My contribution to a board
I would bring a board three kinds of experience that are hard to acquire from papers. The first is capital allocation in a company that grows by acquisition: how to set a hurdle and hold it, how to find the single assumption an acquisition model rests on, and how to look back honestly at what past purchases returned. I have presented acquisitions to Sorrelgate's investment committee since 2011 and prepared its cohort reviews since 2013, including reviews of deals I sponsored that went badly.
The second is revenue that depends on public purchasing. I have priced bids to governments, run a group that lost a provincial contract to consolidation and built the test we now use to price that exposure before we buy. Many companies outside software, in engineering, environmental services or transit equipment, sell to the same buyers on the same calendars, and their boards often see that dependence only as customer concentration.
The third is the governance of a decentralised business: deciding what head office must require, what it should leave alone and how to tell the two apart. I have made one central mandate work against real resistance and argued against several others.
I would not present myself as an audit committee financial expert. I am financially literate in the sense Canadian audit committee rules intend, and I understand purchase-price allocation and impairment testing from the management side, but I have not run a finance function. My natural committee reviews investments and transactions, and I would serve on one as a member before chairing it.
My first year on a board
My first months would go on learning how the company actually makes capital decisions, which is rarely quite how its policies describe them. I would ask the corporate secretary for three years of board and committee minutes, and the chief financial officer for the papers behind the three largest investments or acquisitions of that period, together with any that were declined and why. I would visit two operations far from head office, without the chief executive, and ask the people running them what head office requires of them and whether the requirements make sense.
During the middle of the year I would take part in a full planning and budgeting cycle and, if I sat on an investment or audit committee, at least one significant transaction or impairment review. I would keep my questions to the papers in front of the committee rather than to how Sorrelgate does things, because a director who keeps quoting an employer soon stops being heard.
As the year closed I would ask the chair two things: which of my questions had helped the board and which had only slowed it, and whether the board was using me for what it had appointed me to do. If my experience of acquisitive software businesses proved a weaker fit for the company than either of us expected, I would rather say so after one year than serve out a term.
Conflicts and their management
My position creates conflicts of a particular kind. As chief strategy officer I see hundreds of software businesses a year as possible acquisitions, and I know which ones Sorrelgate is studying. I would therefore decline any board seat at a software or technology services company, listed or private, that sells into verticals where Sorrelgate operates, competes with one of our businesses or could reasonably become one of our acquisitions. I would also decline a seat at a significant Sorrelgate customer, such as a large agricultural co-operative or a building-supply chain, unless our general counsel and that board both judged the relationship immaterial and I stood aside from every related decision.
Any appointment would need our chief executive's agreement and a review by our general counsel. I would disclose my Sorrelgate shares and options, my directorship of our US holding subsidiary and my seat at Merrowfield Literacy Network, which receives a small annual donation from Sorrelgate. If a conflict arose during a term, I would raise it with the chair before the meeting, leave the room for the discussion and ask for the minutes to record it. If such conflicts became frequent, I would resign. Neither Sorrelgate's pipeline nor another board's plans would ever cross from one boardroom to the other.
My independence statement
I am employed by Sorrelgate Software Holdings Inc. and hold its shares and options. Apart from that, I have no family, employment or commercial tie to the companies I am considering, and I would set out anything that might bear on my judgement before any appointment. Whether I meet the independence tests is a question for the board under the rules that apply to it, including Canadian securities regulators' requirements for audit committee members. I would not call myself independent until the board has reached that view.
Judgement in practice
01Showing the investment committee the deals we turned down
In 2022 a director proposed lowering our 18 per cent hurdle to 15 per cent, arguing that we were losing good businesses to buyers with cheaper capital. Rather than defend the hurdle in principle, I brought the committee a record of the 143 businesses we had declined on price between 2016 and 2020 and what had happened to each since. Most had sold to others at prices we would have rejected. About a quarter had grown faster than we assumed, and several had struggled. On our estimate, a lower hurdle would have added perhaps C$70 million of revenue, much of it at returns below our cost of capital. The committee kept 18 per cent for purchases below C$50 million and asked for a separate test for larger ones, which we are still refining. As a director I would ask management to show the decisions it did not take as well as those it did.
