THE NEWSLETTER FOR GOVERNANCE PROFESSIONALS OF CANADA
NOVEMBER 2016
president's Message 
 

Congratulations to our 2016 GPC Excellence in Governance Award winners!
 
This year, for the first time, the Excellence in Governance Awards dinner and gala ceremony were held as a standalone event, separate from our annual conference. We could not have been more pleased at the inaugural turnout at the Carlu in Toronto on November 15th. It was an evening filled with excitement with over 300 attendees to cheer and support the EGA shortlisted companies and winners.

This year, we received nominations from across all industry sectors in Canada. Our judges were very impressed with the strong show and the quality of the entries. The EG Awards' success continues to validate that this program a very important and welcome program for the Canadian governance community, as it highlights and celebrates the work that what Canadian organizations are doing to reach for governance excellence.

I would like to once again congratulate our award winners and thank our Presenting Sponsor Diligent as well as our award sponsors: TMX/TSX Trust, CPA Canada, Listed Magazine, The Directors College, Korn Ferry Hay Group Limited, Donnelley Financial Solutions, and Spencer Stuart. Our appreciation also goes out to our event and table sponsors: Osler, Globe and Mail, Epcor, Goldcorp, Canadian Corporate Counsel Association (CCCA), Corporate Secretary Magazine, Torys, Kingsdale Shareholder Services, and Manulife.

Congratulations once more to all of our 2016 shortlisted companies and winners!
 
2016 GPC Excellence in Governance Award Presentation

Peter Dey governance achievement award:
Katie Taylor, Chair of the Board, Royal Bank of Canada (RBC) with David Beatty, Rotman (EGA Master of Ceremonies), and Peter Dey, Paradigm Inc. (Honorary Judge)
Best approach to achieving effective board and committee operations: 
Karen McCarthy, Vice-President, Associate General Counsel  Secretary, Royal Bank of Canada with Gigi Dawe,  CPA Canada

Best overall corporate governance: Christina Circelli, Deputy Corporate Secretary and General Counsel, CN Rail with Trevor Vale, Diligent

Best practices to enhance boardroom diversity: John Mullally, Director, Government Relations, Goldcorp with Carrie Mandel, Spencer Stuart

Best practices in pay for performance:
Grant Broadridge, VP Legal, General Counsel  & Corporate Secretary, MEG Energy Corp with Martin Simmons, Donnelley Financial Solutions

Best engagement by a governance team:
Antonella Deo, VP & Corporate Secretary, Manulife Financial Corp with Christopher A. Chen, KornFerry Hay Group

Best engagement by a governance team:
Sonya Stark, Chief Compliance Officer, Gore Mutual Insurance with Christopher A. Chen, KornFerry Hay Group

Best overall corporate governance:
Stuart McKellar, Q.C., ICD.D, ATB with Trevor Vale, Diligent

Best practices in strategic planning, oversight and value creation by the board: Meghan Lindsay, Legal Counsel, TransCanada with Paul Forgues, The Directors College
Best practices in sustainability and ESG: Rejean Laflamme, Chair, Sustainability & Citizenship Committee, Member, Board of Directors and Phil Baudin, Chair, Corporate Governance &  Conduct Review Committee, Member, Board of Directors, The Cooperators with Eleanor Fritz, TSX Trust
Best practices in enterprise risk management:
Glenn McCoy, Senior Vice President Strategy and Chief Financial Office, Vancouver Airport Authority with Marty Tully, Listed Magazine



EG Award Winners, sponsors and GPC hosts
Top (right to left): Martin Simmons, Donnelley Financial Solutions; Grant Borbridge, MEG Energy; David Beatty, Rotman School of Management; David Masse, GPC; Glen McCoy, Vancouver Airport Authority; John Mullally, Goldcorp Inc.; Geoffrey D. Creighton, In-House Counsel Worldwide; Sonya Stark, Gore Mutual; Rejean Laflamme and Phil Baudin; The Co-operators..
Middle (right to left): Cristina Circelli, CN; Karen McCarthy, RBC; Gigi Dawe, CPA; Kathleen Taylor, RBC; Lynn Beauregard, GPC; Peter Dey, Paradigm Capital Inc.; Meghan Lindsay, TransCanada Corp.; Antonella Deo, Manulife.
Front (right to left): Trevor Vale, Diligent Corp.; Stuart McKellar, ATB Financial; Marty Tully, Listed; Paul Forgues, Director's College; Christopher Chen, Korn Ferry HayGroup.

