president's Message 

Lynn Beauregard_ GPC President
Are you a member of Governance Professionals of Canada (GPC) yet?

Governance Professionals of Canada (GPC) formerly known as the Canadian Society of Corporate Secretaries (CSCS), advances the governance function in organizations by providing education, networking, continued professional development and best governance practices for all governance professionals across all industries and sectors in Canada.


Do you need to make the business case to your organization to join GPC? Being a member of GPC means that:

  • your organization is investing in your ability to be more effective in applying proper governance practices and reducing many organizational and reputation risks.

  • you can access an entire community of colleagues and subject matter experts to help guide you in supporting your board and organization.

  • your organization will benefits from the knowledge you gain on the latest and most up to date best practices, tools and resources.

Benefit from the Top Governance Resources and Network in Canada!


Among the many benefits we offer our members, we host local networking events, hot topic panels, education seminars, an annual governance conference which gathers over 350 of your peers and subject matter experts, and an annual awards ceremony and gala in celebration of the top Canadian organizations dedicated to governance best practices with our Excellence in Governance Awards (EGAs). (Don't miss this year's event on November 15th at the Carlu in Toronto)!

Members of GPC also receive exclusive access to information resources such as an online glossary, regulatory links, online publications, and more, including the following:

  • A "Request for Assistance" forum that allows members to share information and seek support from their peers, the queries and responses received are archived for continuous reference

  • Access to a network of like-minded professionals via our social media sites and our online members' database

  • A growing online library of tools and precedents, templates, best practices

  • Relevant opportunities with our job postings for governance professionals

  • Our monthly e-newsletter Governance Matters, with the latest news to keep members and others informed

  • Access to partner and like-minded organization events at a discount

  • Complimentary access to electronic publications such as Listed Magazine and Corporate Secretary Magazine
    ....and more!

GPC's membership extends across all governance professionals including: The corporate governance, secretarial, corporate counsel, ethics or compliance functions; Board and committee members; Service and product providers for the corporate secretarial, governance, ethics or compliance function, and anyone with an interest or role to play in their organization's governance practices.

Governance matters and it matters to you, so join GPC today!

Join GPC today!


Lynn Beauregard
President, Governance Professionals of Canada
Conference and sponsorship update

The GPC Annual Corporate Governance Conference feels like a long way off, but before you know it, we'll be launching registration (early March) and then you'll be making your way to St. John's, NL August 20 - 23, 2017. If you have not done so already, save the date and plan to join us!

Next up in our planning is our Call for Speakers and Sessions. In the next week, we will be calling on you to submit an outline of the session you would like to host, provide a session idea you would like to see on the program, or even recommend a specific speaker. Your input and feedback help shape the learning opportunities you will have at the conference.

In other news, I would like to introduce you to Albert Orellana. Typically my name is attached to the conference communications but moving forward you will start to see his name a bit more. Albert will be taking care of the conference logistics for 2017 as I transition to maternity leave. You are in great hands and I will see you all again in 2018.

Tina Hutchinson
Director, Conference & Sponsorship

The 2016 Excellence in Governance Awards (EGAs)

The GPC EG Awards recognize the important contribution governance professionals make in terms of best practices that build and sustain shareholder and stakeholder value.  The awards underscore the critical role that good governance plays in sustaining the value of Canada's public companies, crown corporations, government agencies, and not-for-profit organizations, contributing to the competitiveness of Canada's economy and its capital markets.

GPC will seek nominations from the public in the following award categories:
  • Best Practice in Enterprise Risk Management
  • Best Overall Corporate Governance
  • Best Sustainability Governance Team
  • Best Approach to Achieving Effective Board and Committee Operations
  • Best Practices to Enhance Boardroom Diversity
  • Best Practices in Strategic Planning, Oversight and Value Creation by the Board
  • Best Engagement by a Governance Team
  • Best Pay for Performance
  • Peter Dey Governance Achievement Award
We invite you and your governance team to join us for the Gala Dinner and Awards Ceremony. To purchase a table or tickets click here.

Toronto| November 15, 2016
The Carlu, 444 Yonge St. 7th Floor, Toronto, ON M5B 2H4

Thank You to our 2016 Excellence in Governance Awards Sponsors!




