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Today, for example, he’s already been to the gym (a busted knee in December and a recent hip replacement mean he can no longer run) and has blasted through the daily newspapers in the steam room. As a senior partner at Stikeman Elliott LLP in Toronto and head of its corporate governance group, he’s dealt with some governance issues in one client’s family business and some employment issues for another client, a public company. He’s got a meeting in an hour with the chair of the Ontario Securities Commission – which he chaired from 1993 to 1996 – to discuss some proposals around climate-risk disclosure. There’s a board meeting later in the afternoon, and class in the evening: Waitzer teaches corporate law, in a joint appointment between Osgoode Hall Law School and York University’s Schulich School of Business, where he directs the Hennick Centre for Business and Law. (He also lectures regularly at various Chilean university law and business schools; he’s on the advisory board of the Pontificia Universidad Católica de Chile’s corporate governance centre.) And then there’s the board presentation he’s putting together for Monday, the slew of articles he’s writing, a panel for accountants on auditor liability for negligence in court, the fellowships at the Centre for International Governance and Innovation and the C.D. Howe Institute, the committees, the charitable boards.

If you’re having trouble keeping track, that’s at least two, maybe three full-time jobs, down from four when he stepped down as chair of the LCBO in 2016.

Not to mention the seven adult kids to visit and keep track of, a brood that includes his five sons and the two daughters of his partner, Susannah Robinson, a vice-president at Edmonton-based utility company EPCOR.

And yet, Waitzer is relaxed and gracious during our conversation, as though he has all the time in the world to delve into the minutiae of why he’s receiving the 2018 Corporate Knights Award of Distinction at an event on June 7th – even if he seems genuinely diffident about the reasons he’s being honoured. “It’s because I’m getting old,” he quips, although at 64 it’s obvious that he has no plans to slow down anytime soon.

“Ed has more bandwidth than anyone else I know,” says pension fund guru Keith Ambachtsheer, director emeritus of the International Centre for Pension Management at U of T’s Rotman School of Management. He and Waitzer frequently collaborate on scholarship and action around pension reform.

The common thread at the heart of Waitzer’s diverse body of work might be characterized as a sustained counteroffensive against what he has termed a “compliance mentality”: following the rules, or “doing things right,” at the expense of doing the right thing.

“What Ed is putting out there is the very powerful, very simple notion that says that boards can’t simply follow a bunch of rules or check off a bunch of boxes and say, ‘If we do this and this, we’ve fulfilled our fiduciary duty,’” says Ambachtsheer.

Rather, Waitzer has spent much of his legal career advocating the kind of in-depth analysis that forces boards to consider more broadly for what and to whom they are accountable, as well as whether they sufficiently take into account their multiple stakeholders’ needs over the long term.

In the case of pension funds, for example, stakeholders might include retirees, the employer or employers, current and (crucially) future employees, and the communities in which they live and work, not to mention the built and natural environments and the people and places affected by supply chains.

“Ed has spent much of his life advancing the legal foundations for corporations and pension funds to better serve the public good,” says Corporate Knights CEO and publisher Toby Heaps. “He’s brought a high level of credibility to interpreting a complex body of law in ways that expand the concept of fiduciary responsibility and allow business leaders to use their power to better serve the interests of a wide range of stakeholders. He makes it less possible for a corporate or pension board to shut down, say, discussions about blackballing child labour or coal because, ‘We have a fiduciary duty to our shareholders.’”

Former MP Belinda Stronach has witnessed those traits firsthand during Waitzer’s long-time tenure as an advisor to Magna International, where she was a board member and later executive vice-chairman. In 2003, she recalls, Waitzer helped to engineer a solution that saw Magna split its automotive and entertainment operations into two companies in response to shareholder concerns.

“We needed a solution that was fair and acceptable to the shareholders, and Ed was very instrumental in helping to construct and arrive at the solution. It was a complex situation, with multiple and sometimes competing views and objectives, and he was and is always very thoughtful and principled and practical. He’s very good at taking into account strong contrary or different viewpoints and presenting an alternative, at aligning interests to find a good solution.”

Waitzer says his focus on the long term has absolutely been shaped by his role as a parent. “I’ve always been focused on institutional and social change, primarily from within the system. But the focus on intergenerational accountability is very much influenced not just by having but learning from my kids,” who are, in various ways, coming into their own as change agents, often at more grassroots level than their father: one son, for example, is a teacher; another, a community organizer.

