Vivienne SinclairChief Operating Officer

Vivienne Sinclair · Chief Operating Officer · Canada

Reliability and safety at the board table

Board and committee exposure

Presented to the Board or a committee

Brannockmere Home Energy

Board, and its health, safety and environment committee

September 2017–present

Quarterly safety and operations reports since 2017; presented the heat-pump installation plan and the 2025 depot review to the full board as COO. Not a director.

Served as a director

Hearthward Fuel Fund

Board of directors; finance and grants committee

2019–present

Volunteer director of a non-profit emergency heating assistance fund; recuses from any decision involving Brannockmere as a supplier.

Committee contribution

Chair and member readiness
CapacityCommittees
Ready to joinHealth, safety and environment · Risk · Operations and capital projects

Capacity and preferences

Time available
22 days per year
Current directorships
1
Sectors
Gas and electricity distribution · Co-operative and municipal utilities · Heating and building energy services
Company type
Utility, co-operative or privately held energy distributor with an independent board
Company stage
Moving customers or assets through a change of fuel, technology or service standard

The seat I am pursuing

I am looking for a first commercial board seat at a Canadian energy or utility business where safety, reliability and customer change are central board questions: a gas or electricity distributor, a co-operative utility, or a privately held company with an independent board. A company outside our service territory, or in a different part of the energy sector, would keep conflicts manageable. I would join the health, safety and environment committee or a risk committee and expect to serve at least a year before being considered for a chair. For a listed company, I would ask which committee composition and independence requirements apply under Canadian securities rules, and take advice rather than assume my eligibility. I am not looking for an advisory title or a route back into management. I want to share responsibility for decisions, including unpopular ones, with directors whose experience differs from mine, especially in regulatory finance.

My contribution to a board

I would bring a board the habit of asking what a service promise requires on its worst day. In my business that day is a cold snap or a post-tropical storm; for a gas or electricity distributor it may be an ice storm, a main failure or a peak-demand evening. Directors do not need to plan crews, but they should know which standard the company has committed to, how it is measured and what it would cost to hold. I have presented operations and safety reports to a board and its safety committee for nine years, and I have served on a non-profit board since 2019. I have not yet held a seat on a commercial or listed board. I would therefore join a health, safety and environment or risk committee as a member and learn the board's ways before taking any chair. I know field operations, crew safety and customer change well. I would rely on colleagues for regulatory finance, capital markets and rate-making, where my experience is limited.

Judgement in practice

01

Growth that the field could not yet deliver

When rebates made heat pumps easy to sell, our board saw a growth opportunity and I saw a callback rate. The useful board question was not whether to grow, but whether the company could install to a standard its customers would still accept in January. I would ask a similar question of any board approving rapid customer growth in a new technology: what capacity has been approved alongside the sales plan, what quality measure will warn us, and who has authority to slow intake? I would expect management to state the revenue given up by caution as clearly as the risks of speed. In our case the cap cost about 1,700 installations. The board accepted that because it could see both figures, and because the callback measure it agreed would tell us when to lift the cap.

02

A saving that quietly changed a promise

The depot review showed me how easily a service commitment can disappear inside a cost analysis. Neither the five-depot proposal nor its supporters were careless; they used the travel times the model had available. The difference came from asking which promise the closures would change and testing it against bad-weather days. On a utility board I would ask that any network, staffing or maintenance saving be presented with the service standard it affects and the evidence for that effect, particularly for rural or vulnerable customers. That is not resistance to cost reduction, and we still closed three depots. It is a way of making sure directors approve the consequence along with the saving, instead of discovering it during the next storm.

My first year on a board

My first months would be spent learning how the company actually performs on its hardest days. I would ask the chair and chief executive for the last two winters' storm or outage reviews, the safety statistics together with the incident narratives behind them, and the service standards the company has published or agreed with its regulator. I would visit an operating centre and a control room with management's agreement, and listen more than I spoke at the first committee meetings. Where the company is preparing or defending a rate application, I would ask for a briefing on how operating costs and reliability commitments are presented, because I have not worked through that process. By the end of the year I would want to have contributed at least one well-prepared question that changed how a safety or reliability matter reached the board, and to have asked the chair directly whether my contribution had been useful.

Conflicts and their management

My conflicts are practical, and I would list them before any discussion went far. Brannockmere sells heating oil, propane and heat pumps, so a gas distributor or an electricity utility running heat-pump or efficiency programmes in the Maritime provinces could be our competitor, our partner or both. A board in our own service area would probably be unsuitable while I remain an executive. Saltcairn, our minority shareholder, invests in other energy businesses, and I would check whether a prospective company is among them. Through Hearthward Fuel Fund I already practise recusal: Brannockmere is one of the fund's suppliers, and I leave the room when supplier matters are discussed. On a commercial board I would disclose these interests in writing, agree a protocol with the chair, and decline a seat where the conflicts would remove me from the decisions that matter most. Twenty-two days must also fit around our winter season, when I cannot be absent at short notice.

My independence statement

I hold no shares in, and have no family or commercial tie to, any utility or energy company I am considering. My employer and its minority investor have relationships across energy in the Maritime provinces, so I would expect a prospective board to test my independence against those links and its own rules before reaching a view.

Governance learning and readiness

IICA Independent Directors’ Databank: Not yet registered

India's IICA Independent Directors' Databank is a requirement for independent directors of Indian companies, and it has no bearing on the Canadian appointments I am considering. I have therefore not registered, and I record that status plainly rather than leave it blank. If an Indian board ever approached me, I would take advice before assuming anything about eligibility.

  • Governance programme for not-for-profit directors, Ardmorrow University continuing education, 2020
  • Studying, in general terms, directors' duties under Canadian corporate law and the governance and audit-committee expectations Canadian securities regulators set for listed issuers
  • Learning how utility rate applications are prepared and tested before a regulator, an area where I have no direct experience