Corporate Governance Consulting Services in Ontario and Across Canada

Boards rarely engage a governance consultant because governance is going well. In our experience the trigger is almost always one of these seven:

If more than two of these describe your Board, it is usually the framework holding things back rather than the people around the table. That is good news, because frameworks are considerably easier to change than people.

Every engagement is scoped to the Board. That said, most follow a recognisable arc.

Phase 1: Discovery and Document Review

We read what the Board actually governs with: articles and by-laws, Board and committee terms of reference, the policy register, the last twelve months of agendas, packages and minutes, the Board calendar, and the skills or composition matrix if one exists. Reading minutes is the fastest way to see how a Board really spends its time, as opposed to how it believes it does.

Phase 2: Interviews and Observation

Confidential conversations with Directors, the Chair, the CEO and, frequently, the executive team. Our commitment to confidentiality is absolute, and we are explicit with every participant about how their comments will and will not be attributed before a single question is asked. Where it is useful, we also observe a Board meeting directly. We know that can feel exposing, and we approach it with care. It is also, consistently, the most informative hour of the engagement.

Phase 3: Findings Against a Standard

We measure what we found against an external reference point rather than against opinion. Which standard depends on the organization. See the standards section below.

Phase 4: Recommendations and Prioritization

A recommendation set that separates what is required, what is best practice, and what is optional, sequenced realistically. No Board can absorb thirty changes in a year, and we would far rather see five carried through than thirty filed.

Phase 5: Implementation Support

Drafting or redrafting Board and committee mandates, position descriptions, the policy framework, decision authority matrices, the Board calendar, and the composition matrix. Where the Board wants it, we stay through the first cycle to see the framework used rather than filed.

Phase 6: Education

New frameworks fail when Directors do not understand why they changed. We build Director education into most engagements rather than treating it as a separate product.

There is no standard price, and we would be cautious of any firm that quotes one before understanding your Board. Cost is driven by five things:

A focused governance review for a mid-sized Board typically runs a few weeks from kickoff to findings. A full review-and-rebuild engagement runs a quarter or more, because the Board has to meet between phases and Board calendars set the pace.

We do not publish a price list, and the reason is straightforward. Those five factors vary so widely between Boards that any figure posted here would be wrong for most of the organizations reading it. What we can tell you is that we scope every engagement before we quote it, so the number you receive reflects your Board rather than an average of everyone else’s.

A scoping conversation takes about thirty minutes. We will ask about the size of your Board, your committee structure, what has prompted the review, and what you need to have in hand when the work is finished. You will come away with a clear sense of the shape and the length of the engagement, whether or not you decide to work with us.

The terms overlap and are often used loosely. The distinction that matters in practice is scope.

Corporate governance is the whole system: the relationship between owners or members, the Board, and management. It covers the legal framework the organization operates under, disclosure and reporting obligations, risk oversight, executive compensation, and how authority flows from shareholders or members down through the Board to the CEO.

Board governance is the narrower question of how the Board itself functions: its composition, structure, meeting practice, committee design, information flow, and effectiveness as a decision-making body.

A corporate governance engagement usually contains Board governance work. The reverse is not true. If your concern is that Board meetings are unproductive or that Directors are not contributing, that is Board governance. If your concern is that nobody is certain where the Board’s authority ends and the CEO’s begins, or whether your framework still satisfies the statute you incorporated under, that is corporate governance.

For board-level work specifically, see our board governance practice.

Recommendations are only credible when measured against something external. These are the reference points we use most, chosen according to how the organization is incorporated and regulated.

Ontario Not-for-Profit Corporations Act (ONCA)

ONCA came into force on October 19, 2021, and the transition period for corporations previously governed by the Ontario Corporations Act ended on October 18, 2024. Ontario nonprofits that did not transition are now governed by ONCA regardless, which means some Boards are operating under a statute their by-laws were never written for.

ONCA requires a minimum of three Directors. Directors and officers must act honestly and in good faith with a view to the best interests of the corporation, and must exercise the care, diligence and skill that a reasonably careful person would exercise in comparable circumstances. Directors must promptly declare conflicts of interest and ordinarily cannot be present for the discussion or the vote. Where a corporation did not pass its own organizational by-law within 60 days of incorporation, a default by-law applies. Public benefit corporations with annual revenue above $500,000 require an audit.

In practice, the most common finding we see in Ontario nonprofit governance reviews is a by-law that was compliant under the former Act and has not been revisited since.