1- Best practices in Sustainability and ESG 



2 - Best Engagement by a Governance Team  


3 - Best Practices to Enhance Boardroom Diversity



4 - Best Approach to Achieving Effective Board and Committee Operations



5 - Best practices in strategic planning, oversight and value creation by the board 


6 - Best Overall Corporate Governance    
7 - Best Practice Pay for Performance   (Open For Sponsorship)  
8 - Best Practice in Enterprise Risk Management   (Open For Sponsorship)  
9 - Peter Dey Governance Achievement Award   (Open For Sponsorship)  
Professional development
Governance Essentials for the Corporate Secretary - 2 Day Seminar
This two-day seminar is a great way to get up to speed or to expand your corporate secretariat skill set. It will examine the responsibilities, roles and accountabilities of the corporate secretary's position, explore best practices and provide practical solutions to current governance challenges. This session will be of great benefit to you if you are new to the profession or provide a great refresher and updates to someone responsible for governance processes and/or compliance processes in your organization.
Presenters: Sylvia Groves, FCIS, President and Creative Director, Governance Studio; Richard Leblanc, CMC, BSc, MBA, LLB, JD, LLM, PhD, Faculty of Liberal Arts and Professional Studies, York University; Janis Riven, LLB & BCL, MBA, PAdm, FCIS, Acc.Dir., Corporate Governance Consultant, Governance & Compliance Solutions, John Molson School of Business, Concordia University

Toronto | November 14 - 15, 2016
Twenty Toronto St. Conferences and Events, 20 Toronto St., Toronto, ON

Réception à Montréal pour fêter notre nouvelle image de marque

Venez fêter notre nouveau nom tout en rencontrant de nouveaux collègues! vous faisant des amis! Le 23 novembre 2016, nous invitons tous les membres locaux  et futurs membres de PGC (et les autres) à se joindre à nous pour un cocktail en l'honneur du nouveau nom et de la nouvelle image de marque de notre organisation.. 

Ce sera une excellente occasion de réseauter et d'échanger de l'information avec d'autres professionnels de la en gouvernance de la région de Montréal. Nous encourageons vivement les membres de PGC et les autres personnes souhaitant en savoir plus sur PGC, ou devenir membre d'un réseau montréalais à venir! 

Si vous souhaitez de plus amples renseignements, veuillez contacter Amberly Strauss à

Come celebrate our new name with us and make friends in the process!  On November 23, 2016 we invite all local PGC members (and non-members) to join us for a cocktail reception in celebration of our organization's new name and brand.

This is a great opportunity to network and share resources with other governance professionals in the Montréal area. We strongly encourage PGC members (and non-members) who are interested in learning more about PGC or becoming part of a Montréal network to attend!

For more information, please contact Amberly Strauss at

Montreal| Novembre 23, 2016
Club Saint-James, 1145 avenue Union, centre-ville de Montreal, QC

Divulgation, gouvernance et communication: au coeur de la réputation des entreprises
Les investisseurs s'intéressent de plus en plus aux pratiques de gouvernance des entreprises. Ce nouveau regard qu'ils portent sur ces pratiques influence grandement la façon dont ils se positionneront lors du vote sur les propositions soumises par l'entremise de la circulaire. Par conséquent, la façon dont les émetteurs divulguent l'information devient de plus en plus importante et stratégique.
Le panel discutera donc des pratiques de divulgation les plus récentes en matière de gouvernance, des stratégies d'engagement auprès des investisseurs, des attentes des actionnaires et de leurs façons de faire valoir leur opinion, du niveau de divulgation nécessaire, ainsi que des défis de communication que cela représente pour les professionnels des relations avec les investisseurs.

Presenters:  Arden FurlotteVice-présidente et secrétaire de l'entreprise, Groupe SNC-Lavalin; Denis Jasmin, Vice-président, Relations avec les investisseurs, Groupe SNC-Lavalin; et Modérateur, Thierry Dorval, Associé, Norton Rose Fulbright

Montreal| Novembre 23, 2016
Club Saint-James, Club Saint-James, 1145 avenue Union, centre-ville de Montreal, QC

Start seeing the change you want - and need - today. Obtain a comprehensive  step-by-step plan to developing new mechanisms  for heightened performance to
achieve strategic goals and policy interests  of your corporation.

Highlights include:
  • A clear understanding of Crown management,
    board and government roles and responsibilities
     and how to effectively 
    manage these relationships
  • Practical strategies to overcome challenges in on-boarding, education and succession of board members
  • Seamless accountability and transparency modules to proactively manage the real and perceived reputations
  • Advice on how to ensure diversity in board composition
Take advantage of this special offer and secure your seat now to ensure you do not miss out on this opportunity to network with experts and share best practices.

