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 The Directors Chair
Ani Hotoyan-Joly

The making, and makeup, of a director

In The Directors Chair with David W. Anderson: Up front about her passions for learning, for
service and for paying the benefits of her opportunities forward, Ani Hotoyan-Joly shines a clear
light on the path shes taken to a directorship career
Photography by Jeff Kirk

Its often said that the benefits of a diverse board show up in the quality of its
decision-making and in the range of opinions expressed in coming to consensus
on different issues. What that looks and sounds like at the individual director
level comes clear in the following interview with director and former financial
executive Ani Hotoyan-Joly. In conversation with governance and leadership
adviser David Anderson, Hotoyan-Joly outlines the unique experiences and
lessons that marked her education and upbringing, the values imparted, and
how theyve informed both the route shes taken in becoming a director and
the mindset she brings to the job. At one point, Hotoyan-Joly notes, Some-
times you need to say something when that something is the one thing no one
wants to say. Its a truthful comment and a character trait that every board
needs in abundance around the table.

Ani Hotoyan-Joly
Current director roles
Ontario Power Generation Inc.; Womens College Hospital; Armenian
Relief Society Roubina - Toronto Chapter (also treasurer)
Former director
Echelon Financial Holdings Inc.; Insurance Co. of Prince Edward Island; International Womens Forum Canada
(also national treasurer)
Former executive roles
Principal, people processes and chief financial officer, Coventree Inc.; chief financial officer, Swiss Re Canada (P&C);
vice-president, finance Zurich Canada
Education
B. Comm., University of Toronto; CA, CPA; ICD.D
Honours
kDiversity 50 Canadas Most Diverse Board Candidates 2016