GPC was honored to be invited by TMX/TSX Trust to open the market the morning after the awards ceremony, on Wednesday November 16th. What an exciting week it was for GPC!

For more photos of the 2016 EG Awards night, click here.
 
Sincerely,
Lynn Beauregard
President, Governance Professionals of Canada
Conference and sponsorship update
Become a 2017 sponsor!

For over 20 years, GPC has not only grown in size, but also in opportunity. We now have a great variety of activities that are available throughout the year for sponsorship engagement.

With the support from organizations such as yours, GPC is able to maintain its focus on best meeting practices, effective stakeholder communications, disclosure and effective board administration. We are able to provide resources on industry leading principles of good governance and continue to focus on advocacy, professional development, and networking.

GPC is pleased to share the sponsorship opportunities available for the upcoming year. Click here to access the 2017 Annual Sponsorship package.

Contact us for any questions, ideas, or to finalize your sponsorship package today. We look forward to continuing our relationship with you for 2017.

Albert Orellana
Director, Conference & Sponsorship
416 921-5449 ext. 315

THE GPC 2017 Call for Speakers is out! Send in your speaker or session proposals by December 9th!!!

Governance Professionals of Canada (GPC) is developing its 2017 education calendar and annual conference programming for 2017 and we are looking for dynamic and engaging speakers and topics that would be of interest to the governance professional community. 

Session submissions should be trending topics in the realm of governance, new perspectives or twists on the everyday themes and be specific and relevant for all levels and sectors of governance. 

If you are interested in submitting a session proposal, we ask that you please complete your completed submission by Friday, December 9, 2016.

Any questions, regarding this survey or the selection process, should be directed to: Megan McLean megan.mclean@gpcanada.org.

Thank you in advance for your time in submitting a proposal. Please note that only proposals selected for session development will be contacted.

Professional development
Meetings, Minutes & More

This Meetings, Minutes and Running Effective Board Meetings outlines statutory and common law rules in relation to meetings of directors, members, managed investment schemes, class meetings and meetings of creditors. This workshop provides guidance on good governance practices for the notice, planning and conduct of meetings and examines legal and regulatory requirements for procedures in relation to minutes and running effective board meetings. 

This workshop is an interactive half-day gaining insight on both the practical and legal requirements you need to be aware of when holding meetings, taking minutes, recording procedures, guiding directors, preparing resolutions and managing circumstances such as conflicts of interest.
 
Toronto | January 31, 2017
The Albany Club, 91 King St., East, Toronto, ON, M5C 1G3
Presenters: John Dinner, President, John T. Dinner Board Governance Services

MontrealFebruary 02, 2017
Saint James Club, 1145 Avenue Union, Montréal, QC H3B 3C2
Presenter: Janis Riven, LLB & BCL, MBA, PAdm, FCIS, Acc.Dir., Corporate Governance Consultant, Governance & Compliance Solutions, John Molson School of Business, Concordia University.

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

Calgary | June 12 - 13, 2017
The Ranchmen's Club, 710 13 Ave SW, Calgary, AB T2R 0K9


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.

Try PolicyPro for free today  to see how it can help you! 

You can also call First Reference at 1-800-750-8175 for more information and/or contact Amberly Strauss for the discount code! 
REQUEST FOR ASSISTANCE

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.

NEWS AND UPDATES
Q&A-Corporate boards suffer 'tyranny of short term' as activists loom
Reuters

Nov 7 Increasing pressure from activist shareholders to turn quick profits is overwhelming strategic decision-making in corporate boardrooms, according to Dominic Barton, global managing partner at consultancy McKinsey.

Read More

ISS and Glass Lewis 2017 Proxy Season Guidelines
Goodmans LLP

Proxy advisory firms Institutional Shareholder Services Inc. (ISS) and Glass Lewis & Co. (Glass Lewis) recently released their Canadian proxy voting policy updates for the 2017 proxy season. The new guidelines address corporate governance standards, shareholder rights plans, executive and director compensation and audit related matters.

Read More

Alberta, Manitoba and New Brunswick to Adopt MI 61-101
Goodmans LLP

On November 24, 2016, the Alberta Securities Commission, the Manitoba Securities Commission and the Financial and Consumer Services Commission (New Brunswick) (collectively, the "Commissions") announced that they are proposing to adopt Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions ("MI 61-101") and the related companion policy. The British Columbia Securities Commission is also considering proposing to adopt MI 61-101 in the near future.
Diversity in the leadership of Canadian corporations: Is Bill C-25 a Pandora's Box?
Institut sur la gouvernance (IGOPP)

The federal government has tabled a bill, C-25, which could have far-reaching consequences for the governance of Canadian public corporations.