Ottawa| January 25-26, 2017
Lord Elgin Hotel, 100 Elgin Street, Ottawa, ON

Membership News
We're excited to announce a new member benefit aimed at helping governance professionals communicate essential internal controls to staff.

First Reference provides governance and compliance resources for finance, accounting, operations, marketing, and information technology, in private, public, and non-profit organizations, including coverage of board rules and procedures. Now,
GPC members can get 20% off when you subscribe to any of these products, co-published with CPA Canada:
Each PolicyPro includes expert commentary based on Canadian compliance and best practice on governance matters, compliance-focused policies and procedures, extensive cross-references to COSO and CobiT, and powerful software to create, customize, and distribute policy documents.

You can try PolicyPro for
free to review the comprehensive and up-to-date resources on corporate governance, board and committee rules and best practices, compliance with relevant laws, and much more. You can also call First Reference at 1-800-750-8175 for more information and/or contact Amberly Strauss for the discount code! 
Thank You to Our Members Supporting Our Local Engagement
It is with great pleasure that GPC thanks our members and non-members who have joined us at our recent events in celebration of our new name! We have held successful "Name Rebrand Celebrations & Networking Receptions" in Vancouver & Calgary, and held a Networking Luncheon in Edmonton

We had great turn outs in each city and are very excited to be meeting some more governance professionals. Networking events like this are important in helping to establish a wider source of resources, professional relationships and development! 

We hope to see you at our upcoming events in Montreal, Toronto and Ottawa (more details to come)! Next month we have the 
Amberly Strauss
Manager, Membership and Marketing
Letricia Fullerton
Manager, Professional Development & Special Projects
Thank You and Welcome to Our New Members!
We hope to see you at one of our events! 
  • Andrea Abraham,  Compute Ontario, Toronto, ON
  • Margo BaptistaMacEwan University, Edmonton, AB
  • John Bell BC Housing,  Vancouver, BC
  • Ruth Corbett, Law Society of Alberta, Calgary, AB 
  • Bernadette D'Silva, Vancouver, BC
  • Ellis GailAmalgamated Dairies Limited, Summerside, PEI
  • Sara Gelgor, Toronto, ON
  • Christina Holinka, ATB Financial, Edmonton, AB
  • Cody Rothery, Cybera Inc., Calgary, AB
  • Catherine TanakaNevada Copper Corp.,Vancouver, BC

Do you have a question you need an answer to? Looking for best practices? Our Request for Assistance service is an easy way to receive information from your peers. Below are some recent requests. Your response will be appreciated.


Annual questionnaires for directors and officers for AIF and proxy circular

Does anyone do separate questionnaires, one for the AIF and the other for the proxy circular, for directors and officers?

Policy on directors / executives crossing boundaries (executives becoming directors and/or directors becoming executives)?

I am conducting some research into the subject of directors and/or executives wishing to 'crossing over to the other side' - that is, board members who wish to become executives (in the same organization), or executives who wish to become board members (in the same organization). Has anyone encountered this type of situation, and also, were any protocols documented in the organization's governance framework (code of conduct / COI, bylaws, policies, guidelines, internal procedures, etc.) to deal with the situation. Certainly an organization's governance framework might have to be changed if a player was successful (that is, a board member can't be an executive, and vice-versa, unless the governance framework allows for it)....but I am focussing on the period where there is an opening on either the board or on the executive team and somebody wants to switch teams so to speak. Has anyone encountered this situation?

Subsidiary policies

Question 1: We are looking to understand what requirements drive the responsibility for subsidiary boards to approve policies (either their own policies or policies of the parent company)?

Question 2: Can you describe the process for subsidiary board approval of parent company policies:

  • Is this done annually for each subsidiary?

  • Does the Board see all of the policies or a policy summary? How are changes reported (new, revised, deleted policies)?

  • What kind of policy exceptions exist and how you track exceptions, if there are any. For example, how would a parent company policy that does not apply in the jurisdiction of the subsidiary be handled?

To Respond:

Please submit your response by going to GPC Forum.


If you wish to remain anonymous, click here for instruction on how to manage your privacy setting. 


To view responses to previous Request for Assistance, please click here or login and click on Members Only Section > Request for Assistance Responses.

