” used to be gospel. But now there is a greater sense of nuance around what is and isn’t the board’s territory.

SS: Absolutely. It’s not appropriate for Boards to be getting into the weeds on every single project. But when something is material or truly game-changing for the organization, boards and management should be dissecting the matter together – at their respective levels, of course.

Directors are also expected to show up far more prepared than they were in the past. Gone are the days of flipping through a binder while the presentation is already underway; now preparation needs to be deep and thoughtful. Peer evaluations and board assessments have raised the bar.

Governance is not a sinecure. We’re here to add value.

Governance is not a sinecure. We’re here to add value.

ROC: What else has changed in governance?

SS: The good news is that boards are less homogeneous. There’s a richer range of experience – lived, professional, cultural. That diversity of thought makes a real difference.

But there’s also more political intervention – not just in Crown corporations and non-profits, but in the private sector too. I’ve seen cases where a vetted, well-thought-out strategic plan was derailed by a policy shift. That’s within the government’s prerogative – but it can cost organizations hundreds of millions of dollars.

So, directors cannot afford to limit their thinking to, “This makes financial sense – it’s a no-brainer.” That limited mindset doesn’t work anymore. We have to consider the unpredictable. What seems remote or unlikely is often exactly what ends up happening. We have to be nimble in our approach if we want to add value to an organization.

ROC: As directors, we can make all the risk registers in the world, but with the pace of change and the interconnectedness of the world, there are always going to be corners we can’t see around – risks we don’t anticipate. How do you cope with the unknowability of it all?

SS: Transparency between the board and management is key. I recently reviewed a strategic plan where management openly acknowledged what they didn’t know. That used to be seen as unacceptable. Now, this openness is not only conducive to building trust between parties, but it also opens up opportunities for innovative reflection.

The board’s role is not to pretend we have all the answers. It’s to be prepared, to be informed, and to acknowledge ambiguity. Different directors have varying degrees of comfort with uncertainty. But when the Chair supports transparency, it creates space for management to do the same. That shared “ambiguity appetite” is essential for building enduring organizations.

The board’s role is not to pretend we have all the answers. It’s to be prepared, to be informed, and to acknowledge ambiguity.

ROC: We know that times of uncertainty and challenge can raise the stakes for all kinds of conversations. What do you do when there’s division on a board? Or when one director has a view that’s at odds with the rest?

SS: I’ve had that experience. Sometimes one strong voice can derail a conversation. While you want to encourage differing points of view, ultimately any disruption needs to constructively further the organization’s priorities.

When I’ve observed a director being off-side, I will make it a point to connect with the individual between meetings. My intention is to listen carefully – including to what’s *not* being said, to better understand what is underlying their way of thinking.

Sometimes for certain individuals, it’s about not feeling heard. Or it’s about a lived experience that others in the room haven’t had. If the issue the individual is raising is important to the organization’s strategic direction, I try to support them by bringing other directors into the conversation. It’s more effective when the whole board engages than when one person carries the message alone.

Offline work matters.

Consistency also matters. What’s said in-camera shouldn’t wildly diverge from what’s said in the room. Revisiting decisions in private that were greenlit in public – that’s poor governance, and can be another source of discord and division within a board.

ROC: Can you share an experience that helped shape you as a director?

SS: When I joined one particular board, the mistrust between the board and management was unlike anything I’d seen on previous boards. Rebuilding trust became my number one priority, and it was one of the hardest and most fulfilling things I’ve ever done professionally.

We did significantly repair and improve the relationship within the organization.  The lesson for me was that everyone has to be committed to this process and to lean in.

Trust is built between meetings. It’s built in moments of humility, when someone says, “I don’t know,” and invites others into the conversation. I’ve been fortunate to serve with directors who know far more than I do in certain areas. That doesn’t undermine leadership. It strengthens it.

Trust is built between meetings. It’s built in moments of humility, when someone says, “I don’t know,” and invites others into the conversation.

ROC: What’s keeping you up at night right now?

SS: The usual big ones: geopolitical tensions, cybersecurity, climate change, and the need to stay current on AI opportunities.

But what really keeps me up is the unknown. The risks we’re *not* talking about. The pandemic was a lesson in that. Scientists knew it was coming, but the rest of us didn’t plan for a world that could pivot to remote work in 48 hours. We would be foolish to assume that was a one-off.

ROC: Final question: tough day in the boardroom. What’s your go-to reset?

SS: A dry vodka martini with olives, followed by a delicious home-cooked meal by my husband – he’s a wonderful cook. And museums. I’ve loved walking through the ruins of Ephesus, Musée d’Orsay, the Apartheid Museum…. Museums celebrate the resilience of the human spirit. That inspires me.

A seasoned independent director, Suromitra Sanatani is currently Chair of the Royal Bank GAM Independent Review Committee, Director of Purolator Holdings Ltd., Director of Vancouver International Airport and Director of the Asia Pacific Foundation of Canada. Previously, she served on various boards including as Chair of Canada Post, Director of the Edmonton International Airport, and as Chair of the Royal BC Museum.

Suromitra began her career in litigation before transitioning from the practice of law to senior corporate positions in the non-profit, public and private sectors. In her role as BC and Yukon Vice President of the Canadian Federation of Independent Business, Suromitra represented the interests of small- and medium-sized businesses. Later, as Vice President, Corporate and Government Relations at Partnerships BC, she played a pivotal role in establishing this Crown corporation, which specialized in public-private partnerships. Her subsequent consultancy included leading First Nations consultations across British Columbia, and providing strategic advice to senior executives in the financial, utilities and transportation sectors.

Suromitra is fluent in French and German and has a conversational ability in Bengali. She has a Bachelor of Laws from the University of Ottawa and a Bachelor of Arts (French Literature) from the University of Victoria.