Disagreement over handling of harassment report led to Banff Centre board dismissal

Internal disagreement over how to deal with a report concluding the board chair of the Banff Centre for Arts and Creativity harassed an executive ultimately resulted in the Alberta government firing all board directors and installing a single administrator to oversee the nationally cherished cultural institute, CBC News has learned.

Advanced Education Minister Rajan Sawhney announced the dramatic move in a news release late Thursday afternoon, without disclosing any reasons.

• Alberta government ousts Banff Centre board, taps administrator to review arts facility

However, tensions have embroiled the Banff Centre's board since late last year, when then-CEO Janice Price filed a workplace harassment complaint against chair Adam Waterous, sources familiar with the matter say.

CBC has agreed not to name these sources as they are not authorized to speak publicly about confidential matters.

Following an independent investigation of the Price complaint earlier this year, a majority of directors wanted the provincial government, which oversees the centre, to remove Waterous from the board.

That didn't happen. Instead, sources say those tensions reached the point that, on Thursday, Sawhney decided to dismiss all 10 board directors, replacing them with an oil executive and veteran cultural facility director to become Banff Centre's temporary one-man board.

She assigned Paul Baay to "review internal processes and policies at the Banff Centre and take on the responsibilities of the board of governors until a new chair and board can be appointed," the government announcement stated.

A stretch of turmoil

This is the latest in a lengthy stretch of turmoil for a centre that's revered internationally for its arts festivals and cultural training programs, spanning from film and theatre to classical music and literature.

After relative stability and growth for much of its 90-year existence, the centre has had four different CEOs in the last 12 years, including one who lasted only two years.

The COVID-19 pandemic financially walloped the institution and its lucrative conference-hosting business, leading Banff Centre to lay off hundreds of employees.

Price was winding down her eight-year tenure as Banff Centre's CEO when multiple sources say the veteran arts executive filed her human resources complaint against Waterous. He heads an oil and gas investment firm and is a principal of a proposed train line between Banff and Calgary.

The allegations of harassment stemmed from conversations the two leaders had about the appropriate levels of input Price could provide into the board's ongoing search for her successor. She alleged his cautions on this amounted to harassment.

A third-party investigation Banff Centre conducted into this found that Waterous's interactions with Price did constitute harassment, the sources say. The CBC has not seen a copy of the investigator's report.

Waterous told CBC News he also made his own allegations of harassment against Price that "the CEO made the harassment allegation in bad faith" regarding his protests that she was improperly intervening in a new CEO search, "and that her allegation constituted harassment."

Reached by phone, Price said: "The investigation of my harassment complaint was conducted externally, professionally, [and]resulted in the report that the board and ministry received," she said when reached by phone Friday.

"No similar investigation of Waterous's complaint against me ever took place to my knowledge." This was verified by another source.

In an email on Friday, a centre spokesperson wrote: "Banff Centre has an anti-harassment policy in place which is followed in the event there is conflict, including at the board level.

"Our policies also include Board confidentiality, and, to that end, we are unable to offer further comment."

Board was divided

According to Waterous, the board was split on whether to accept the investigation report on Price's allegations. The chair and some fellow directors questioned the governance processes that went into producing the report, but a majority of directors accepted the investigation report, a source says.

The board constitutes up to five members appointed by provincial cabinet, one from the federal government and eight others picked separately by the centre's board, although five roles were vacant before the board's mass termination.

In late April, weeks after the finding against Waterous, then-advanced education minister Demetrios Nicolaides told him in a letter that "you retain my full support as chair."

The then-minister also addressed the harassment allegations and investigation, noting that since Price was no longer CEO, an investigation into Waterous's complaint against her wouldn't occur.

"As you will recall, I have subsequently spoken to you about these matters and I am satisfied with your response," Nicolaides wrote in the letter, which Waterous shared with CBC News. "I believe this brings the matter to a close."

However, fellow Banff Centre directors continued to challenge the minister's support of Waterous as chair, sources say. Sawhney was appointed in June to replace Nicolaides in the ministry that oversees Banff Centre.

On Oct. 22, Waterous and his allies on the board wrote to Sawhney, the current minister, stating that the board was divided on multiple matters between its provincially appointed directors and the others. They suggested that she work to enhance corporate governance with the entire board, or replace it entirely.

Four days later, Sawhney appointed a provincial administrator to replace Waterous and every other director including the ones the province didn't appoint in the first place.

"This change offers an opportunity to focus on a refreshed future for the Banff Centre," Advanced Education Minister Rajan Sawhney was quoted as saying in the ministry news release.

It's a move similar to when Premier Danielle Smith sacked all the directors of Alberta Health Services last year and installed Dr. John Cowell to temporarily oversee the massive hospital agency and he still serves as a one-person-board nearly a full year later.

She had offered several criticisms of AHS management during the COVID-19 pandemic and afterward, and used that as her rationale.

The provincial government did not provide comment by publication time to a series of questions on the Banff Centre board's ouster.

In a statement, current centre CEO Chris Lorway said the facility will continue running its arts and leadership programs as normal.

"This announcement is strictly linked to governance improvement, not financial, management or programmatic matters," Lorway said.