THE NEWSLETTER FOR GOVERNANCE PROFESSIONALS OF CANADA
NOVEMBER 2017
president's Message 

The Governance Professionals of Canada ("GPC") handed out the Fifth Annual Excellence in Governance Awards ("EGAs") on November 2nd  awards gala dinner and ceremony, held at The Carlu in Toronto.

The 2017 winners by category are:
  1. Best Practices in Enterprise Risk Management
    • MD Financial Management Inc.
  2. Best Practices in Sustainability and ESG Governance
    • MEC (Mountain Equipment Co-op)
  3. Best Approach to Achieving Effective Board and Committee Operations
    • Green Shield Canada
  4. Best Practices to Enhance Boardroom Diversity
    • Vancouver Airport Authority (YVR)
    • Cameco Corporation (Honourable Mention)
  5. Best Practices in Strategic Planning, Oversight and Value Creation by the Board
    • ATB Financial
  6. Best Engagement by a Governance Team
    • Concentra Bank
  7. Best Compensation Disclosure and Communication
    • Manulife Financial Corporation
  8. Best Practices in Subsidiary Governance
    • Bank of Montreal
  9. Best Overall Corporate Governance
    • Listed winner: Royal Bank of Canada and 
    • Non-listed winner: Vancouver Airport Authority
  10.  Peter Dey Governance Achievement Award
    •  Hugh Bolton, Chairman, EPCOR Utilities 

The final award winners were chosen out of nominations from across Canada in all sectors and markets, by a jury panel composed of seasoned and well-respected governance experts. For more on the EGA judging panel: http://gpcanada.org/EGA_judges.

 

GPC extends its sincere congratulations to the winners of the 2017 EGAs and a huge thank you to our judges and sponsors for their invaluable time and support of our EG Award program. 

 

In this age of disruption and turbulence, organizations want the acknowledgment for what they are doing right and the winners of these awards, as well as the shortlisted companies, can send a clear message to their stakeholders that they are organizations who value excellence in governance. The EG Awards recognize excellence across all organizations from public to private, not for profit, crown and others, to reinforce that transparency, accountability and strong governance frameworks should be a priority for all Canadian organizations. 

 

I would encourage ALL organizations who value and strive for excellence in governance, to put forward a nomination in 2018. The Call for nominations will open in February 2018.

 

GPC extends its sincere congratulations to the winners of the 2017 EGAs and a huge thank you to our judges and sponsors for their invaluable time and support of our EG Award program.

 

Photos of the event are available here.

 

I would also like to acknowledge the amazing team behind GPC and the awards:  
From Left: Albert Orellana, Seare Araya, Jennifer Su, Mable Zheng, Caroline Bucksbaum, Emmanuelle Vaughan our event assistant, Letricia Fullerton and Monique de St. Croix our event photographer.

Sincerely,
 
Lynn Beauregard
President, Governance Professionals of Canada

THANK YOU TO our SPONSORS!!

GPC would like to thank all our sponsors for taking part of the 5th Annual Excellence in Governance Awards gala at the Carlu on Thursday, November 2, 2017.




GPC AND EGAS IN THE GLOBE AND MAIL 
 
GPC was thrilled to be part of a special report on the Excellence in Governance Awards! 

Click here for the full stories:
GPC Opens the Market open
 
Following its 2017 Excellence in Governance gala dinner and ceremony on November 2nd in Toronto, EGA finalists, sponsors, judges and GPC Board members were invited to ring the opening bell of the stock market at the TMX on Friday November 3rd, 2017.
GPC-EP Officially Kicks Off!

To top off this exciting week, GPC officially kicked off the Governance Professionals of Canada's Education Program (GPC-EP). The first module was held November 3rd to 5th in Toronto and the second offering of the first module will be in Vancouver on November 17th to 19th. For more details on the GPC-EP, click here: http://gpcanada.org/gpc-ep 
GPC-EP first cohort in Toronto
GPC Education program


As a Governance Professional, it is important that you are equipped with the latest and most important tools and best practices in governance. Your effectiveness and your success is directly related to the effectiveness of your board and your organization. New regulations, stakeholder and market pressures continue to evolve relentlessly, so it is critical that you can invest in your professional development and stay on top of key changes, new trends and best practices. 

 

It is with this in mind that we would encourage you to apply for the GPC Education Program (GPC-EP) - Governance in Practice, and to obtain your designation as a GPC.D. GPC-EP is the only practical certification course available for governance professionals in Canada.


