OTTAWA — Michael Sabia remained on the board of the Mastercard Foundation and its asset management arm for nearly a year into his tenure as Canada’s top public servant—without any government conflict-of-interest screens in place—before leaving both roles within the last month. 

Sabia, a previous deputy minister of finance, has been clerk of the Privy Council since July 7, 2025, when Prime Minister Mark Carney plucked him from his position at the time as CEO of Hydro-Quebec. The most senior official in the federal public service, the clerk is essentially deputy minister to the prime minister, with influence and insight into virtually the entire scope of government policy and operations. The high-profile role therefore comes with certain restrictions and responsibilities under the Conflict of Interest Act, which was designed to mitigate real or perceived conflicts of interest by public servants and political staff.

Pierre Cuguen, a spokesperson for the Privy Council Office (PCO), told The Logic that prior to Sabia becoming clerk, the federal conflict of interest and ethics commissioner reviewed all his circumstances, including his volunteer duties with the Mastercard Foundation, “and determined that no ethics screen was required.” In a statement, Cuguen added that Sabia “stepped down from the board and all subsidiary boards under the Mastercard Foundation in recognition of the significant responsibilities and demands of serving as clerk of the Privy Council and secretary to the cabinet.”

Sabia did not respond to The Logic’s questions directly, but the PCO confirmed he had seen them.

The Mastercard Foundation is one of the largest charitable organizations in the world. In 2024 it reported over US$50.3 billion in assets. Nearly all of that comes from shares in Mastercard, a gift from when the electronic payments giant went public in 2006. A registered charity in Canada, the Mastercard Foundation is exempt from income taxes. Sabia was also a founding board member of the Mastercard Foundation Asset Management (MFAM) Corp., a separate not-for-profit company mandated to diversify the portfolio of the larger organization.

In a statement emailed to The Logic, Mastercard Foundation spokesperson Sconaid McGeachin said that the organization engages with government officials as part of its operations. Its charitable activities include funding education and financial inclusion for youth in Africa and Indigenous communities in Canada. Since July 2025, McGeachin said, representatives of the foundation have met several government figures to discuss international development: Carney’s chief of staff Marc-André Blanchard; Randeep Sarai, the secretary of state for international development; and Yasir Naqvi, the parliamentary secretary on the file. Sabia did not arrange or join any of these meetings, McGeachin said.

According to a Finance Department memo The Logic obtained through the Access to Information Act, the charity also had a meeting in April with Wayne Long, secretary of state for the Canada Revenue Agency and financial institutions. The memo said the foundation might ask about the Liberal government shifting priorities and shrinking budget for international development aid. The foundation’s charitable activities, the memo noted, include funding education and financial inclusion for youth in Africa and Indigenous communities in Canada. The foundation has not had an active entry in the federal lobbyist registry since 2019.

The ethics commissioner decided Sabia did not need a conflict-of-interest screen, but the Mastercard Foundation said it put one of its own in place. “During the time he was in public office, he did not participate in any board discussions at the Foundation or MFAM related to law, public policy, or relations with the government of Canada,” McGeachin said.

She described Sabia as “a highly valued director” who advised both entities on June 8 that he intended to resign from their respective boards. Corporate filings show his term at the Mastercard Foundation ended June 16. The MFAM updated its corporate records last week to show that Sabia left that board on Wednesday—after The Logic inquired about his status. As of Sunday evening, the MFAM had yet to update its own website.

Sabia, who has been a senior executive at La Caisse, BCE and CN Rail, joined the board at the Mastercard Foundation in June 2020. In 2023, the charity created the Toronto-based MFAM, which has its own board of directors and management team led by chief investment officer John Barker. When it launched publicly in May 2024, Barker called MFAM “one of the largest greenfield startups of its kind in the world—and probably ever.” In November 2024, the pension plan for Eastman Kodak agreed to sell private equity ownerships and illiquid assets valued at US$764 million to MFAM for US$551 million.

Sabia’s role as clerk and his previous position as deputy minister of finance, which he held from December 2020 to June 2023, makes him what the Conflict of Interest Act calls a “reporting office holder,” with strict rules and disclosure requirements regarding assets and outside activities. The law generally forbids such senior officials from being on a board for a corporation or organization, with some narrow exceptions. They can be on the board of an “organization of a philanthropic, charitable or non-commercial character,” but only if the federal ethics watchdog believes it is “not incompatible” with their job. After getting the green light, they must publicly declare that outside activity within 120 days of their appointment. 

The public registry shows Sabia declared his directorship at the Mastercard Foundation by that deadline. Melanie Rushworth, a spokesperson for the ethics commissioner, said confidentiality rules prevent the office from commenting on anything not in the registry, including any advice given to Sabia.

Six months after joining the Mastercard Foundation board, Sabia became deputy minister of finance. In October 2021, The Logic reported he had a wide-ranging conflict-of-interest screen at the department that said he would not be made aware of any issue related to the charitable sector in general or the Mastercard Foundation in particular. At the time, the Liberal government was considering whether to raise the disbursement quota—the minimum share of their asset values that Canadian charities are legally required to spend on charitable activities. The Mastercard Foundation, which The Logic reported was responsible for about 60 per cent of a $414-million sector-wide shortfall from the quota in 2019, had a major stake in the outcome of that debate.

The public declaration of outside activities Sabia made last year does not mention his role on the board of the asset management company, which as of March 31 was Mastercard’s third-biggest shareholder after The Vanguard Group and BlackRock. Asked about the omission, Cuguen said the board of MFAM reports to the one at the main Mastercard Foundation. “When Mr. Sabia submitted his declaration regarding his work with the foundation, it was meant to cover all of his work related to the foundation, including the asset management board,” he wrote.

Ian Stedman, an associate professor at York University whose research focuses on public-sector ethics and accountability, said the commissioner has discretion over some kinds of outside activities, such as philanthropy, to avoid dissuading community-minded people from joining the public service or running for office. “I think it’s really important to make it clear that we’re not trying to avoid conflicts,” he said. “We’re trying to avoid conflicts that put a person in a position where they have to choose between their private interests or other interests and their public duties.”

Still, Stedman said, transparency is key to public confidence in the ability to manage any conflicts. “I don’t like it,” Stedman said of the omission of Sabia’s MFAM role from the registry. “You can have multiple subsidiaries and if you’re just going to disclose the parent company, then you’re not really being specific enough in your disclosure,” he said. “I think that’s not a good explanation and I think if that’s the policy at the ethics commissioner’s office, it probably needs to be pointed out.”

The Logic reached out to the Privy Council Office and the Mastercard Foundation this week after receiving the briefing note prepared for Long ahead of an April 21 introductory meeting with the Mastercard Foundation, including president and CEO Sewit Ahderom. (The memo also noted that Louise Arbour was one of the Canadians on the board. Corporate records show Arbour, who was sworn in as Governor General on June 8, ended her directorship May 21.)

The note said they “may inquire about recent changes” to Canada’s global development portfolio, including Carney saying in November 2025 that “he would no longer describe Canada’s foreign policy as feminist,” which “prompted pushback from stakeholders.” The memo also mentioned $2.7 billion in cuts to the government’s international assistance spending over four years that was announced in the 2025 federal budget.

Marie-France Faucher, a spokesperson for the Department of Finance, said the analyst who wrote the briefing note included Sabia’s board membership as “relevant context.” She said there were no screens or recusal walls needed for the “purely informative” meeting with Long.