THE NEWSLETTER FOR GOVERNANCE PROFESSIONALS OF CANADA
DECEMBER 2018
Season's Greeting from GPC!

As the year comes to an end, Governance Professionals of Canada would like to thank you for your marvelous support. 2018 has been a fruitful and stimulating year for GPC, courtesy of your incredible loyalty. May this holiday season and new year bring tremendous health, happiness, and prosperity. We look forward to sharing another monumental year with you in 2019 and beyond.

president's Message 

  

As we wrap up a very successful 2018 at GPC, I wanted to take this opportunity to give thanks to everyone in our GPC community (members, sponsors, partners, instructors and friends of GPC), for the constant support and enthusiasm we receive for our activities and programming.   
 
Some of our plans as we prepare for 2019 and worth noting include the following:  
 
1. The GPC Education Program (GPC-EP)  
The new 'Governance in Practice' program was a huge success in 2018 after having launched only a year ago this November. This has been one of the most anticipated and important initiatives that GPC has undertaken to date, and we are very pleased with the enthusiasm with which the program was received. To date, we have enrolled 144 participants and we look forward to graduating a total of 57 of them by the end of this year. The GPC-EP provides a focused and practical education that equips both new and seasoned governance professionals with key insights, best practices and practical tools, templates and precedents, to become more effective and to stay current in their profession. This program was developed and is taught by governance professionals and subject matter experts intimately familiar with the role. It is the piece that has been missing for those who want refine the skillset they need to take their organization's governance to new levels of excellence, or to move their careers forward by obtaining the GPC.D designation.
 
2. GPC's Expanded Local Engagement  
GPC continues to increase expand its presence locally, in order to provide important face to face events, networking and learning opportunities for our members. Edmonton, Vancouver, Calgary, Ottawa, Montreal and Toronto all have local chapter committees who are working away on creating local engagement opportunities for our members. This year and next year we continue to focus on adding value to the membership and to look for new ways to engage, retain and recruit members. We look forward to adding new local groups in Saskatchewan and in other regions where our members can gather to learn and network with their local colleagues.  
 
3. Professional Development  
GPC will be expanding our national professional development and webinar offerings in 2019. We are planning to offer a new suite of deep-dive sessions into key topic and practice areas as well as our regular webinars and workshops in 2019. Some of our topics will include: Minutes, Meetings and More, Strategic Planning and the Role of the GP, Best Practice Framework for Board and Organization Effectiveness, Cybersecurity Preparedness, Environmental and Social Governance, Subsidiary Governance, Managing Leadership Transitions, Public Sector Governance, Public Company Compliance and Best Practices, Not for Profit Governance, Risk Management and more!
 
4. 2019 Annual Conference - Mark your calendars for the 21st Annual Conference, to be held August 18-21, 2019 in Quebec City at the iconic Fairmont Chateau Frontenac!  
GPC's Annual Conference is the only event in Canada that gathers over 350 governance professionals, subject matter experts, academics, service providers and top governance experts under one roof, offers important learning, networking, exchanging of ideas, and allows participants to plug into the latest best practices and issues that they need to succeed. Keep an eye on your inbox in February 2019 for the first peek at the draft agenda -- mark your calendars now! Why not plan your summer holiday around the conference and bring your family to enjoy the beauty of Quebec City and surroundings and take in the many fun activities, sights and gourmet dining?  
 
5. 2019 Excellence in Governance Awards - Mark your calendars for the 7th annual ceremony and gala, to be held on November 7, 2019 at The Carlu in Toronto!  
This event has become a very significant occasion for the governance community and for corporate Canada as a whole. The calibre and quality of award submissions, winners, sponsors and attendees keeps growing year over year, as demonstrated by the success of the 2018 event this fall in Toronto, with close to 400 in attendance to cheer and support the shortlisted companies and winners. Plan to join us at this event on November 7, 2019 and more importantly, watch for the announcement for the call for nominations and make sure you enter for your chance to be recognized for the great work you and your organization do! For more details on the awards program, the categories, judges and criteria, Click here.  
 
