The Last Canadian Knight

by Gordon Pitts

  In 1995, Martha almost died on the side of a road after a horrific auto accident. The Jodreys and their two sons were coming home from a Christmas concert when a woman, apparently bent on suicide, threw herself at their car. She came crashing through the windshield, striking Martha. The woman was dead and Martha was alive, but barely, and destined for a string of serious operations. “It changed everything,” Martha says. The hitherto sacred family business was just a bit less hallowed. By the time the restructuring came, the couple were in their mid-sixties and their priorities had shifted. Health and travel loomed large in their lives, as did volunteering and philanthropy. Their two sons were on their own paths, with one working inside the family business. “We had a whole other life,” Martha says.

  So Bruce and Martha Jodrey went to Graham Day’s house in Hantsport, and he listened. Bruce knew that, if he stayed in, he would never be able to retire: a family business does not provide an avenue for true retirement. He also knew his father John would be bitterly disappointed that their branch would not carry on. But he and Martha would always be wondering why they didn’t seize the chance to devote themselves to what they cared about the most. Day told them it was okay to feel this way. “It was helpful to talk to someone somewhat at arm’s length to give you the advice that makes sense,” Bruce says. In the end, Bruce and Martha chose cash and securities. It was a major step in the unravelling of the Jodrey empire. Bruce has thought about it a lot since then, but, now in his mid-seventies, he knows he did the right thing.

  Even though Day stayed out of the way of the team, he was constantly informed, never meddling, but interceding with a family member if he or she needed to talk. There would be aspersions that Day was favouring one side or that he personally wanted to take over the company. But he shrugged off the emotion and kept the outcome ahead of him. In the final analysis, Day says, “I believe I was trusted and I didn’t have any skin in the game.” George Bishop remembers Day would often take him aside and coach him quietly. “If you weren’t being sensible, he’d be the first to tell you. It would come out in friendly conversation, a comment like, ‘Maybe this is not a good idea because….’”

  John Roy says Day did three things right. First, he was astute enough to know something had to be done to break the impasse. “Inertia is an awful thing sometimes,” Roy observes. Second, he put a team together he had faith in. And third, he allowed that team to do its own thing. “He was intellectually several steps ahead of us, but allowed us to get there our own way. He is a pretty clever man.” Day even coined a name for the project: Rubicon, the river of no return in Julius Caesar’s advance on Rome to overthrow the republic. This was a Rubicon, because the Jodreys could no longer maintain the status quo.

  Once Roy and Dickson knew there was going to be a negotiation, they shifted to making sure the right information got into everyone’s hands at about the same time. Then the two men took on the role as facilitators, trying to get a deal.

  There was another shadow looming in the background: a litigation against CKF regarding its use of trademarks, including its brands of paper plates called Chinet or Royal Chinet. The original Maine company with which Roy Jodrey had negotiated use of the trademarks in 1933 had become part of a Finnish group, Huhtamaki. The new owner wanted to enter the Canadian market by selling directly to retailers under the name Chinet. But CKF blocked the entry, asserting it had exclusive Canadian rights to the brand. It set off a complex intellectual property dispute in which Day played a pivotal role. He could see the potential threat to the reorganization of the Jodrey assets. When the lead lawyer at Stewart McKelvey was appointed to the Supreme Court of Nova Scotia, Day decided that a young lawyer, Daniela Bassan, should lead the CKF side. Another product of the Graham Day School of Championing Young People, she succeeded masterfully.

  The Finnish company had sued CKF in Maine and Ontario, as well as in Nova Scotia, but the Canadian company got these other actions thrown out, arguing that Nova Scotia was the proper jurisdiction. After months of back and forth, the other side withdrew. The plaintiffs received no compensation, had to absorb their own costs, and were not able to enter Canada to manufacture or to sell. Day had spent a lot of time thinking about the litigation’s potential effects, knowing a negative result could dramatically undermine valuations and distributions.

