Nalcor chairman defends conflict-of-interest rules

Disputes claim by Cathy Bennett that company has no guidelines

James McLeod
Published on May 19, 2014
Ken Marshall. — Telegram file photo

Ken Marshall, chairman of the Nalcor board of directors, said he can’t understand why former chairwoman Cathy Bennett would say there are no conflict-of-interest rules at the Crown energy company.

Last week, The Telegram re­port­ed that while serving as chairwoman of the company board, Bennett was in discussions about becoming a partner with an industrial contracting company, Sunny Corner Enterprises, which has done more than $10 million worth of business with Nalcor in the past few years.

Bennett said she conducted herself in an ethical way, and recused herself from Nalcor board meetings in which Sunny Corner was discussed, but the real problem was that the government had no interest in implementing conflict-of-interest rules.

“As chair, I was concerned that Nalcor didn’t have any conflict-of-interest rules and policies in place,” Bennett told The Telegram last week. “As chair, I advocated for conflict-of-interest rules. Ed (Martin, CEO of Nalcor), at the time, agreed that we did need some conflict-of-interest rules at Nalcor, and I, as chair, agreed to meet with representatives of the premier’s office to ask what the premier’s office position was on the board looking at implementing conflict-of-interest rules.”

The Telegram requested comment from Nalcor last week, but did not receive a response by deadline.

After the story was printed, Marshall contacted the newspaper to say that Bennett’s comments don’t make any sense.

“(Based on the story) it appears that Nalcor doesn’t have conflict-of-interest or code-of-conduct rules for the board, and that, quite simply, is not the case,” Marshall said. “The perception should not be out there that the board does not have conflict-of-interest rules or code-of-conduct rules, because we’ve got very strong ones. We’ve got a governance committee which is in place. It’s part of our internal audit process. It’s part of our annual transparency report as well.

Marshall had copies of the conflict-of-interest policy and the employee code of conduct sent to The Telegram.

The Nalcor employee code of conduct specifically deals with conflict of interest for everyone employed by the company, including members of the board of directors.

One of the guiding principles of the document is, “Any conflict of interest, whether real or perceived, and regardless of its materiality, has the potential to impair the company’s credibility and commercial interests — employees, officers and directors must perform their duties and responsibilities in a conscientious manner and shall not put themselves in a position where their private interests and those of the company might be or be perceived to be in conflict.”

Four months after resigning from the Nalcor board, Bennett became a partner in Sunny Corner.

Bennett said that when she met with officials in the premier’s office to advocate for tougher conflict-of-interest rules, she was told the government wasn’t interested in pushing for that.

She said she was pushing for rules similar to what would be in place by law in a publicly traded company.

“It was left at the discretion of the director if they chose to disclose they were in conflict,” Bennett said.

Marshall said he does not believe Bennett was in a conflict of interest in this case, but he also wanted to make it clear Nalcor does have rules governing conflict of interest.

In fact, he said that in 2008, when the rules were enacted, Bennett was on the board of directors.

“We’re all very clear on that, and when we adopted them back in 2008, Cathy was on the board, so she was part of the adoption and the review of the code-of-conduct and the conflict-of-interest rules,” he said. “Why she makes that comment that it’s just simply at discretion (of board members) I’m not sure, because she was part of the adoption of the conflict-of-interest and code-of-conduct rules in 2008.”

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