Age when first became a director
46
Years of board service
8

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David Anderson Beginnings and endings have special significance.
The origin story of your family shaped your worldview and con-
tinues to motivate you. How has this affected your directorship?
Ani Hotoyan-Joly I was born in Aleppo, Syria, my grandparents having
moved there as a result of the Armenian genocide. In 1975, my family
immigrated to Canada when my dad realized there was no future for
us in Aleppo. Where would I be today otherwise? Probably one of the
refugees we are helping today. Coming here I was free to get a fantastic
education, follow my curiosity and say, Yes, to opportunities. I am
the first person in my family to graduate from university. I am educat-
ed because of the sacrifices of my parents and my brother and the posi-
tive influence of great teachers like Mrs. Lister who, when I was 16,
made me like accounting so much I chose the accounting profession.
So I go out of my way to help others learn, to speak up for others
and to give them chances to succeed. I take my role as a director very
seriously, spending a great deal of time listening and learning so I can
live up to the great responsibility boards have to lead. Looking back
at where I came from, I think I see why I like to be a spokesperson,
to work hard to have a credible voice and to represent the interests of
others.
David Anderson Organizational culture is often affected by the val-
ues directors bring to the table. Whats important to you that you
try to influence in organizations?
Ani Hotoyan-Joly I work hard at maintaining a balanced life, centred
on community, career, culture and connections. These four Cs
have kept me grounded. When I participate on a board, these four Cs
encourage me to advocate for mentorship and the development of
leaders. They give me courage to talk about values in business and to
respect the process of governance that builds credibility into decisions
and the work of our people. That grounding allows me to speak my
mind even when others seem not to welcome my views. Sometimes
you need to say something when that something is the one thing no
one wants to say.
David Anderson Given your education as a CA and CPA, and your
executive experience as VP finance at Zurich Canada and CFO at
Swiss Re Canada, the move to an executive HR role at Coventree
Inc. might not seem intuitive. How did that happen?
Ani Hotoyan-Joly Its actually a pattern for me, in that I made several
career choices without having all of the requirements in the job de-
scription. Moving from Deloitte to Zurich to become a tax manager,
I knew nothing about insurance tax or insurance companies. I just
knew that I would learn and excel. I brought that attitude to Swiss
Re, not knowing a lot about reinsurance. Finally to Coventree, where
I was asked to build the HR group when I knew next to nothing about
HR. I immersed myself in everything HR and helped build a wonder-
ful team. Across these companies and at every level, I was given the
opportunity to do something new, to learn and be part of something
amazing. Facing opportunity and challenge, I say, Yes. Curiosity,
flexibility and persistence pay off.
David Anderson When did you first imagine yourself to be a
director?
Ani Hotoyan-Joly At Zurich as corporate secretary I attended board
meetings and helped with board administration. James Fleck, Giles
Meikle and other board members were masterful. At Swiss Re, as the
The Directors Chair
Ani Hotoyan-Joly
CFO of the P&C company, I answered to the board on financial mat-
ters. I admired one directors contribution and thought maybe I will
be like her one day.
David Anderson Once you saw the opportunity of directorship,
how did you navigate from the executive suite to the boardroom?
Ani Hotoyan-Joly I found a way to contribute my knowledge of both fi-
nance and governance, gained as an executive, to boards in the not-for-
profit sector, aiding two organizations that mean a great deal to me.
To help women become represented in positions of decision-making
authority and exercise our leadership well, I became treasurer of the
Toronto Chapter and then national treasurer of the International
Womens Forum Canada. Focusing within my Armenian commu-
nity, on the common goal of education, I became treasurer and then
chair of ARS Armenian Private Schools board of trustees, the largest
Armenian-Canadian trilingual and bicultural day school in Ontario.
Almost a decade of service to these not-for-profits, and my cur-
rent board involvement with the Armenian Relief Society Roubina
- Toronto Chapter, shaped me. I loved seeing evidence that I was mak-
ing a difference, helping to move the board agenda forward and being
appreciated for it. The commitment in time and energy to be effec-
tive as a director is enormous. Given the importance of board work, I
formed the view that if you cant be fully engaged, you shouldnt take
up a seat at the table. These positive experiences convinced me to
make directorship my next career goal.
I grew up in a family where volunteering
was a way of life. You lose something of
yourself when you stop giving back. With
directors and prospective directors, I
take time to share my views and give
encouragement.
David Anderson More and more executives and directors on not-
for-profit boards express a desire, as you did, to join a corporate
board. How did you make that happen?
Ani Hotoyan-Joly While at Coventree, some colleagues took the
Institute of Corporate Directors (ICD) director education program.
I saw that this provided the best opportunity for me to prepare to use
my skills on boards. I took the ICD course and through ICDs director
register, I got connected to Echelon Financial Holdings. I benefited
from several factors in being nominated and elected, beyond the direc-
tor training and registry. My industry experience in financial services,
my education and executive experience in finance and accounting,
my initiative to go for yet another learning opportunity, and being a
woman all helped get me the interview. But being the right person on
paper gets tested quickly at the interview, showing you can do the job,
and then, in fact, once on the board. Building trust and rapport early
helped establish meaningful connections.
David Anderson For many years, a comply-or-explain approach
was seen as the best way to increase the representation of women
on boards of public companies. Of late, this has lost favour to a
mandated approach of quotas. What do you advocate?