  Meanwhile, the Great Jodrey Breakup was nearing the end. In the final marathon negotiation, the various interested parties were sequestered in six or seven meeting rooms at Stewart McKelvey’s Halifax offices, with Dickson and Roy moving back and forth. Then they all came together in a big room to hammer out the deal. There were tears and cheers. The Bishop branch got the paper and manufacturing assets, led by Minas Basin and CKF, which remained the core of a newly reconstituted Scotia Investments. The Hennigars got real estate, nursing homes, and waste management. Perhaps the most serious sticking point was the fate of High Liner. Based on the valuations, it ended up in the Bishop camp, but the Bishops needed cash to pay off departing shareholders, and could not afford to keep it. They expected they would have to sell it to fishery players outside the family.

  It was an emotional issue. High Liner—once called National Sea Products—is the heart and soul of Nova Scotia’s fishery heritage; Roy Jodrey first invested in it in the 1940s. After Ottawa proposed nationalizing the company in a 1980s fishery bailout, David Hennigar, a passionate free marketer, stepped forward with a private sector control bid on behalf of the Jodrey family, with support from the Sobeys. Over twenty-five years, with Hennigar’s stewardship and under capable management, National Sea Products weathered the collapse of the cod stocks and the lurching volatility of fish markets. The company made a wrenching decision to get out of fishing and focus on being a branded, value-added processor known as High Liner, with sharply fewer plants and employees. Headed by Henry Demone, the son of a fishing fleet captain, it made hard choices, and the company was rewarded with strong performance in a very tough business.

  Now it was in danger of passing out of Jodrey hands, and Hennigar was intent on avoiding that. He felt the company was undervalued and he clearly loved the business. So he made a pitch for High Liner, and he was given a tight deadline to arrange financing. The deadline rankled a bit, but Hennigar had prepared for this eventuality. “I had already started with financing a couple of months earlier and we had a bank ready to say yes,” he recalls. So he bought the control stake. It was a good move: the stock took off, and Hennigar made immediate paper profits before the price slipped back a bit.

  “Who deserves it more than David? Because he was the guy who saved it,” George Bishop says, adding, “we couldn’t afford to keep it.” In the end, Hennigar takes a realistic view of the outcome of the negotiation. “Everybody was equally unhappy, which is probably not bad,” he says. Although he still has some issues with Day, he admits: “I don’t think without him there it would have happened.” Hennigar personally thanked Day for his role in getting an outcome. “I give him full marks for doing things; I didn’t always agree with how he did them.”

  Archie MacPherson remembers that, at the end of the transaction, there was a get-together dinner. Everybody got a bottle of wine labelled Rubicon. But Day knew the painful odyssey of the Jodrey family was not over. When the two-year reorganization exercise ended in 2011, he felt only a handful of shareholders truly grasped the reality of what they had done. Now the split-off businesses faced the next stage of family ownership as investors.

  Day had been paid the director’s fee of $50,000 a year—nothing extra as chairman or for his work on the reorganization. However, when some business friends were setting up a scholarship program in Day’s name at Dalhousie’s school of management, a number of the Jodrey and Bishop families made meaningful contributions.

  One of Day’s hopes was that George Bishop would give up his CEO’s duties at Scotia Investments and hand them over to Archie MacPherson, the very capable chief financial officer. Bishop agreed, but he wanted
Day to stay around a while longer on the board. The older man demurred. Bishop remembers his words: “I don’t want to be reading another annual report on the way to my funeral.” Day was pulling back a bit. His three grandsons—Mike’s two boys, Zachary and Harrison, and Deborah’s son Alastair—were growing up. He and Ann were enjoying life in their Cape Cod, with his vast, book-lined basement study.