02Pressing for an early write-down at our US subsidiary
As a director of Sorrelgate US Holdings, Inc., I argued in mid-2024 that we should recognise an impairment of a Wisconsin county-records business at the half-year rather than wait for the annual test. Its founder had left early, and the product was further behind than our diligence had found. The subsidiary's president preferred to wait for a recovery plan, and his plan was credible. My view was that the accounting standards we report under call for a test whenever there is an indication of impairment, that the indication was already there, and that our parent's audit committee should hear it from management before the auditors raised it. We took a C$14 million charge in the second quarter and explained to the audit committee what our diligence had missed. I would rather report a loss early with its causes than late with an explanation.
03Limiting a single funder at a literacy charity
In 2023 a provincial ministry offered Merrowfield Literacy Network a three-year grant that would have raised the share of its revenue from one funder from 38 to 62 per cent. The executive director and most of the board wanted to accept it in full, because it would fund two new adult programmes. As chair of the finance and audit committee, I argued for accepting funding for the programme most likely to survive a policy change and phasing in the second only as other money was found. The board took a smaller grant and adopted a limit on any one funder's share. When the ministry cut the programme in 2025, Merrowfield closed one programme instead of two. It is the lesson I apply at Sorrelgate: a funder or buyer that decides how it pays can change its mind for reasons that have nothing to do with you.
Committee contribution
Chair and member readiness| Capacity | Committees |
|---|
| Ready to chair | Investment or strategy committee, after a year as a member · A special committee of independent directors reviewing a significant acquisition or sale |
|---|
| Ready to join | Investment or strategy committee · Audit committee, as a financially literate member · Governance and nominating committee |
|---|
Capacity and preferences
- Time available
- 25 days per year
- Current directorships
- 2
- Sectors
- Engineering and environmental services with municipal and provincial customers · Transit, water or utility equipment sold through public tenders · Acquisitive business-services companies outside software
- Company type
- TSX-listed mid-cap company or large private company with an established board and a history of acquisitions
- Company stage
- An established company running a repeatable acquisition programme, or one with significant public-sector revenue, where capital allocation needs board attention
The seat I am pursuing
I am looking for one independent seat on the board of a TSX-listed mid-cap company or a large private company that grows by acquisition outside software, or that sells mainly to public bodies: engineering and environmental services, transit or utility equipment, or business services with municipal and provincial customers. I would like to serve on an investment or strategy committee and, after a year, to chair one if the board wished, and I could join an audit or governance committee as a financially literate member. I am not interested in a seat offered because of my employer's name, or on a board whose acquisition strategy is settled and needs only approval. Before going further I would want to know what the chair thinks the board lacks, how the company reviews its past acquisitions and how much of its revenue depends on a handful of public purchasing decisions. The twenty-five days a year I can offer would be agreed with Sorrelgate before I accepted.
Board and committee exposure
Served as a director
Merrowfield Literacy Network
Board of directors; chair of the finance and audit committee from 2022
2019–present
Director of an Ottawa adult-literacy charity with a C$4.2m budget; chairs the committee that oversees its budget, external audit and mix of funders.
Served as a director
Sorrelgate US Holdings, Inc.
Board of the wholly owned US holding subsidiary
2021–present
Executive appointment, not independent service; oversees US acquisitions, state tax and payroll compliance, and impairment reviews for the US businesses.
Presented to the Board or a committee
Sorrelgate Software Holdings Inc.
Board investment committee
2011–present
Presents acquisitions above C$20m (above C$15m before 2021), the annual cohort review of acquisition returns and the record of declined deals.
Presented to the Board or a committee
Sorrelgate Software Holdings Inc.
Full board
2021–present
Leads the annual strategy session; presented the written conditions for sale and the hospitality divestiture in 2024.
Reported to a committee
Sorrelgate Software Holdings Inc.
Audit committee
2023–present
Reports twice a year on the shared hosting programme's security assurance and on cyber incidents in acquired businesses.
Governance learning and readiness
IICA Independent Directors’ Databank: Not yet registered
The IICA Independent Directors' Databank is an Indian register for people seeking independent director roles in Indian companies. It does not apply to the Canadian and US boards I am considering, and I have not registered. In Canada a listed company's board assesses each director's independence under the securities regulators' rules and guidelines.
- The Rennick Directors' Programme, four modules on directors' duties, oversight of strategy, audit committee practice and executive pay, completed in 2024
- Board service at Merrowfield Literacy Network since 2019, chairing its finance and audit committee since 2022
- Annual briefings from Sorrelgate's external auditors on purchase-price allocation and impairment testing, since 2021
- Director of Sorrelgate US Holdings, Inc. since 2021, including oversight of state tax and payroll compliance