The Governance Professionals of Canada Education Program (GPC-EP) is designed to:

  • Respond to the demand to provide education tailored to the unique needs of professionals working in governance
  • Set a standard and bar for the practice and profession of governance in Canada
  • Create good governance practices across all sectors and industries

The GPC-EP is designed to enhance the existing skills of governance professionals of all levels, and operating in a governance role, whether in public, private, not-for-profit or governmental organizations such as in: legal, compliance, ethics, stakeholder relations, board and committee support, and more. 

 

Individuals new to these roles, as well as seasoned professionals, will find benefit in the GPC-EP as it will not only provide them with the latest best practices, skills and tools in governance, but will also enhance the standard of their profession and further their career. 

 

Upon completion of the program, and passing the final examination, program participants will receive the Governance Professionals of Canada Designation: GPC.D.
Module 1 (2017)
  • Vancouver, November 17-19, 2017
Module 2 (2018)
  • Vancouver, April 13-15, 2018
  • Toronto, June 15-17, 2018
Module 3 (2018)
  • Vancouver, May 25-27, 2018
  • Toronto, October 12-14, 2018
Module 1 (2018)
  • Vancouver, May 25-25, 2018
  • Toronto, Nov 9-11, 2018

GPC UPCOMING EVENTS
The Foundations of Governance Course consists of two and a half days covering key areas of governance, which include: the role of the governance professional, director management, advising the board, board dynamics, effectiveness, culture, relationships and conflicts.

Within each of these areas, practitioners in governance will take a thorough look at central elements of practice and how to navigate difficult situations, apply best practices and important tools in the day to day running of a governance office. This course is a comprehensive view of the key foundations and practice of governance, and essential for professionals both seasoned and new to the role.  
Faculty:  



Janis Riven, BCL, LLB, MBA, FCIS, Acc.Dir
Heather Laxton,
Chief Governance Officer & Corporate Secretary, Wesdome Gold Mines Ltd.




John Dinner,
President, John T. Dinner Board Governance Services 
Sylvia Groves, FCIS, Acc.Dir.,
President and Creative Director, Governance Studio 

When and Where
 
Vancouver
November 17 -19, 2017
Terminal City Club
870 West Hastings Street  
Vancouver, BC, V6C 1B6

Schedule:
Nov 17th & 18th:
8:30 a.m. to 5 p.m. - (Breakfast & lunch included)
Nov. 19th:
8:30 a.m. to 12 p.m. - (Breakfast included)

 

 
In today's environment executive compensation is on many boards' and shareholders' minds. Senior Executives want to be treated fairly, while shareholders want to ensure their invested capital is generating positive returns. Steering a board through the annual executive compensation cycle has continued to be an essential process within the general governance framework.

Join Global Governance Advisors on November 21st, to learn about the emerging trends boards are deciding on when it comes to executive compensation design, how top executives are being compensated amidst today's capital markets and shareholder voting guidelines. Whether you are a Governance Professional supporting a board within a publicly traded, private or non-profit organization, this session will discuss the emerging trends on executive and board compensation design, pay for performance, pay trends and why it's important to get the due diligence done before year end.
 
When and Where
 
Toronto
November 21, 2017
The Albany Club, 91 King St E,
Toronto, ON M5C 1G3


This event is also available by Webinar

LOCAL ENGAGEMENT
The session is designed for governance professionals who deal with financial reports without a business or financial background.

During this presentation you will receive a basic overview of the fundamental structure of the three main financial statements: the balance sheet, the income statement and the cash flow; how the statements are related to one another, and how they differ.
When and Where
Calgary
November 27, 2017
Calgary Petroleum Club
319 5 Ave SW,
Calgary, AB T2P 0L6
Edmonton
November 28, 2017
Epcor Tower,
10423 101 St NW #2000,
Edmonton, AB T5H 0E8
  This event is also available by Webinar

GPC invites members and non-members to join us in Vancouver on November 17th, for a local networking reception. Please RSVP by email to [email protected] 

Where and When
November 17, 2017 4:30pm - 6:00pm
Terminal City Club
837 W Hastings St,
Vancouver, BC V6C 1B6


Membership News
Not a GPC Member?
WHY JOIN ...

As a GPC Member, you will have access to:

  • A community of like-minded governance professionals

  • Key governance products, services and solution providers

  • Discounts for 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

  • 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 [email protected].

   

Annual Membership Fees

 

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.
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.

 

Social Media Policy

We are a publicly-traded company operating internationally. We have historically incorporated social media into the disclosure policy. We would like to develop an independent social media policy. I would appreciate receiving examples of social media policies that companies are using.

Professional Development for Directors

Can anyone share what their guidelines are for director/governor education and professional development? Do you have a budget in place and limit the tuition fee (for all education, i.e. seminars, conferences, accreditation)? Is criteria set-out in your by-laws or governance manual? Do you set limitations on costs/location/occurrences? 