National Policy 58-201, Corporate Governance Guidelines

For reporting issuers, NP 58-201 is the reference framework. It recommends a majority of independent Directors and an independent Chair or lead Director (s. 3.1), regularly scheduled meetings of independent Directors without management present (s. 3.3), a written Board mandate (s. 3.4), comprehensive orientation for new Directors and continuing education for all Directors (ss. 3.6–3.7), a written code of business conduct and ethics (s. 3.8), and a nominating committee composed entirely of independent Directors (s. 3.14).

Section 3.18 is the one we see honoured least completely. It calls for regular assessments of the effectiveness of the Board, of each committee, and of each individual Director. In our experience, many Boards that conduct an annual evaluation are running a whole-Board survey and stopping there.

Non-reporting issuers are not bound by NP 58-201. We still use it as a benchmark for private and nonprofit Boards, because it is the most widely recognized statement of Canadian governance practice and because funders, insurers and prospective Directors increasingly measure against it.

National Instrument 58-101, Diversity Disclosure

Non-venture reporting issuers disclose the representation of women on their Boards and in executive officer positions under NI 58-101. Corporations incorporated under the Canada Business Corporations Act carry broader disclosure obligations covering Indigenous peoples, persons with disabilities and visible minorities.

A note on currency, because governance content on this subject is frequently out of date: the CSA proposed expanding these requirements in April 2023, and on April 23, 2025 announced it was pausing that work along with its climate-related disclosure project. The existing obligations continue to apply. Boards should plan against the rules in force, not the proposals.

FSRA Expectations for Ontario Credit Unions

Ontario credit unions and caisses populaires are supervised by the Financial Services Regulatory Authority of Ontario under the Credit Unions and Caisses Populaires Act, 2020. FSRA’s Risk Based Supervisory Framework treats the Board as a critical oversight function and assesses Board effectiveness across mandate and responsibilities, size and composition, committee structure, practices and expertise, and performance assessment. It also expects oversight functions to have sufficient stature, authority and independence from operational management, with unfettered access and a functional reporting line to the Board or the appropriate committee.

Credit union governance is a specific competence and not every governance consultant has it. Satori has advised in the credit union and financial services sector for years, including analytics work with credit unions, and this is one of the areas where sector familiarity materially shortens the engagement.

Emerging Area, AI Oversight

Boards are increasingly being asked what oversight they exercise over artificial intelligence in their organizations, and there is currently no single Canadian statute that answers the question. The federal Artificial Intelligence and Data Act did not proceed when Parliament was prorogued in January 2025. Ontario has moved furthest of any province, passing the Enhancing Digital Security and Trust Act in 2024 with regulations still pending, and in January 2026 the Information and Privacy Commissioner of Ontario and the Ontario Human Rights Commission jointly published six principles for responsible AI use: accountability, transparency, fairness and non-discrimination, privacy by design, human oversight, and redress.

For most Boards the practical question is not compliance yet. It is whether AI use in the organization is visible to the Board at all, and which committee owns it.

Five questions worth asking any firm you are considering, including us.

Satori advises Boards across sectors, with particular depth in:

We are based in Dundas, Ontario, and we work with Boards across Canada and internationally. Wherever your Board sits, we take the time to understand your sector before we suggest anything.

Satori Consulting Inc. is a Canadian-owned management consulting and leadership development firm based in Dundas, Ontario. We have advised Boards on governance since 2004.

Governance work here is led by a Certified Director. Sandi Verrecchia, Founder and CEO, holds the C.Dir (Certified Director) designation along with an MBA, the CMC (Certified Management Consultant) designation, and MCC (Master Certified Coach) credentials, with over 20 years advising Boards. That combination matters for this work specifically: the governance designation covers the framework, and the coaching credential covers the part of governance that is actually about people.

We sit where the work happens. We frequently serve as non-voting members of nomination committees, supporting Director interviews and selection directly rather than advising from a distance.

We measure against external standards, not house opinion. Every finding we issue is traceable to a statute, a regulator’s published expectations, or a recognized governance policy.

We build for handover. The measure of a good governance engagement is a Board that is confident carrying the work forward without us.

“Think of the Board as sitting in the crow’s nest on the main mast of a ship with a view to the future, while the CEO and staff work in the day to day of steering the ship. We believe that the Board’s role is strategic oversight and risk, and that they should be spending 70% of Board meetings focused on strategy and risk-based discussions, and 30% on operational components.”

Sandi Verrecchia, MBA, CMC, MCC, C.Dir. Founder and CEO, Satori Consulting Inc.