  Day resigned from the Scotia Investments board on March 31, 2011. He left behind a board of eight: four independent and four family members. As of this writing, Bishop is chair, but he does not have a vote. He has persuaded his daughter Kristen to take his voting place on the board. One of Bishop’s first acts in the post-reorganization world was to preside over the closing of Minas Basin Pulp and Power’s board plant in Hantsport, with the loss of 140 jobs: after eighty-five years, Roy Jodrey’s little mill had become uncompetitive. Bishop made the unusual decision to help a local photographer put together a book paying tribute to the mill, its people, and history. It is rare for a company closing a plant to pick so publicly at the scab of failure, but the Jodrey family felt a reverence for the business, which had meant so much to the Annapolis Valley. The book, with its employee photos and memories, does not pull punches—there are some remarks about questionable investments—but underlying it all is a tone of mutual respect and regret.

  For George Bishop, it is part of the stewardship of a business family in its community. Meanwhile, the CKF business is thriving: the company has diversified into medical supplies and has a broader national presence, with plants in Ontario and British Columbia. David Hennigar has been busy since the breakup. His family sold the waste management and nursing home assets, and ended up focusing most intently on real estate and High Liner, the decision to scale back reflecting David’s sombre view of the world and its economic prospects. George and David are no longer partners in business, but as family they are linked forever. Their acceptance of that reality, combined with a determination to move on, is Graham Day’s achievement.

  Chapter 21

  One Man, Four Acts

  All the world’s a stage,

  And all the men and women merely players;

  They have their exits and their entrances,

  And one man in his time plays many parts.

  — As You Like It

  Act One: London, late October 2015. Fall’s shadow descends on the city as the days get shorter and the wind blows more fiercely. But in Westminster Abbey, there is only colour and pageantry as 2,200 people gather to commemorate the six hundredth anniversary of a battle in a mucky French field.

  Graham Day is here on this day, celebrating the Battle of Agincourt in 1415, one of the moments in history that crystallize the survival instincts of the English people.

  Dunkirk. The Somme. The Spanish Armada. Agincourt.

  The man who so proudly wears his status as a Canadian knight is drinking it all in as the sword of the English commander, Henry V—his bones buried in this very building—is carried through the abbey. Graham Day listens to ninety-year-old actor Robert Hardy, whose signature roles are as Winston Churchill and a country vet, read from Shakespeare’s Henry V, describing the “creeping murmur and the pouring dark” on the night before the battle.

  Day is attending as a member of the council of the Imperial Society of Knights Bachelor, the order of knighthood to which he belongs. The Knights Bachelor can be traced back at least as far as the thirteenth century. “Theoretically, our forbearers were at Agincourt,” he says later, explaining why the council members are present in their robes as part of the procession.

  Sir Graham Day, Knight Bachelor, did not earn his honours on a soggy field of battle, but in the shipyards and car factories of urban Britain—and in the parlour of a prime minister, just steps away from this abbey. But he loves being part of the thread of history extending back to a bloody battle in northern France. Like many assembled in the old abbey—even someone with proud Canadian roots, and so modern in his thinking—Day has the capacity to live in the present and the past at once. It is the English way, and he feels it deeply.

  ---

  Act Two: 180 miles to the northwest. Tourists are clustered on the ferry that will transport them over the Mersey estuary. As they move away from the Liverpool docks, the sweet voice of Gerry Marsden streams from the loudspeaker, crooning the 1960s megahit “Ferry ’Cross the Mersey.” The boat leaves behind the cultural hothouse of downtown Liverpool, whose museums mix memories of the glorious maritime past with tributes to the British rock and roll explosion of the 1960s and 1970s.

  On the other side, truly ’cross the Mersey, the passengers’ eyes are drawn on the left to a big grey box structure with two wide openings. This is the modern production hall of Cammell Laird, and it dominates much of the Birkenhead shoreline, just as the shipyard’s cranes and sheds have dominated that shore since 1828. But the production hall is a recent addition, hailing from the 1970s. It is another piece of the legacy of Graham Day, one of the tangible reminders of his impact as a transatlantic business figure. In Liverpool, his story is that of a modernizer who tried to liberate the shipyard from its past. In this and his other big British jobs, Day strove to save an economically besieged country. No Canadian has ever had such impact in Britain as a force of nature who helped lead a revolution, who saved companies and jobs in diverse industries—not without controversy—and retained his lustre as a capitalist hero.