“It’s the same reason I teach,” says Waitzer: “I’m lucky to have a bunch of smart, highly engaged kids in my classes who force me to rethink my assumptions annually.”

In those corporate law classrooms, Waitzer often finds himself teaching cases he’s worked on, including Magna and the landmark Supreme Court of Canada BCE buyout case, which held that board directors must take into account a broad range of stakeholders beyond a company’s immediate shareholders.

“When I start my corporate law course every year,” says Waitzer, “I say, ‘This is a history course. I can tell you what the law is today and we can talk about the trajectory of the law, but I can promise you that the law you’re going to be working with is going to be very different than what we’re talking about today.’”

What he doesn’t say, but what Waitzer’s more astute students will likely grasp, is that their teacher is not just teaching but actively shaping that future trajectory of the law and its impacts on society.

“Ed isn’t simply a thought leader,” says Ambachtsheer. “He’s involved in the whole spectrum from thought to action. He’s a respected academic on the one hand, and on the other he’s actually arguing [these things] in court in real time. Whether he’s on a board or in a courtroom, he actually gets in situations where he’s the change agent himself.”

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Today, the corporate lawyer and partner in the firm’s Toronto offices has a Pride flag on her desk. She’s involved in Blakes’ employee resource group on behalf of its lesbian, gay, bisexual, transgender and queer (LGBTQ) staff members. When she interviews law students interested in joining the firm, “almost everyone I speak with asks about diversity, regardless of their personal circumstances. And when we recruit young [LGBTQ] lawyers, they are, by and large, out in the recruiting process.”

When Smith tells new hires her story – how it took a good five years for her to feel comfortable enough to come out at work and to bring her partner to a corporate social event – “it doesn’t resonate. They just look at me, confused. They can’t imagine not being their whole selves at work.”

According to a recent report by Great Place to Work and Pride at Work Canada, business leaders across the country now recognize diversity – including that of sexual orientation, gender identity and gender expression – as a competitive advantage. The report notes that 85 per cent of organizations have a diversity team or person whose mandate explicitly includes LGBTQ employees, and 62 per cent have an LGBTQ champion at the C-suite level. Pride at Work Canada, which works with industry partners to foster LGBTQ diversity and inclusion in the workplace, had 50 partners in 2014, notes its executive director, Colin Druhan; today, it has 83. From the Big Banks’ sponsorship of Pride events to de rigueur LGBTQ employee resource groups to increasing coverage for gender-affirming surgeries (currently, 11 per cent of organizations offer such benefits to their transgender employees), the past decade or so has seen some visible gains in terms of LGBTQ rights in the workplace.

Those gains, in many ways, are uniquely Canadian. In contrast to the United States, where anti-gay discrimination is still legal in nearly 30 states, Canada’s LGBTQ populations have implied protections under Section 15 of the Charter. The Canadian Human Rights Act protects LGBTQ employees from employment discrimination; Bill C-16, currently awaiting Royal Assent, was put forth by the sitting Liberal government to update the act to include the terms “gender identity” and “gender expression.”

For all the positive change, however, cautions Druhan, there’s still much more to accomplish. A recent study commissioned by Telus found that one third of the 814 respondents (half of whom identified as LGBTQ) did not find their workplaces safe and inclusive for lesbian and gay employees; 45 per cent said the same for trans workers. Nearly a third of respondents said they had experienced or witnessed homophobic or transphobic discrimination or harassment at work – with fewer than 40 per cent of these incidents reported to employers.

While being out has arguably given more visibility and opportunity as leaders to employees like Blakes’ Smith or Kimberley Messer – who represents IBM Canada’s Global Diversity Business Development team focused on workforce diversity and LGBTQ markets – 35 per cent of respondents aren’t convinced that LGB employees have opportunities to be promoted to senior leaders; for trans workers, that number rises to 52 per cent. Perhaps for all of these reasons, nearly 60 per cent of LGBTQ respondents said they were not fully out at work.

And that takes its toll, particularly in highly intensive, competitive environments where teamwork is key. “Corporate law is a pretty intense practice,” says Smith. “I spend more time with my colleagues than I do with my partner or my family. And when you can’t be your whole self at work, that can have a negative impact not only on you but on team dynamics and morale.”