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
Engagement evolves as investors target ESG
Corporate Secretary

This year's proxy season was marked by institutional investors piling pressure onto companies to adopt disclosure policies in a range of ESG-related areas. As a result, boards and governance teams are changing the way they engage with investors in an effort to avoid being on the wrong end of a vote.

Read More
CSA Reports Another Small Step for Women; Still No Giant Leap for Humankind
Blake, Cassels & Graydon LLP.

The Canadian Securities Administrators (CSA) recently published CSA Multilateral Staff Notice 58-309 Staff Review of Women on Boards and in Executive Officer Positions - Compliance with NI 58-101 Disclosure of Corporate Governance Practices (Notice). The Notice continues the review, for a third year, of "comply or explain" disclosure provided by non-venture public companies concerning the representation of women on boards and in executive positions, as set out in Form 58-101F1 - Corporate Governance Disclosure (Form).

Read More
TSX Amends Disclosure Requirements
Davies Ward Phillips & Vineberg LLP

The Toronto Stock Exchange (TSX) has adopted amendments to the TSX Company Manual that require listed issuers to post certain corporate governance documents on their websites and alter, in certain respects, the disclosure relating to security based compensation arrangements required to be included in listed issuers' management information circulars. The TSX solicited comments on prior versions of the amendments in requests for comments published on April 6, 2017, and May 26, 2016.

Read More
The Relationship Between Council and the Chief Executive Officer

Field LLP

The Chief Executive Officer of a professional regulatory organization is the senior staff person responsible for the overall operations of the organization. Typically, the CEO will report to Council which is responsible for providing governance oversight and establishing the overall strategic direction of the organization. A Chair will be appointed or elected to lead Council. The CEO is Council's one employee and typically has a direct reporting relationship to the Chair and a general reporting relationship to all of Council.

Read More
Canadian securities regulators seek comment on approach to determining director and audit committee member independence
Canadian Securities Administrators

Montreal - The Canadian Securities Administrators (CSA) today published for comment CSA Consultation Paper 52-404 Approach to Director and Audit Committee Member Independence, which is intended to facilitate a broad discussion on the appropriateness of the CSA's approach to determining director and audit committee member independence.

Read More
Canadian securities regulators release review of registered firms' cyber security and social media practices

Canadian Securities Administrators

Toronto - The Canadian Securities Administrators (CSA) today published CSA Staff Notice 33-321 Cyber Security and Social Media, which summarizes survey results of registered firms' cyber security and social media practices, in addition to providing guidance to firms in these areas.

Read More
Directors say boards more involved with cyber-security, poll finds

Corporate Secretary


Boards face growing pressure to ensure firms are prepared
 

Most directors insist their board is increasingly engaged in tackling cyber-threats, while a number continue not to receive briefings on the topic or their company lacks a plan in case of attack, according to new research..

Read More
Canadian governance pros happier with jobs, study finds
Corporate Secretary

Almost two thirds of respondents satisfied with work-life balance

Canadian governance professionals are - on the whole - happy with the demands placed on them at work and with their pay, according to new research.

A study by Global Governance Advisors (GGA) in partnership with the Governance Professionals of Canada finds that almost two thirds (64 percent) of those polled describe themselves as satisfied with their work-life balance. Eighty-four percent say they are satisfied with their compensation package.

Read More
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Recent Job Postings:-
 
Corporate Secretary
Teck Resources Limited ("Teck")

Vice-President & Corporate Secretary
Sun Life Financial (SLF)

Corporate Secretary
Exchange Bank of Canada

Please login to www.gpcanada.org to view all the Job Postings. 
Board of Directors
Lynn Beauregard, (President)
Governance Professionals of Canada, Toronto, 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, (Chair)
 Manager Governance and Assistant Secretary, Nexen Energy ULC, Calgary, AB
 
Glenn Keeling 
Sr. Partner, Executive Compensation & Governance, Global Governance Advisors, Toronto, ON
 
Cyndie Kremyr
Independent Director, Abbotsford, BC
 
David Masse
Principal, Governance View,  Toronto, ON
 
Sally Maziarz (Vice-Chair)
Assistant Corporate Secretary, EPCOR Utilities Inc., Edmonton, AB
 
Janis McKenzie, (Treasurer)
Independent Director, Oakville, ON
 
Bonnie Oakes Charron
Founder and Principal,
Board Concierge, Ottawa , ON
 
Josée Turcotte
Senior Vice-President, Corporate Secretary and Head of Governance, HSBC Bank of Canada, Toronto, ON

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 Manager, Membership and Marketing,  Caroline Bucksbaum . 


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 

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 [email protected]