Banff Centre for Arts and Creativity -- Kinnear Centre for Creativity and Innovation. Credit: Banff Centre for Arts and CreativityBanff Centre for Arts and Creativity
The Alberta government disregarded a request by a majority of the board of the Banff Centre for Arts and Creativity to remove its chair after an independent investigation found he had harassed the institution’s chief executive.
The Globe and Mail has viewed the board’s March 29, 2023, minutes, which show the majority of its members accepted the investigation’s findings that then-chair Adam Waterous had engaged in “personal harassment” of CEO Janice Price, whose contract ended days later. While Alberta law prevented the governors of the postsecondary institution from removing Mr. Waterous on their own, the majority voted to censure him and to ask Minister of Advanced Education Demetrios Nicolaides to remove him.
Two members of the board majority presented the request to Mr. Nicolaides a few weeks later.
But instead of heeding their request, Mr. Nicolaides wrote a personal letter to Mr. Waterous – which he shared with The Globe, and which is dated April 27, 2023 – telling him, “You retain my full support,” essentially siding with Mr. Waterous in a dispute over the CEO succession process.
Mr. Waterous remained chair until late October, when, at his request, the new Advanced Education Minister, Rajan Sawhney, replaced the entire board with a single temporary administrator in charge of overhauling the centre’s governance.
The Banff Centre has seen more than 100,000 authors, visual artists, musicians, playwrights and performers pass through its doors over the past 90 years for courses, retreats and events, welcoming the likes of Oscar Peterson and Salman Rushdie to its facilities. Alberta’s decision to disregard the board majority’s request to remove Mr. Waterous meant the board of one of Canada’s most storied arts institutions was forced to work for six months with a censured chair they hoped would be dismissed.
Mackenzie Blyth, press secretary to Ms. Sawhney, declined to comment on a list of questions from The Globe about the board’s request. “For legal reasons, our government does not discuss HR issues involving our agencies, boards and commissions,” he said in a statement.
The Globe first unveiled details of the investigation in October. It absolved Ms. Price of any formal wrongdoing alleged by Mr. Waterous, an oil-and-gas investment manager, and found he had harassed her during their communications in November, 2022. It also found “a pattern of willful disregard by Waterous for established governance processes and a concerted effort to impose his will on Price and others,” adding that those actions “undermined the effective functioning of the board.”
Mr. Waterous told The Globe he disputes the investigation’s findings and claims Ms. Price made a false allegation against him. He said the outcome of the March 29 board meeting was linked to what he characterized as a long-standing division between provincially appointed board members, of which he is one, and members appointed by the board itself, who sparred over the CEO succession process and other internal disputes.
“The provincially appointed board members had a different conclusion” than the other members, who formed the board majority, Mr. Waterous said in an interview.
In an e-mail, Ms. Price said she was “satisfied” that the board majority had accepted the findings of the investigation and that they had planned to ask the government to rescind the order in council appointing Mr. Waterous as chair.
“I was naturally then disappointed that after many months, no action to respect the Board motion and act on its request had been taken by the Government,” she wrote. She said she received no follow-up from the government as to whether she considered the matter closed after Mr. Nicolaides expressed his support for Mr. Waterous. She also said she had written to Ms. Sawhney twice asking if she would follow through with the board majority’s request and received no response.
The minutes of the 4½-hour board meeting in March show the majority of board members believed Mr. Waterous did not accept responsibility for his actions, rejected the centre’s official complaint process and had not provided evidence in making dismissive allegations against the investigator, Ms. Price and the head of the board’s human resources committee.
The meeting followed months of discord between Mr. Waterous and Ms. Price over the CEO succession process. The board’s HR committee launched an investigation a year ago after Ms. Price, a career arts administrator who has led the Luminato Festival, the Kimmel Center and Lincoln Center, filed a complaint alleging Mr. Waterous had engaged in “bullying and harassment” against her during the search for a new CEO.
Conducted by conflict-resolution specialist Jay Spark, the investigation found that the relationship between the chair and CEO began to deteriorate during the summer of 2022, when the board’s search committee expanded its CEO search to include candidates from the tourism and hospitality sector.
Artists have in recent years expressed concerns about the Banff Centre’s reliance on hospitality, in particular corporate retreats, to help cover the costs of its arts programming. Mr. Spark wrote that several members of the search committee asked Ms. Price to raise concerns with Mr. Waterous about looking beyond the arts world for a new CEO. (The investigation found that, in doing so, Ms. Price did not violate good governance processes, but acknowledged that such communications could have been “avoided.”)
After Mr. Waterous complained about Ms. Price weighing in on the succession process, they began to spar regularly, ultimately prompting Ms. Price’s complaint.
The board eventually selected Chris Lorway, a Cape Breton-born former executive and artistic director of Stanford University’s performing arts organization, Stanford Live, as the new CEO.
The dispute remained private until the province dismissed the entire board in late October with a temporary administrator, Paul Baay, who is chair of the Alberta Foundation for the Arts and served 14 years on the board of the National Gallery of Canada. (This May, the Alberta Securities Commission said Mr. Baay had paid it $40,000 as part of a settlement for revealing non-public information about his company to someone prior to disclosing it to the public.)
Mr. Waterous and other provincial appointees had suggested a blanket board dismissal to Ms. Sawhney in an e-mail just days earlier as a remedy for what he described as ongoing governance dysfunction related to the CEO search.