LGBTQ employees who are closeted face the stress of “constantly having to obfuscate” about their partners, their activities, their identities, says Sarah Kaplan, a professor at the University of Toronto’s Rotman School of Management and director of its Institute for Gender and the Economy. Those workers who are partially or even fully open about being LGBTQ still face the stress of mentally auditing each new situation for potential hostility; coming out to each new hire or manager; being misgendered; or choosing whether to correct a client who notices a wedding ring and asks about a gay man’s “wife.”

That accumulated stress, says Kaplan, amounts to a mental “tax” on LGBTQ workers. “Some percentage of their energies is being spent on constantly coming out or constantly being in the closet, and that means that they are not able to focus all of their energies on doing the job. If you’re an employer, you should be very worried about that.”

Indeed, having fully-engaged team players is one compelling business case for creating LGBTQ-friendly workplaces. As Smith’s experiences make clear, recruitment is another: the Telus study reported that 56 per cent of Canadians and 86 per cent of LGBTQ Canadians are more likely to consider working for businesses that support the LGBTQ community. Respondents also perceived LGBTQ-friendly workplaces as better corporate citizens, more innovative and more understanding of their customers’ needs. As IBM’s Messer puts it, diversity is a key driver of innovation – “and if we’re not innovating, we’re not going to be successful.”

What does it take, then, to create a corporate environment that truly welcomes LGBTQ workers? There’s a laundry list of best practices, says Druhan, from creating formal policies, training, offering LGBTQ-relevant benefits (including drugs related to HIV/AIDS and full coverage of gender-affirming surgeries), creating and supporting LGBTQ employee resource groups, and ensuring that inclusion efforts have visible support from an organization’s most senior levels.

While each organization will have different needs or priorities, Pride at Work Canada has identified some general gaps. These include a lack of gender-neutral language in policy, a dearth of established guidelines for transition in the workplace, insufficient training for managers in particular, and a real hesitancy to measure LGBTQ populations.

This last one, Druhan says, “is strange, given that employers want to see measurable results. When you implement policies and programs that support inclusion, you want to have ways to measure their impact. One of the best ways to do that is demographic surveys that indicate numbers of LGBTQ employees and their satisfaction with the workplace. Where are LGBTQ employees? Where aren’t they – where do you need to focus your efforts?”

Employers can even measure the change over time and numbers of employees who openly identify as LGBTQ or gender-non-conforming versus those who “prefer not to say.” “An increase in those numbers signals the development of trust that this is an organization where it’s safe to be out,” says Druhan.

Interestingly, notes Messer, IBM notices an uptick in people who self-identify as LGBTQ each time the company adds benefits or create policies relevant to them.

Clients concerned with their own inclusion efforts are increasingly asking for diversity statistics as part of their selection process, says Smith. “We simply need to have that information in order to be responsive.”

Whatever strategies an organization adopts, says Druhan, they need to be part of a systemic effort rather than piecemeal initiatives. “You can design applications, for example, that use gender-neutral language or don’t ask about gender or allow applicants to use their chosen names. You can do outreach efforts to get those applications into the hands of LGBTQ community members. But if you haven’t trained hiring managers on how to operate an inclusive hiring process, how to check their own implicit biases, those earlier gains won’t have an impact.”

Here, perhaps, lies the difference between diversity and inclusiveness. “Diversity is having a lot of different people around the table,” says Druhan. “Inclusion is making sure that everyone is included in the conversation, giving people who may not have traditionally had access the tools to have access to the conversation.”

In many cases, that means starting well before even the recruitment process – not only to graduate and professional schools, but even the undergraduate and elementary levels.

“There’s no doubt that the diversity of our legal team does not yet represent the diversity of our communities,” says Smith. “There’s no denying that, period. And yet we are only able to recruit the people who come from law school. And so efforts need to start at the law school level and even before then to create an inclusive space for people who have not traditionally gravitated toward corporate law.” In that category, Smith includes gay women (significantly outnumbered by gay men), trans people, people of colour and “people from racialized minorities who are not traditionally represented in law but who are greatly represented in our communities.”

Blakes, for example, participates in a number of pipeline initiatives that target undergraduate students who haven’t thought of law school as a place for them, or LGBTQ law students who aren’t sure that they can be out and successful in a corporate setting. Rotman, says Kaplan, is deeply focused on creating formal structures to support LGBTQ students, including partnering with U.S.-based LGBTQ advocacy group Reaching Out MBA (ROMBA) and creating fellowships for standout LGBTQ spokespeople. It has also established The Letters, a fast-growing club for LGBTQ students and their allies.