I look forward to bringing you more updates on these and many more exciting initiatives that GPC is working on in the new year.  
 
On behalf of the Governance Professionals of Canada (GPC), I would like to once again thank you for your support in 2018 and wish you good health and happiness for the holidays, and GREAT governance in 2019!  
 
Sincerely,
Lynn Beauregard
President, Governance Professionals of Canada  
 
CONFERENCE and SPONSORSHIP UPDATE! 
CALL FOR SPEAKERS
 
Are you interested in getting involved in GPC's professional development and conference content in 2019?  
 
There is still time to submit your session idea! The deadline for submissions is January 9th, 2019!
 
The Governance Professionals of Canada is starting the planning for its annual programming for our 2019 professional development calendar and Annual Conference, and we are looking for new dynamic and engaging speakers and topics.  
 
If you are interested in submitting a session proposal, please complete your submission by Wednesday, January 9, 2019.  
 
Session submissions should be trending topics in the realm of governance. New perspectives on existing themes are also welcomed. Topics relevant for all levels and sectors of governance are welcome, and please highlight what makes your topic stand out!  
 
Thank you in advance for your time in submitting a proposal. Please note that only proposals selected for session development will be contacted.
 
Begin your speaker submission today by completing the survey in this link BEGIN SURVEY.
 
CALL FOR 2019 SPONSORS
 
Are your services and/or products valuable to the governance professional or their organization?  
 
GPC provides multiple engagement and touchpoint opportunities throughout the year, to speak directly to/or engage with our members and our community of governance professionals. Many of these opportunities with GPC come within our events and education activities.  
 
Having a presence at GPC events or activities will provide your organization with the recognition and brand awareness it seeks vis-à-vis influencers in the governance function, with a view to improve their board processes or other key strategic practices in their organizations.  
 
To start reviewing the opportunities that GPC offers, CLICK HERE for the 2019 GPC Annual Sponsorship Package! The more activities you sponsor with GPC, the more influence you gain and the more you save with our bundle pricing!

 

GPC Education program

We are committed to enhancing the profile of the Governance Professional through our Education Program and Certification. 'Governance in Practice' is the only program of its kind, providing a practical and unique education on governance processes and best practices. We recommend, whether you are new or seasoned in your role, that you and your colleagues consider attending this program to ensure your governance office is at the top of its game.

 

Enroll to obtain your GPC.D today!  

 

The Governance Professionals of Canada's certification program (GPC.EP), is meant for professionals in governance, to provide advancement opportunities in their profession,  enhance their existing skillset at all levels, and ensure they are equipped with the latest best practices to support their organizations in governance.

 

Those responsible for supporting their organization's boards, such as the corporate secretary, corporate counsel, legal, compliance and risk officers and others associated with the governance function in their organization, will benefit most from this education program and certification.

 

The GPC.EP is broken down into three modules. Each module must be completed along with examinations and a case study to receive the designation. The program content is applicable to all organizations, sectors and industries, with a focus squarely on the practical and hands-on best practices of the role at all levels of experience.

1: Foundations of Governance 
This module examines the responsibilities, the core of governance and the role of the governance professional, director management-driving board effectiveness throughout the director life-cycle, and managing and influencing board dynamics, culture, and relationships. This course is of great benefit if you are new to the profession, or for a refresher and important updates on key governance processes, best practices and compliance. 
 
2: Applied Governance 
This module provides an in depth review of key meeting and AGM processes, financial literacy for the non-financial governance professional, minutes management, record management and board committee frameworks. This course offers a more 'applied approach' of the day to day work of a governance professional.
 
3: Strategic Governance
This module is designed to provide a review and tools for more strategic elements of corporate governance. The course focuses on issues such as: risk and the governance professional, the role of governance professional in board strategy, CSR sustainability and ESG and the role of the board, as well as strategic finance and ethics.
 
UPCOMING LOCATIONS & DATES
 
Don't miss the upcoming opportunity to register for our upcoming 2019 modules! For 2019 dates, see below and visit our website for more detail.

