Sisters seek removal of Mike Harris from Chartwell board

The Loretto Sisters want some answers and some accountability from Canada’s largest for-profit operator of retirement homes and private long-term care facilities.

The sisters, through their foundation, IBVM Foundation of Canada Inc., are the proponents of a two-part motion before Chartwell Retirement Residences unitholders. The motion, put forward on their behalf by the Shareholder Association for Research and Education (SHARE), asks unitholders in the giant real estate trust to reject re-election of Chartwell board chair Mike Harris and demand the board produce a report on how the company’s employees are managed in terms of health and safety.

“SHARE argues that the company’s performance during the COVID-19 pandemic, when at least 393 Chartwell residents have died from the virus, underscores the importance of board oversight of the work force, and the need for the company to provide reporting to investors on its work force performance,” said the SHARE submission to unitholders in advance of Chartwell’s May 20 annual general meeting.

SHARE wants unitholders to withhold votes for former Ontario premier Harris, who is standing once again as board chair — a role he has filled since 2003. The proposed slate of directors is uncontested, leaving unitholders to either vote for Harris or withhold their votes. Harris earned $223,000 in director’s fees at Chartwell in 2020.

Given his long tenure at the head of the boardroom table and close relationship with management, SHARE argues Harris “can no longer be considered to be an independent chair.”

This spring Chartwell announced bonuses for its executive managers that would see each of its top four executives paid in excess of $1 million for 2020, up from the previous year.

“The revelation of those bonuses probably was one trigger, and the other one would be the situation of long-term care homes and the whole for-profit aspect of it,” Sr. Evanne Hunter told The Catholic Register.

Hunter’s biggest concern is the working conditions of personal support workers (PSWs) and other, mostly part-time, Chartwell employees far removed from the executive suite.

“I think we all share the same concern about unfair labour practices,” Hunter said. “And it’s been particularly highlighted during the pandemic with respect to health-care workers. ... I think it has to do with job insecurity, the wages, the fact that most of them are not full time, they’re not entitled to benefits, they’re poor, they have to work in more than one facility (to make a living).”

The solutions won’t be found just in tweaking Chartwell governance and management. Political action and re-regulation of the industry are needed, Hunter said.

Just over one-third (230 out of 633) of Ontario’s long-term care facilities are built to design standards set in 1972.

Chartwell vice president of marketing and communications Sharon Ranalli said “Mr. Harris’ contributions to our board are deeply valued.” The company has a board renewal program that will see Harris retire in 2022. “Under current conditions, now is not the time for him to step down,” Ranalli said in an e-mail.

Producing another, more detailed report on the health and safety of its frontline workers would serve no purpose, said Ranalli. The 2021 Management Information Circular includes expanded reporting on what Ranalli calls “human capital management” in response to previous talks with SHARE.

“Our disclosures are transparent, fulsome and we know that they exceed such disclosures of most other organizations,” she said.

More information is required on both staff and resident health so that unitholders can assess “significant legal, regulatory and reputational risk,” said SHARE senior engagement analyst Sara Couturier-Tanoh. “We expect actual changes in the future, not only because we see the third wave but also for after the pandemic.”

Ranalli defends Chartwell’s performance through the last year.

“Chartwell has taken extraordinary measures to heighten infection control, retain and hire additional staff and ensure compliance with all government and public-health directives,” she said. “Without hesitation, we invested in the initiatives required to keep our residents and staff safe.”