Government of Canada Proposes Amendments to Canada Business Corporations Act and Other Key Federal Business Statutes
Goodmans LLP

On September 28, 2016, the Government of Canada announced proposed amendments to the Canada Business Corporations Act (CBCA) with the stated objectives of:
  • increasing shareholder democracy and participation,
  • increasing diversity, in particular representation of women, on corporate boards and in senior management,
  • improving corporate transparency, and
  • reducing regulatory burden and increasing business certainty.
Bill C-25 Looks to Include Majority Voting, Diversity Disclosure Requirements in Canada Business Corporations Act
Blake, Cassels & Graydon LLP

The Government of Canada recently introduced Bill C-25 (Bill), titled "An Act to amend the Canada Business Corporations Act, the Canada Cooperatives Act, the Canada Not-for-profit Corporations Act and the Competition Act". Among the changes to the Canada Business Corporations Act (CBCA) proposed in the Bill are:
  • Substantial amendments to the director-election provisions
  • A requirement for certain corporations to send shareholders information relating to diversity
  • Changes relating to the "notice-and-access" system for communications with shareholders

Read More

Board governance: Who's in charge?

Miami Herald

One of the mysteries of life is why do otherwise reasonable and smart people leave their thinking caps at the door when they enter a not-for-profit organization's board meeting?

It's always been curious to me that seemingly smart people, people who have worked in major corporations and clearly know the difference between appropriate and inappropriate choices, tend to treat the NGO as a child who needs parental advice and not as a successful, contributing member of the community. The recent incident at Camillus House brought all of this to mind.

Canadian securities regulators publish capital markets guidance update on cyber security
Stikeman Elliott LLP

Responding to the evolving cyber security landscape and the considerable increase in number of cyber-attacks, the Canadian Securities Administrators (CSA) has published CSA Staff Notice 11-332 Cyber Security (the 2016 Notice) as an update to CSA Staff Notice 11-326 Cyber Security published in September 2013. The 2016 Notice seeks to, among other things, highlight the importance of cyber risks, inform stakeholders about recent and upcoming CSA cyber related initiatives, promote cyber security awareness, preparedness and resilience in Canadian capital markets and communicate general expectations for market participants.

Read More

2016 Best Practices for Proxy Circular Disclosure
Canadian Coalition for Good Governance

Our 2016 Best Practices for Proxy Circular Disclosure publication is now available on our website. A link to the document can also be found here.
Changes To The OBCA Under Bill 218, The Burden Reduction Act, 2016
Norton Rose Fulbright LLP

If passed, Bill 218, Burden Reduction Act, 2016 (the Bill) will make some small but welcome changes to corporate governance requirements for companies incorporated in Ontario. The Bill passed first reading in the Ontario legislature on June 8, 2016 and still has some steps to go before becoming law. However, it is hoped that the Bill will be passed during the legislative session which began earlier this month.
Alberta To Join The CSA On Disclosure Of Diversity Practices
Borden Ladner Gervais LLP

The Alberta Securities Commission ("ASC") has published a notice and request for comment on proposed amendments (the "Amendments") to National Instrument 58-101 Disclosure of Corporate Governance Practices ("NI 58-101"). The comment period ends on October 14, 2016. If the comment process does not result in any material changes to the Amendments, the changes are expected to be adopted and in place for the 2017 proxy season.
Proposed amendments to Canadian corporate and competition laws
Norton Rose Fulbright LLP

A bill amending the Canada Business Corporations Act (CBCA), the Competition Act and federal cooperatives and not-for-profit legislation was tabled for first reading in the Canadian parliament on September 28, 2016. The changes proposed (the Amendments) are intended to ensure that Canada continues to have a modern economic framework that allows federally regulated corporations to operate flexibly and innovatively. The Amendments are further intended to increase shareholder democracy and participation while reducing the burden of regulation.
Green is the New Black: Going Paperless Under the Canada Not-For-Profit Corporations Act
Miller Thomson LLP

In the digital age, going paperless seems like an obvious choice for many corporations. As corporations move toward electronic documents, it is important to keep in mind that there are legal requirements for documents. This article outlines the requirements for electronic documents under the Canada Not-for-Profit Corporations Act.

Read More

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Events & workshops

Trends in Governance Interactive Breakfast Seminar
Montreal,  October 28, 2016
Governance Essentials for the Corporate Secretary - 2 day Seminar
Vancouver, October 11-12, 2016
, November 14-15, 2016
2016 Excellence in Governance Awards
Toronto | November 15, 2016
2016 Excellence in Governance Awards Winners Panel
Toronto, November 16, 2016
Divulgation, gouvernance et communication: au coeur de la réputation des entreprises
Montreal,  November 24, 2016
For complete list of GPC events click here
advertise with us

Are you interested in advertising your product, service and/or business to the GPC market.
Our website and monthly
e-newsletter both offer the opportunity to reach our targeted market.