Foundations of Governance  - Two and Half day Course
Toronto, March 22-24, 2019 | Vancouver, June 7- 9, 2019
 
Applied Governance  - Two and Half day Course
Calgary, March 1-3, 2019 | Toronto, May 31-June 2, 2019 | Vancouver, October 4-6. 2019
 
Strategic Governance  - Two and Half day Course
  Vancouver , April 12-14, 2019 | Calgary, May 3-5, 2019 | Toronto, September 13-15, 2019
 
INFORMATION & REGISTRATION 
 
For the detailed curriculum, additional certification information and requirements, fees, FAQs and to complete your registration today, visit www.gpcanada.org/gpc-ep. 
Professional development Events 
Membership News
GPC at the HRPA Conference and Tradeshow

GPC is exhibiting at HRPA January 28th - February 1st at Canada's largest HR Professionals  Conference & Tradeshow, attracting more than 4,500 HR and business professionals (at the Metro Toronto Convention Centre, South Building). We want to be there to provide insight into the GPC Education Program and Certification to HR professionals, in order to enhance their understanding of the role of the GP and their education needs. 
 

GPC Members!
Save on home, condo, renter's and car insurance.

 

As a trusted partner, the TD Insurance Meloche Monnex program is dedicated to helping Governance Professionals of Canada members get access to preferred rates on home, condo, renter's and car insurance coverage.


Here are a few other ways your savings can add up: 

  • Insuring more than one vehicle, including a motorcycle, ATV, or snowmobile
  • Installing an approved anti-theft system in your vehicle
  • Oning a hybrid or electric vehicle recognized by the Insurance Bureau of Canada
  • Installing an approved security system and/or smoke alarms on every level of your home
  • Living in a recently built home
  • Being claim-free for 5 years, or longer
TD Insurance is the leading direct response insurance group in Canada* offering quality insurance products for over 65 years. From getting a quote to filing a claim, their knowledgeable advisors will help you find options that are right for you.


*Ranks based on data available from OSFI, Insurers, Insurance Bureau of Canada, and Provincial Regulators, as at December 31, 2016.


Local Events & GPC Chapters

GPC's mission is to expand your learning opportunities and enhance your skillset as governance professionals. Our sessions are cross-country, local, in-person and where possible, by webinar. We also offer sessions that range by sector, skill level and trend. All of our upcoming events, national and local, can be found on the GPC event page here.
 
To assist with the local engagement, we're also calling upon key ambassadors to spearhead smaller, local networking opportunities. If you are interested in volunteering or would like to know more about local activities, please touch base with your chapter representative:
 
  • BC Chapter: Arne Gulstene  
  • Calgary Chapter: Amy Anderson
  • Edmonton Chapter: Aaron Friedenthal 
  • Toronto Chapter: Ivy Lumia
  • Ottawa Chapter: Kathy Cauchon and Christine Thomas 
  • Montreal Chapter: Matthew Fireman & Guy Lesperance 
 
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 is appreciated.

 

Delegation of Authority Policy 

Would anyone be willing to share their Delegation of Authority Policy (from Board to the CEO) and/or any best practices for creating such a policy in the context of CEO succession. Thanks!

To Respond:

Please submit your response by going to the GPC Forum.

 

If you wish to remain anonymous, click here for instructions 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. 

  Tools to Improve Gender Balance in your Organization

Launch Announcement
 
Exciting news! The Canadian Gender and Good Governance Alliance (the Alliance), made up of 8 not-for-profits with good governance or gender in their mandate (including Governance Professionals of Canada), was proud to launch their second strategy-focused tool, the CEO Blueprint, at the Corporate Board Summit on October 15th. The Blueprint is designed to equip Canada's CEOs with an action-oriented guide to building and leading gender balanced organizations.

Designed to help frame a CEO's agenda on gender diversity, the CEO Blueprint outlines three key steps and provides tactics throughout, for:
  • Building your vision
  • Making it mission critical
  • Focusing on high impact practices

Learn more and find the CEO Blueprint at www.cggga.ca.

