Mark Carney speaks during the Canada 2020 Net-Zero Leadership Summit in Ottawa on April 19, 2023.Sean Kilpatrick/The Canadian Press
Mark Carney is the Liberal Party’s mystery man – was he about to be finance minister in the Trudeau government? Is he the prime minister in waiting? Or is he really just an economic adviser, as the party says?
Mr. Carney’s role at Brookfield Corp. BAM-T and its affiliates seems much more straightforward. Until, however, you examine how Brookfield discloses – or, more accurately, does not disclose – his compensation.
In August, 2020, Brookfield announced that Mr. Carney, former governor of the Bank of Canada and Bank of England, would join the company as “a vice-chair” and head of ESG and impact fund investing. A few weeks later, affiliate Brookfield Renewable Corp. disclosed in a corporate filing that Mr. Carney had also been named vice-chair of it and Brookfield Renewable LP.
Here, “vice-chair” does not mean he was on the board of directors of any of these entities. This is instead a title used by many companies to convey that an important person has joined the company but doesn’t have a great deal of supervisory or executive authority.
We can see this, perhaps, in that Mr. Carney never declared himself a “reporting insider” who would be obliged to file disclosures of his stock trades in the company. To simplify, under Canadian securities law, a reporting insider can exercise “significant power or influence” over the business and has access to material information about the company that it hasn’t yet disclosed.
In late 2022, Brookfield announced it would spin off its asset-management business as a separate company – and Mr. Carney would be the chair of its board. Now, with this position, he would be a reporting insider, subject to stock disclosures.
These stock disclosures give us the only insight into Mr. Carney’s Brookfield compensation. His stock-ownership filings with securities regulators, coupled with Brookfield disclosures about the values of its awards, suggest Mr. Carney received US$1.5-million of stock in December, 2022, when the company spun off from Brookfield, and about US$1.1-million to US$1.2-million in each of February, 2023, and 2024.
(I sent these estimates to Brookfield, which declined to co-operate with or comment for this column. Mr. Carney did not respond to e-mails sent to his Brookfield e-mail and another e-mail address.)
What is Mr. Carney’s current salary and bonus, plus any other forms of compensation? And what did he make prior to becoming chair of Brookfield Asset Management? We don’t know – because the various Brookfield companies seemingly don’t need to disclose it.
In Brookfield Asset Management‘s annual proxy circular, sent to shareholders, the company points out that Mr. Carney earns no compensation for his service on the board, because he’s an employee. This is true of other Brookfield employees and is a common governance practice.
However, it seems he’s still not in a high-level executive role. If he isn’t, Brookfield Asset Management doesn’t need to list his pay in its Summary Compensation Table. And if he were an executive, he’d have to be among the three best-paid to have his pay listed.
So there’s no compensation information for Mr. Carney in the annual proxy circular.
This is truly unusual, to not know what a board chair of a Canadian public company makes.
Companies must disclose fees paid to directors for their board service. If they receive no fees because they’re employees, they almost always show up in the compensation table. A board chair who’s also an employee is typically the chief executive officer, or an “executive chair” who probably formerly served as CEO. It’s atypical that the board chair is an employee who can’t even make the list of best-paid execs.
Now, what might Mr. Carney have received as sign-on compensation when he joined Brookfield in 2020? Again, because “head of ESG and impact fund investing” is apparently not an executive position, he wasn’t a reporting insider. Even if his income were in the millions, he wouldn’t show up in the Summary Compensation Table, and he did not need to file stock-ownership reports.
The best I can do is to note that as he filed his first ownership disclosures in late 2022, he reported no shares in Brookfield Asset Management. Had he received a slug of Brookfield stock in 2020, he would’ve needed to report the Brookfield Asset Management shares he received in the spinoff, which Brookfield completed on Dec. 12, 2022.
Did he receive stock or partnership units in any of the Brookfield Renewable entities at any time? I don’t know, because the “vice-chair” position did not mandate that disclosure.
To be clear, Brookfield seems to have properly followed the compensation-disclosure process; I’m not here to suggest any rules were broken. That’s because the rule-makers probably didn’t anticipate this situation.
From a public-company governance perspective, I think we should know what a board chair earns, no matter what regulatory quirks may allow otherwise. But there’s more.
Mr. Carney’s prominent advisory role in how Canada is governed, coupled with his Brookfield role, makes disclosure imperative. Yes, he still does not have a formal government position (by advising the Liberal Party, and not the government itself, he’s exempt from those financial disclosures, as well). There’s strong evidence, however, that his economic advice is received with keen ears in the Prime Minister’s Office.
Brookfield’s business model can’t help but create multiple entanglements with governments at all levels. The most glaring example is the company’s apparent attempt to create a $50-billion Canadian-asset investment fund that the country’s public pensions could invest in. Nice fees you’d have there, Brookfield.
Let’s clear this up right away: Mr. Carney, and Brookfield, make a proxy-style disclosure of all of Mr. Carney’s compensation from all Brookfield entities from 2020 onward. Your shareholders, and the Canadian people, deserve to know.