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Ani Hotoyan-Joly The rationale for diversity is well known. Business
has moved too slowly and a quota for public companies is justified.
There are real reasons and there are excusessometimes one and the
samesuch as a low percentage of female executives in some indus-
tries. You dont have to be in mining to be on a mining board. You need
business experience and judgment. For a board to be effective, busi-
ness, industry and governance expertise are required.
Organizations need to accept there is a problem and find solutions
that are intentional and comprehensive. Any new director, regardless
of gender, who is without industry knowledge needs to take courses
and get up to speed. How boards work has to change, too, so that dis-
cussion is elevated to a governance level. Theres no question this path
is harder, but its how we will bring the best out of each other.
David Anderson Have you experienced being appointed a director
in part because of your gender, not just your intellect, skill and
experience?
Ani Hotoyan-Joly When a woman gets appointed to a board, she has to
prove shes the right person no matter what. If you fail youre letting
everyone down. I feel this pressure to work hard and prove myself.
Women have been held down for a long time, so there is strong mo-
tivation for change. As a mother of two sons, though, I worry about
them: what about their career progression? We talk about women all
the time and we assume men take care of themselves. I think we risk
leaving a lot of people behind. I think that as women get on boards we
need to take on board leadership roles. We will learn and as we do, we
need to be role models to others, young women and men, who can see
themselves in us.
David Anderson Sharing your experience and even your love of
learning are things you emphasize in your life. How are you doing
these things at this stage?
Ani Hotoyan-Joly I grew up in a family where volunteering was a way
of life. You lose something of yourself when you stop giving back. I do
a lot of mentoring of younger women to help them unbundle their
thought process as they consider their personal and professional lives.
Younger women need to see women being successful. Of course this
is true of young men, too. With directors and prospective directors,
I take time to share my views and give encouragement. Recently I
served as director-in-residence at an ICD human resources and com-
pensation committee seminar. I take these things very seriously and
prepare for a long time.
David Anderson Based on your experience with boards both as an
executive and director, what are some of the lessons you share
with others?
Ani Hotoyan-Joly There are seven lessons I like to share. I think my
observations are general enough to be recognizable to many directors,
so we have to ask ourselves why they recur with such frequency across
all contexts.
First, understand your business or dont be in it. This is particu-
larly true when overseeing a business at distancegeographically
and culturally. Distance equals risk. When things go south, it eats up
everyones time, ties up capital, puts value in jeopardy and constrains
options in your core business.
Second, be wary of fast success. When you put too much credence
in early, fast wins, it diminishes your appetite for oversight. We can
The Directors Chair
Ani Hotoyan-Joly
be driven by greed and lulled into focusing on the wrong metrics. If
trouble comes, you will get caught out just as fast.
Third, dont tolerate executives who disrespect the board. Sometimes
executives do bad things, lying, self-dealing and disregarding requests
and direction from directors. Have good talent management and busi-
ness metrics to understand performanceand act firmly.
Fourth, dont fear the indispensable executive. When a board
thinks it is dependent on one person for specialized business judgment,
contacts or sales, it is trapped. Boards become weak, hijacked by their
sense of risk and lack of knowledge. Then youre operating on blind
faith, unable to provide real oversight. Trust is not a strategy.
Fifth, resist directors with an agenda. Agendas distort board dynam-
ics and come in many forms, from an overbearing director who sucks
up the oxygen and closes others down, to a large shareholder telling you
what they want, implicitly letting you know your seat is on the line, to
chairs who manipulate consensus with side deals, framing issues as if
Dont fear the indispensable executive.
When a board thinks it is dependent
on one person for specialized business
judgment, it is trapped. Boards become
weak, hijacked by their sense of risk and
lack of knowledge.
everybody already agrees. It feels like you dont have a choice when the
board is moving in particular direction or when the board de facto dele-
gates decisions to one director who claims insight. You do have a choice,
and others likely share your concern.
Sixth, board education is essential. Individuals must take control of
their learning and push themselves to study, or be left behind. Remain
current or leave. For the board as a whole, site visits are a must, to meet
people on the groundcustomers and employeesto understand
where they go, what they do and why.
Finally, refuse to let expediency rule decisions. We say we respect
process but we throw it out when we see the outcome we want.
Structure and process cant guard against ill-intentioned, poorly in-
formed or lazy directors. However, there is no substitute for the hard
work of creating and sustaining good governance structure and pro-
cessfrom recruiting to strategy to decision-making. Its a hard-to-
avoid trap: justifying a one-off action because you see the result you
want and know you can get it. This thinking ignores the longer-term
implications of getting used to taking short cuts. Over time, it leads to
a loss of discipline, focus, accountability, integrity and performance.
In the end, I only ask others to do what I do myselftake positive
steps within my circle of control, look for ways to contribute, and
say yes to opportunities when you can manage the risks.
David W. Anderson, MBA, PhD, ICD.D is president of The
Anderson Governance Group in Toronto, an independent
advisory firm dedicated to assisting boards and manage-
ment teams enhance leadership performance. He advises
directors, executives, investors and regulators based
on his international research and practice. E-mail:
david.anderson@taggra.com. Web: www.taggra.com
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