In the end, she says, a truly inclusive workplace will require deep, system-wide changes, to “back up that rainbow on the office door with real action.”

Explains Kaplan: “There’s something about the business world that is still particularly toxic to anybody who’s not a straight white man. And if you hire a whole bunch of diverse people into that kind of system, you’re not ever going to really include those people. If you really want to be inclusive, you have to change the design of the system. And that’s the part that is difficult, that is costly, that requires risk. But if organizations are interested in helping their employees to be fully actualized, they need to take more than symbolic action.”

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As an organization’s most important and visible decision-making body, boards are an obvious target for scrutiny when it comes to assessing gender diversity. For the record, the numbers indicate that parity is a long way off. According to Catalyst’s 2014 Census, women occupied 19.2 per cent of board seats at U.S. stock index companies and 20.8 per cent of seats at Canadian firms.

But in our ongoing focus on boards, are we missing out on what diversity at other levels can show us?

Corporate Knights’ Global 100 ranking methodology was changed several years ago to incorporate a diversity score that measures both board and senior management diversity. The majority of corporate and legislative efforts, however, continue to focus on the board side.

“I’ve wondered for some time why there’s such an exclusive focus on boards,” muses Jennifer Berdahl, who holds the Montalbano Professorship in Leadership Studies: Women and Diversity at the University of British Columbia’s Sauder School of Business. It may be, she says, because boards are subject to more regulation, because it’s generally easier to appoint a woman to a board than to have her hired in a C-suite position, or because board gender diversity is somewhat easier to track and compare.

But there are caveats to focusing too exclusively on diversity at the board director level. “When you appoint a woman to the board, she’s one of many voices around the table,” Berdahl points out. “A CEO or CFO is a singular voice, and therefore much more powerful – which might be why we see fewer women in these positions than on boards today.” In 2013 (the most recent year for which Catalyst has comparable data), women occupied 22.9 per cent of all senior management positions in Canada, while in the United States, women held a stagnant 14.3 per cent of executive officer positions at Fortune 500 companies.

Berdahl also points out that when women are a distinct gender minority on a board, they have less influence (although the opposite holds true for men). She points to research that shows that when boards lose a woman, they tend to replace her with another woman, thus perpetuating the idea that female members are there primarily to represent “the women’s position.”

Further, because boards are at the top of and relatively separate from the day-to-day running of the organization, their gender diversity may have less of an impact. “C-suite people,” Berdahl points out, “have much more influence over creating a work context and climate” that can lead to more support for and recognition of women’s capacity as leaders.

There’s no linear, one-way relationship between the numbers of women in executive positions and on boards, says Rachel Soares, director of research at Catalyst. While more women in the C-suite presumably gives rise to more female board candidates, it’s also true that companies with more women on their boards had greater representation of women at senior management five years later. What’s more, notes Soares, in these cases the women leaders are far more likely to be in the profit-and-loss positions that have been shown to be so valuable for CEO succession and board service.

Both researchers also point to the fallacy that lack of CEO experience is a valid reason for women’s underrepresentation at the board level. A 2012 Catalyst study, for example, revealed that more than 60 per cent of Financial Post 500 board directors do not have CEO experience. Still, women without that notch on their resumes are more likely than non-CEO men to be passed over for board positions, notes Berdahl.

One take-home is that companies and shareholders need to realize that the CEO title alone isn’t a competency for board service. Another, says Soares, is that organizations would do well to groom leaders beyond the (usually male-dominated) CEO successor shortlist for board service, by appointing women to their own or trusted external boards. “We see men benefiting from that relationship more often. But it is one tangible [strategy] that companies can put in place to really focus on the connection between women officers and women directors.”

In short, the relationship between women’s representation at senior management and board levels is complicated and intertwined. And while there may well be some benefit to teasing out the complexities of those relationships, Soares cautions against privileging one metric over the other. (In that light, it’s heartening that, in Canada, seven provinces and two territories have signed on to new requirements for listed companies to disclose representation of women at both board and executive officer levels.) The focus, she says, should rather be on widening the scope and advancing the topic of women’s representation in leadership positions throughout an organization.

Because we don’t need another study to confirm what we already know: that diversity at all levels is good for business.

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