Bill C-25, which amends the Canadian Business Corporation Act (CBCA), comes in two parts. The first part provides a legal foundation to a stipulation of the Toronto Stock Exchange about the election of directors. However, contrary to the current practice, Bill C-25 mandates that shareholders have to vote "for" or "against" each of the proposed candidates or board membership. Thus, a candidate for director must receive a majority of votes "for" him or her in order to sit on the board. Under Bill C- 25, it would henceforth be prohibited for any person who has not received a majority of votes to sit on the board.

Read More

The SEC's universal proxy proposal: How it affects Canadian companies and investors

Osler, Hoskin & Harcourt LLP

The U.S. Securities and Exchange Commission (SEC) has proposed amendments to its proxy rules that are designed to allow shareholders using the proxy system to vote for their choice of a combination of candidates in a contested election for directors, rather than being limited only to the candidates on either a management proxy or dissident proxy. The proposed changes could make it easier and less costly for dissident candidates to be elected to corporate boards, which could have ripple effects on corporate governance practices and negotiating strategies for activists. Use of a universal proxy would require the dissident to provide advance notice of its nominees and incur the cost of preparing dissident proxy materials and sending those proxy materials to potentially more shareholders than it would otherwise solicit. The proposed rules remain open for comment until January 9, 2017.

Chief Regulator named for Capital Markets Regulatory Authority
Cooperative Capital Markets Regulatory System

November 17, 2016 - Kevan Cowan has been selected by the Board of the Capital Markets Authority Implementation Organization (CMAIO) to be the initial Chief Regulator of the future Capital Markets Regulatory Authority (CMRA). As Chief Regulator, Mr. Cowan will also be the Chief Executive Officer of the Regulatory Division of the CMRA. An acknowledged leader in capital markets, Mr. Cowan is the former President of TSX Markets and the TSX Venture Exchange. He is also well-versed in corporate and securities law, having been a partner at a major national Canadian law firm.

Read More

Holiday Reminder that Gifts to Government Officials in Canada are Subject to Rules
Fasken Martineau DuMoulin LLP

Two recent decisions to Canada's Conflict of Interest and Ethics Commissioner are a sobering reminder of the rules governing gifts and hospitality to government officials. Anyone doing business with the public sector (federal, provincial or municipal) must remember that contravention can land the public official, the person giving the benefit, or both, in trouble.

Read More

The future of poison pills: a look ahead to the 2017 proxy season
Norton Rose Fulbright LLP

When amendments to the Canadian take-over bid regime were announced and implemented earlier this year, there was speculation as to the continued relevance and importance of shareholder rights plans (poison pills). After all, the amendments addressed some of the very concerns that shareholder rights plans were originally designed to correct for, namely, by providing directors with more time to consider a bid and seek alternatives and by relieving pressure on shareholders to tender to a bid. Many practitioners, market participants and commentators wondered whether rights plans would continue to be relevant and, if so, what they would look like.
Guide To Doing Business In Canada: Mining
Gowling WLG International Limited

Canada is a world leader in the mining industry, both in terms of domestic production and international presence. Canada's success is due to its abundance of natural resources and top-tier production and processing capabilities, as well as its stable and favourable legal and tax regimes. The country's wealth of mineral resources range from industrial raw materials to various precious and base metals.
Nominee Directors: Rights And Responsibilities
Norton Rose Fulbright LLP

It is common for shareholders of both public and private companies to nominate directors to sit on the companies' boards on their behalf. This commonly occurs when an investor is an institution, when it has the contractual rights to control one or more board seats, or when an investor wishes to appoint an employee or an individual with particular experience to the board.
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

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GOVERNANCE PROFESSIONALS OF CANADA

Meetings, Minutes & More
Toronto,  January 31, 2017
MontrealFebruary 2, 2017
 
Governance Essentials for the Corporate Secretary - 2 day Seminar
Calgary, June 12-13, 2017
 
For complete list of GPC events click here
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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 www.gpcanada.org to view all the Job Postings. 
Board of Directors
David Masse 
(Chairman of the Board)

Toronto, ON
 
Janis McKenzie 
(Treasurer)

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 
(President)

Governance Professionals of Canada
Toronto, ON

Not a GPC Member?
WHY JOIN GPC 

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 info@gpcanada.org.

   

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 - www.gpcanada.org/benefits 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 info@gpcanada.org