NEWS AND UPDATES
New To The Board? What D&O Insurance Can Do For You
Stikeman Elliott LLP

D&O insurance, which we will discuss here in the context of directors only, is necessitated by the statutory liabilities to which board members are potentially subject (see our previous post). In many situations, the statutes that govern Canada's business corporations - such as the Canada Business Corporations Act or "CBCA" -expressly permit a corporation to indemnify its directors with respect not only to the costs of defending themselves but also with respect to amounts paid to satisfy an adverse judgment or to settle a claim. However, there are two other points to keep in mind:

Read More

Breaking New Ground: SEC Updates Rules to Modernize Property Disclosures Required for Mining Issuers
McMillan LLP

On November 19, 2018 the Securities and Exchange Commission (the "Commission") announced that it had adopted amendments to modernize the property disclosure requirements for mining registrants in the United States, and related guidance, under the Securities Act of 1933 (the "Securities Act") and the Securities Exchange Act of 1934 (the "Exchange Act"). The final rules apply to both domestic registrants and foreign private issuers.

Read More

Codes Of Responsible Business Conduct When Good Intentions Become Binding
Blake, Cassels & Graydon LLP.

Voluntary codes of conduct have become common (and even expected) practice as part of a broader corporate social responsibility (CSR) strategy for companies across all industries. Increasingly, companies have been facing litigation and reputational risks in connection with the implementation of their CSR goals and policies as articulated in their codes of conduct.

Read More

CSA issues warning to issuers regarding promotional activities
Minden Gross LLP

On November 29, 2018, the Canadian Securities Administrators (CSA) published CSA Notice 51-356 Problematic promotional activities by issuers ("Notice 51-356"). The notice warns issuers to avoid promotional activities that may artificially increase an issuer's share price and trading volume, or may mislead investors.

Read More

New Canadian Beneficial Ownership Reporting Requirements Affecting Certain Corporations May Soon Become Law
Moodys Gartner Tax Law LLP

New Canadian beneficial ownership reporting requirements affecting certain corporations may soon become law

The Canadian federal government recently introduced Bill C-86, Budget Implementation Act, 2018, No. 2 (Bill C-86) (the "Bill"). This Bill includes significant proposed changes to the Canada Business Corporations Act ("CBCA") concerning the disclosure of beneficial ownership of shareholders of federal private corporations. If passed, the amendments to the CBCA will become legally effective six months after receiving Royal Assent.e.

Read More

Proxy season 2019: ISS and Glass Lewis update guidance
Norton Rose Fulbright Canada LLP

Institutional Shareholder Services (ISS) and Glass Lewis (GL) have both updated their proxy voting guidelines for the 2019 proxy season. Key changes to the guidelines include board gender diversity, director overboarding, virtual meetings and environmental and social risks. The revised guidelines are applicable to meetings held in 2019.

Read More

The Double-Edged Sword of CEO Activism
Norton Rose Fulbright LLP

In a recent study published on SSRN by the Rock Center for Corporate Governance at Stanford University, authors David F. Larcker, Stephen Miles, Brian Tayan and Kim Wright-Violich argue that CEO activism - the practice of CEOs taking public positions on environmental, social and political issues not directly related to their business - is a "double-edged sword": CEOs who take public positions might build loyalty with employees, customers or constituents, but these same positions can inadvertently alienate important segments of those populations.

Read More

2018 Director Opinion Survey: Reflections & Resolutions
Hugessen Consulting Inc.

In an environment where investors, public and private, big and small, are placing mounting pressure and expectations on Canadian companies, corporate directors are on the frontlines. Topics such as sustainability and social issues are slowly making their way into the boardroom, and to some extent into incentive plans, while IT risk mitigation and cybersecurity remain top-of-mind across industries as companies adapt to digital forces. This survey draws out prevailing topics and analyzes the results to understand how industry, company size, and even director tenure, are driving perspectives and practices.

Read More

A Strong Voice for Enhanced Corporate Governance: Commonsense Principles 2.0
Fasken Martineau DuMoulin LLP.

