Canadian Lawyer InHouse

and which affects reputations of the organization and those representing the corporation," Martin says. Metrolinx deals with a full range of commercial risks. These are associated with running the GO Transit service; employing a large workforce — including unionized staff; overseeing the construction of large capital infrastructure projects in urban environments; relying on complex technology arrangements using third party technology or services, like the PRESTO card; and being involved in start-up business units such as the express rail connection between Union Station and Toronto Pearson International Airport. As an agency of the provincial government, Metrolinx must also respond to concerns raised by the public and other We need to get a hold on laws in different jurisdictions — which laws apply, and how we handle the issues. Daniel Bourque, Xerox Corp. goes beyond the type of risk management lawyers are trained to address, such as contract terms and conditions which appropriately allocate risk," she advises. It is important the general counsel is either a member of the senior executive team or has regular access to those on that team including the chief executive, chief finance officer, and operating division heads. Board directors must be kept apprised of any developing circumstances that may pose risks to the organization's commercial interests and — at least as importantly — its reputation. "Board members often devote time to public sector agency boards with little or any compensation. They quite rightly do not want to be associated with any circumstance of which they are unaware 36 • o c t ob er 2013 interested parties such as municipalities and the auditor general. Courts look at the level, type, and quality of community engagement in assessing any liability relating to construction activities, and Metrolinx also feels "it is the right thing to do," says Martin. The agency also sought intervener status earlier this year at a Supreme Court of Canada appeal on an injurious affection case, Antrim Truck Centre Ltd. v. Ontario (Transportation), in order to gain clarity on the laws around balancing private and public interests during public infrastructure projects. Many companies refer to their risk assessing process as an "enterprise risk management system," meaning it runs systematically through the organization and is regularly discussed by the board. INHOUSE York University, in Toronto, takes this approach. The university's director of legal services Christine Silversides explains how risks lurk even in the supposedly calm and cerebral university sector. For example, York has a diverse population with relatively high numbers of both Jewish and Muslim students, and is a hotbed for political rallies and demonstrations, particularly over issues concerning the Middle East. Silversides works closely with security staff to help prevent clashes, without using inappropriate force. "We find that we're in the public eye a lot because of those demonstrations," she says. A recent furor was sparked after a demonstration on campus led to the university banning a group called Students Against Israeli Apartheid. "There are always external groups — Jewish groups, Palestinian groups — who are looking at what we're doing and whether we're in any way dampening protests, whether we're encouraging them, that sort of thing." Silversides provides a yearly risk management report to the board but argues it should be a year-round process. "It's not about filling in forms and closing the binder and putting it on the shelf. It's all about discussions and day-to-day conversations with people." This can be challenging in a physical environment in which departments are spread out across a fairly large area, so it's vital to "work really, really hard" at building relationships and trust, Silversides says. As well as making the effort to meet with individuals before issues arise, she gets together with each department formally at least once a year to discuss whether the legal team could do anything extra to help mitigate any risks, and whether departmental staff need to be trained in certain issues. "I always have my ear to the ground on what's coming out, and I have education sessions for faculty and staff at the university so they're aware of what types of legislation are going to affect them, and how they may need to change or not change." E-mail bulletins provided by external counsel are an effective way to stay on top of potential emerging risks, she finds. International operations can be a

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