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Listed|Summer 2017
The Directors Chair
Ani Hotoyan-Joly

The making, and makeup, of a director

In The Directors Chair with David W. Anderson: Up front about her passions for learning, for
service and for paying the benefits of her opportunities forward, Ani Hotoyan-Joly shines a clear
light on the path shes taken to a directorship career
Photography by Jeff Kirk

Its 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 theyve informed both the route shes taken in becoming a director and
the mindset she brings to the job. At one point, Hotoyan-Joly notes, Some-
times you need to say something when that something is the one thing no one
wants to say. Its a truthful comment and a character trait that every board
needs in abundance around the table.

Ani Hotoyan-Joly
Current director roles
Ontario Power Generation Inc.; Womens College Hospital; Armenian
Relief Society Roubina - Toronto Chapter (also treasurer)
Former director
Echelon Financial Holdings Inc.; Insurance Co. of Prince Edward Island; International Womens Forum Canada
(also national treasurer)
Former executive roles
Principal, people processes and chief financial officer, Coventree Inc.; chief financial officer, Swiss Re Canada (P&C);
vice-president, finance Zurich Canada
B. Comm., University of Toronto; CA, CPA; ICD.D
kDiversity 50 Canadas Most Diverse Board Candidates 2016

Age when first became a director
Years of board service

Summer 2017|Listed
The Directors Chair
Ani Hotoyan-Joly

David Anderson Beginnings and endings have special significance. CFO of the P&C company, I answered to the board on financial mat-
The origin story of your family shaped your worldview and con- ters. I admired one directors contribution and thought maybe I will
tinues to motivate you. How has this affected your directorship? be like her one day.
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 David Anderson Once you saw the opportunity of directorship,
immigrated to Canada when my dad realized there was no future for how did you navigate from the executive suite to the boardroom?
us in Aleppo. Where would I be today otherwise? Probably one of the Ani Hotoyan-Joly I found a way to contribute my knowledge of both fi-
refugees we are helping today. Coming here I was free to get a fantastic nance and governance, gained as an executive, to boards in the not-for-
education, follow my curiosity and say, Yes, to opportunities. I am profit sector, aiding two organizations that mean a great deal to me.
the first person in my family to graduate from university. I am educat- To help women become represented in positions of decision-making
ed because of the sacrifices of my parents and my brother and the posi- authority and exercise our leadership well, I became treasurer of the
tive influence of great teachers like Mrs. Lister who, when I was 16, Toronto Chapter and then national treasurer of the International
made me like accounting so much I chose the accounting profession. Womens Forum Canada. Focusing within my Armenian commu-
So I go out of my way to help others learn, to speak up for others nity, on the common goal of education, I became treasurer and then
and to give them chances to succeed. I take my role as a director very chair of ARS Armenian Private Schools board of trustees, the largest
seriously, spending a great deal of time listening and learning so I can Armenian-Canadian trilingual and bicultural day school in Ontario.
live up to the great responsibility boards have to lead. Looking back Almost a decade of service to these not-for-profits, and my cur-
at where I came from, I think I see why I like to be a spokesperson, rent board involvement with the Armenian Relief Society Roubina
to work hard to have a credible voice and to represent the interests of - Toronto Chapter, shaped me. I loved seeing evidence that I was mak-
others. ing a difference, helping to move the board agenda forward and being
appreciated for it. The commitment in time and energy to be effec-
David Anderson Organizational culture is often affected by the val- tive as a director is enormous. Given the importance of board work, I
ues directors bring to the table. Whats important to you that you formed the view that if you cant be fully engaged, you shouldnt take
try to influence in organizations? up a seat at the table. These positive experiences convinced me to
Ani Hotoyan-Joly I work hard at maintaining a balanced life, centred make directorship my next career goal.
on community, career, culture and connections. These four Cs
have kept me grounded. When I participate on a board, these four Cs I grew up in a family where volunteering
encourage me to advocate for mentorship and the development of
leaders. They give me courage to talk about values in business and to was a way of life. You lose something of
respect the process of governance that builds credibility into decisions
and the work of our people. That grounding allows me to speak my
yourself when you stop giving back. With
mind even when others seem not to welcome my views. Sometimes directors and prospective directors, I
you need to say something when that something is the one thing no
one wants to say.
take time to share my views and give
David Anderson Given your education as a CA and CPA, and your
executive experience as VP finance at Zurich Canada and CFO at David Anderson More and more executives and directors on not-
Swiss Re Canada, the move to an executive HR role at Coventree for-profit boards express a desire, as you did, to join a corporate
Inc. might not seem intuitive. How did that happen? board. How did you make that happen?
Ani Hotoyan-Joly Its actually a pattern for me, in that I made several Ani Hotoyan-Joly While at Coventree, some colleagues took the
career choices without having all of the requirements in the job de- Institute of Corporate Directors (ICD) director education program.
scription. Moving from Deloitte to Zurich to become a tax manager, I saw that this provided the best opportunity for me to prepare to use
I knew nothing about insurance tax or insurance companies. I just my skills on boards. I took the ICD course and through ICDs director
knew that I would learn and excel. I brought that attitude to Swiss register, I got connected to Echelon Financial Holdings. I benefited
Re, not knowing a lot about reinsurance. Finally to Coventree, where from several factors in being nominated and elected, beyond the direc-
I was asked to build the HR group when I knew next to nothing about tor training and registry. My industry experience in financial services,
HR. I immersed myself in everything HR and helped build a wonder- my education and executive experience in finance and accounting,
ful team. Across these companies and at every level, I was given the my initiative to go for yet another learning opportunity, and being a
opportunity to do something new, to learn and be part of something woman all helped get me the interview. But being the right person on
amazing. Facing opportunity and challenge, I say, Yes. Curiosity, paper gets tested quickly at the interview, showing you can do the job,
flexibility and persistence pay off. and then, in fact, once on the board. Building trust and rapport early
helped establish meaningful connections.
David Anderson When did you first imagine yourself to be a
director? David Anderson For many years, a comply-or-explain approach
Ani Hotoyan-Joly At Zurich as corporate secretary I attended board was seen as the best way to increase the representation of women
meetings and helped with board administration. James Fleck, Giles on boards of public companies. Of late, this has lost favour to a
Meikle and other board members were masterful. At Swiss Re, as the mandated approach of quotas. What do you advocate?