Recently, a group of prominent executives released an open letter and document known as Commonsense Principles 2.0. Signatories include Mark Machin of the Canada Pension Plan Investment Board and Warren Buffett of Berkshire Hathaway. The purpose of the letter and the principles is to encourage companies to embrace a long-term view and enhance trust between investors and companies to improve the health of public capital markets. By virtue of the parties to the letter and the thoughtful nature of the principles themselves, the principles are expected to have a meaningful influence on governance practice and debate. Although American in focus, the principles and issues they address are meaningful for Canadian companies and investors as well.

Read More

The role of environmental, social and governance (ESG) factors in M&A
Norton Rose Fulbright LLP

In private equity, environmental, social and governance (ESG) factors are often overlooked and undervalued. Due diligence is usually more focused on the financial and quantitative aspects of the target. However, in recent years, ESG has proven to be a powerful underlying factor for business successes and failures. As evidence by the #MeToo movement, and the various human resource scandals that have made headlines in recent months, an unhealthy corporate culture can have serious consequences for even the biggest of enterprises. A study that looked at 231 mergers and acquisitions between 2001 and 2016 found that ESG compatible deals performed better than those with disparate positions on ESG, by an average of 21%.

Read More

CRA Announces Project on Ineligible Individuals Serving on Charity Boards
Miller Thomson LLP

The Canada Revenue Agency ("CRA") has just released its Report on the Charities Program 2015-2016 (the "Report") in which it reports to the Canadian public on what it has been engaged in during the 2015-2016 fiscal period. While the Report contains numerous interesting facts, one in particular is the CRA Charities Directorate's announcement of its upcoming project on ineligible individuals.

Read More

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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:
 
Board Secretary - Executive Office
Chartered Professional Accountants of Canada (CPA Canada)
 
Plan Board Specialist, MSRP & JPP
Alberta Pensions Services Corporation, APS
 
Plan Board Specialist MEP
Management Employees Pension Plan (MEPP)

AssistantCorporate Secretary
Great Panther Silver Limited  


Please login to www.gpcanada.org to view all the Job Postings.   
Governance Professionals on the Move:

Tell us about your new posting! GPC would like to add a feature in our newsletter to track our members and governance professionals in Canada. Send us your new appointments at: info@gpcanada.org
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
VP Corporate Governance Meridian Credit Union
Toronto, ON
 
Kathleen Cauchon (Secretary)
Senior Assistant Secretary, Bank of Canada, Ottawa, ON
 
Misti Christensen, (Chair) 
Senior Manager, Corporate Governance and Assistant Secretary , Nexen Energy ULC, Calgary, AB
 
Arne Gulstene
Regional Head -TSX Company Services, TMX, Vancouver, BC
 
Christine Thomas
Assistant Vice-President, Legal Services & Governance, Senior Legal Counsel and Corporate Secretary, MD Financial Management Inc., Ottawa, ON
 
Sally Maziarz (Vice-Chair)
Assistant Corporate Secretary, EPCOR Utilities Inc., Edmonton, AB
 
Janis McKenzie, (Treasurer)
Independent Director, Oakville, ON
 
Sheldon Stener
General Counsel and Corporate Secretary Strategy, Federated Co-operatives Limited, Saskatoon, SK
 
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 Seare Araya.  


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.

GPC Membership Benefit

Benefit From Top Resources from Governance Professionals Around the Country

"The promotion and advancement of the governance function in organizations in the private, public, not-for-profit and other sectors in Canada, through education, networking and the continued development and application of best governance practices."
  •  Professional development & education.
  • Industry networking opportunities.
  • The GPC Annual Corporate Governance Conference.
  • The excellence in governance awards (EG Awards/EGAs).
  • Information resources.
  • Advocacy
  • Strategic alliances 

Enjoy the Perks of Being a GPC Member!

 
Annual Membership Dues

 

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

  • Individual Professional - Commercial Interests: $540.00 CAD 

  • Individual Professional - Non-commercial Interests: $410.00 CAD

  • Non-practicing: $89.00 CAD

Visit our website - www.gpcanada.org/benefits to learn more about GPC membership and membership benefits.

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