  ---

  Act Three: Halifax, Nova Scotia, a week later. Three thousand miles west of Liverpool, the mastermind behind the Cammell Laird production hall sits in the sleek offices of Stewart McKelvey, with a view of another ferry, the one that transports commuters across the harbour between Halifax and Dartmouth, the birthplace of his beloved Ann. Graham Day thinks about the twists of fate—the serendipity—that carried him from a boyhood in this town, on to Montreal, Toronto, Tokyo, Liverpool, and London, and now back to this boardroom, an hour away from his house in Hantsport.

  Around him, Stewart McKelvey lawyers march about with a sense of purpose in their serious strides. They stop occasionally to pass the time of day with their elder statesman, now eighty-three and still a storehouse of stories and epigrams. He tells them of his latest trip to London to see the Agincourt ceremony. The tone is respectful and warm. These young men and women of a giant law firm are among Day’s most enduring legacies, but there are other people, too. Looking beyond these offices to nearby Dalhousie University, and beyond that to Stellarton, Toronto, and Montreal, his impact is reflected in the next generation of leaders in classrooms, boardrooms, and executive offices.

  “Leaders in business are judged by the people they leave behind,” Day would often say. And he will leave behind an ocean of talent, whose impact will long survive the great grey production hall.

  ---

  Act Four: A boardroom in Toronto. Any fan club for Graham Day would be headed by Michael Donovan, who runs DHX Media, a company that has burst out of Halifax to become the largest independent holder of digital children’s content in the world outside the major studios. Still based in Halifax, but present everywhere that kids watch shows—Teletubbies and Caillou are part of its stable—this business would be the last of Day’s public company boards.

  Donovan is a serial entrepreneur who, with his brother, founded one of the pillars of Canadian TV, Salter Street Films, the producer of comedic icons This Hour Has 22 Minutes and Codco. After he sold Salter Street in 2001, he found an international vision for his next venture: to become a go-to source of children’s viewing for the digital age. But he needed capable directors. When Day was invited to join the board of the new company, he said he knew nothing about the digital content business, let alone children’s programming. But Donovan insisted he would grasp the big picture of the entertainment world—after all, he had worked on Singalong Jubilee.

  Day came on the board, serving as lead director to Donovan’s executive chair. He understood the vision; m
ore important, he understood how to be a mentor and friend. He has the qualities of character that transcend technical knowledge. Day was the person Donovan could go to with confidence that he knew the business’s risks and potential, and could stand firm in the face of hard choices. “Not infrequently, he was the difference that made a difference,” Donovan says, interviewed in DHX’s offices on Toronto’s harbourfront.

  Donovan believes Day epitomizes the best of Canadian business leadership. Canadian businesses often shrink from thinking beyond their borders, Donovan believes. But with their small markets and distance from other North American centres, Maritimers are forced to look farther afield internationally, more so than do other regions of Canada. But the Maritimes are also bereft of financial capital, and Day understands that dilemma, too. He has straddled the two worlds of Maritime enterprise: the old families and the new technologies that must thrive if the region is to have a chance.

  At one point, after a decent stint, Day wanted to leave the DHX board, but Donovan urged him to stay. Later they came to an agreement: Day would leave the board at the end of 2016. “He is irreplaceable,” Donovan laments. “He is somebody I could confide in, and always has been disinterested and discreet. He is truly one of the most interesting and original people I know.”

  Indeed, he is—like the guy in the beer ad, but without the beer and the blonde. He is the real thing.

  In most of his British jobs, Graham Day was at the helm, the centre of the action, with talented sweepers coming up behind him. In Canada, he has been the epitome of director, mentor, and friend—the wise presence standing at the shoulder of the leader. He plays both roles with aplomb, and would continue to do so into his eighties, displaying the vitality of a much younger man while coping with prostate cancer and a bout of pancreatitis.