Summer 2017|Listed
The Directors Chair
Ani Hotoyan-Joly

Ani Hotoyan-Joly The rationale for diversity is well known. Business be driven by greed and lulled into focusing on the wrong metrics. If
has moved too slowly and a quota for public companies is justified. trouble comes, you will get caught out just as fast.
There are real reasons and there are excusessometimes one and the Third, dont tolerate executives who disrespect the board. Sometimes
samesuch as a low percentage of female executives in some indus- executives do bad things, lying, self-dealing and disregarding requests
tries. You dont have to be in mining to be on a mining board. You need and direction from directors. Have good talent management and busi-
business experience and judgment. For a board to be effective, busi- ness metrics to understand performanceand act firmly.
ness, industry and governance expertise are required. Fourth, dont fear the indispensable executive. When a board
Organizations need to accept there is a problem and find solutions thinks it is dependent on one person for specialized business judgment,
that are intentional and comprehensive. Any new director, regardless contacts or sales, it is trapped. Boards become weak, hijacked by their
of gender, who is without industry knowledge needs to take courses sense of risk and lack of knowledge. Then youre operating on blind
and get up to speed. How boards work has to change, too, so that dis- faith, unable to provide real oversight. Trust is not a strategy.
cussion is elevated to a governance level. Theres no question this path Fifth, resist directors with an agenda. Agendas distort board dynam-
is harder, but its how we will bring the best out of each other. ics and come in many forms, from an overbearing director who sucks
up the oxygen and closes others down, to a large shareholder telling you
David Anderson Have you experienced being appointed a director what they want, implicitly letting you know your seat is on the line, to
in part because of your gender, not just your intellect, skill and chairs who manipulate consensus with side deals, framing issues as if
Ani Hotoyan-Joly When a woman gets appointed to a board, she has to Dont fear the indispensable executive.
prove shes the right person no matter what. If you fail youre letting
everyone down. I feel this pressure to work hard and prove myself. When a board thinks it is dependent
Women have been held down for a long time, so there is strong mo-
tivation for change. As a mother of two sons, though, I worry about
on one person for specialized business
them: what about their career progression? We talk about women all judgment, it is trapped. Boards become
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
weak, hijacked by their sense of risk and
need to take on board leadership roles. We will learn and as we do, we lack of knowledge.
need to be role models to others, young women and men, who can see
themselves in us. everybody already agrees. It feels like you dont have a choice when the
board is moving in particular direction or when the board de facto dele-
David Anderson Sharing your experience and even your love of gates decisions to one director who claims insight. You do have a choice,
learning are things you emphasize in your life. How are you doing and others likely share your concern.
these things at this stage? Sixth, board education is essential. Individuals must take control of
Ani Hotoyan-Joly I grew up in a family where volunteering was a way their learning and push themselves to study, or be left behind. Remain
of life. You lose something of yourself when you stop giving back. I do current or leave. For the board as a whole, site visits are a must, to meet
a lot of mentoring of younger women to help them unbundle their people on the groundcustomers and employeesto understand
thought process as they consider their personal and professional lives. where they go, what they do and why.
Younger women need to see women being successful. Of course this Finally, refuse to let expediency rule decisions. We say we respect
is true of young men, too. With directors and prospective directors, process but we throw it out when we see the outcome we want.
I take time to share my views and give encouragement. Recently I Structure and process cant guard against ill-intentioned, poorly in-
served as director-in-residence at an ICD human resources and com- formed or lazy directors. However, there is no substitute for the hard
pensation committee seminar. I take these things very seriously and work of creating and sustaining good governance structure and pro-
prepare for a long time. cessfrom recruiting to strategy to decision-making. Its a hard-to-
avoid trap: justifying a one-off action because you see the result you
David Anderson Based on your experience with boards both as an want and know you can get it. This thinking ignores the longer-term
executive and director, what are some of the lessons you share implications of getting used to taking short cuts. Over time, it leads to
with others? a loss of discipline, focus, accountability, integrity and performance.
Ani Hotoyan-Joly There are seven lessons I like to share. I think my In the end, I only ask others to do what I do myselftake positive
observations are general enough to be recognizable to many directors, steps within my circle of control, look for ways to contribute, and
so we have to ask ourselves why they recur with such frequency across say yes to opportunities when you can manage the risks.
all contexts.
First, understand your business or dont be in it. This is particu- David W. Anderson, MBA, PhD, ICD.D is president of The
larly true when overseeing a business at distancegeographically Anderson Governance Group in Toronto, an independent
and culturally. Distance equals risk. When things go south, it eats up advisory firm dedicated to assisting boards and manage-
everyones time, ties up capital, puts value in jeopardy and constrains ment teams enhance leadership performance. He advises
options in your core business. directors, executives, investors and regulators based
Second, be wary of fast success. When you put too much credence on his international research and practice. E-mail:
in early, fast wins, it diminishes your appetite for oversight. We can Web:

Summer 2017|Listed