Contact any one of the GPC staff members to discuss your options today!

Job Postings
Do you have a career opportunity that you would like to share with our readers?  Click here for more details
Recent Job Postings:-
University Secretary (APC), Office of the President
Saint Mary's University

Corporate Secretary
Balmoral Resources

Vice President, Governance
Meridian Credit Union ("Meridian")

Account Coordinator to the Corporate Secretary
DSA Corporate Services

Paralegal Secretary
Oniva Group

Please login to to view all the Job Postings. 
Board of Directors
David Masse 
(Chairman of the Board)

Toronto, ON
Janis McKenzie 

Brampton, ON

Carmel Bellamy 
Corporate Secretary and Sr. Director, Governance, Member & Co-operative Relations
The Co-operators Group Limited
Guelph, ON
Brigitte Catellier
Vice President & Corporate Secretary 
Sun Life Financial Inc.
Toronto, ON
Misti Christensen
Sr. Manager Governance and Assistant Secretary
Nexen Energy ULC
Calgary, AB
Alain Dussault 
(Chair, 2016 Conference Planning Committee)

Lawyer, Corporate Secretary's Office
Canadian National Railway Company
Montreal, QC
Glenn Keeling
Sr. Partner, Executive Compensation & Governance Global Governance Advisors
Toronto, ON

Cyndie Kremyr 

Independent Director 

Abbotsford, BC 

Sally Maziarz
(Interim Secretary)
Assistant Corporate Secretary
EPCOR Utilities Inc.
Edmonton, AB

Bonnie Oakes Charron 

Special Assistant, Governance & External Relations 

Colleges and Institutes Canada  

Josée Turcotte
Senior Vice-President, Corporate Secretary and Head of Governance 

HSBC Bank Canada

Lynn Beauregard 

Governance Professionals of Canada
Toronto, ON

Not a GPC Member?

As a GPC Member, you will have access to:

  • A community of like-minded governance professionals

  • A network of key governance products, services and solution providers

  • Access to and discounts for GPC professional development, education sessions and webinars throughout the year, including the leading annual conference on corporate governance best practices in Canada.

  • Practical resources and guidance on best practices in good governance for their organization

  • Monthly electronic newsletter 'Governance Matters' and briefing on the latest developments in governance in Canada and internationally

  • Updates on the latest regulatory developments and their impact, as well as a voice in the consultation process through GPC

  • Preferential access to practical, professional development activities offered by various like-minded partners in Canada and internationally

We are the voice of corporate secretaries and governance professionals in Canada!

If you have any questions or require further information, email us at


Annual Membership Dues


The membership fees, are effective November 1, 2016 (plus applicable taxes):

  • Individual Professional - Commercial Interests: $515.00 CAD 

  • Individual Professional - Non-commercial Interests: $390.00 CAD

  • Non-practicing: $90.00 CAD

Visit our website - to learn more about GPC membership and membership benefits.

Membership renewal notices 

Membership renewal notices are sent out 2 months prior to your anniversary date. 

If you haven't received your notice, or have questions about your membership, renewal payment or require a credit card authorization form, contact Amberly Strauss at the GPC office.

Take advantage of the GPC' flexible and green option of online renewal by:

  1. Logging on to your profile here with your email and password. Can't remember your password? Reset it here ;Following suggested actions on your profile screen; and
  2. Reviewing all information in your profile and revising as required 

If there are changes in your contact details, we would like to remind you to please update your membership profile online so that we can make certain that you receive your renewal notice and any other GPC membership communication.

Thank you for your continued support of GPC.

About GPC 

The Governance Professionals of Canada (GPC) is the voice of Corporate Secretaries and governance professionals in Canada. Its members deal with disclosure and matters affecting corporate governance, including the structure and meetings of the board of directors and its committees, the proxy process and annual meetings. As such GPC strives to provide valuable and timely information on recent changes and developments which affect our members - in all sectors. 


Specialties: Our members include professionals with positions such as Corporate Secretary, Manager Corporate Governance, General Counsel, Chief Compliance Officer, VP Regulatory Affairs, Associate Corporate Secretary, and Board Administrator.


Mission Statement

The promotion and advancement of effective governance and corporate secretarial practice in organizations in the private, public, not-for-profit and other sectors through the continued development and application of governance and corporate secretaryship best practices.

This e-newsletter is issued monthly to all GPC members.  Non-members may also subscribe and receive the newsletter without access to member only content. 
If you have comments or wish to contribute material to this newsletter, please e-mail us at