THE NEWSLETTER FOR GOVERNANCE PROFESSIONALS OF CANADA
MARCH 2018
president's Message 
  

As we finally welcome Spring, I have two very important announcements:

1. The 'Early-early bird' registration is now open for the 20th GPC Annual Corporate Governance Conference!

 

Plan to attend the premier event for Canadian corporate governance professionals this coming August 19th - 22nd, in stunning Victoria, BC! 

 

It is that time of year when we offer a sneak peek at the preliminary draft agenda, with a very special and limited registration price for early birds who want to take advantage of this opportunity, available only until April 15th! 

 

The GPC Conference is the leading Canadian conference for corporate secretaries and governance professionals. The event attracts over 350 governance professionals from leading corporations across Canada and features three days of expert panels, workshops and breakout sessions on top of mind issues and the evolving corporate governance landscape in Canada and internationally. It is a unique opportunity to network with colleagues, experts, governance service providers and practitioners. The conference provides priceless opportunities to exchange ideas, discuss current challenges and share best practices. 

 

As always, this year's program will bring together leading subject matter experts on critical issues in governance from across all sectors and industries. This year's conference will feature streams on The Board and The Governance Professional, Critical Issues in Governance, and Trending in Governance, as well as sector and topic-specific roundtable discussions, plenary panels and keynote speakers... in addition to the great socializing and networking opportunities! 

 

For additional agenda details, including session descriptions, check out the preliminary conference program and click here to register today for the early-EARLY-bird discount (available until April 15th!

 

I look forward to seeing you in Victoria in August!

2. The call for nominations for the 6th annual Excellence in Governance Awards (EG Awards) opens next week on April 3rd!

  

This is your organization's chance to be recognized for its successes and best practices in governance.

 

This year, we have added a new award and we hope to see many nominations for this one: Governance Professional of the Year Award. We know that there are so many deserving individuals who, without their dedication, their organization's boardroom and governance processes would simply not be as robust. So send in your name or nominate a well-deserving colleague this year!

 

The deadline for nominations is June 15th, 2018. The Excellence in Governance Awards shortlisted finalists from each category will be announced in August. Our highly respected panel of judges will select the winners for the awards which will be announced and celebrated on October 25, 2018 at the Carlu in Toronto, ON at the annual GPC Excellence in Governance Awards banquet and dinner.

 

For more information on the awards, the categories, criteria and judges, click here. To learn more about last year's winners and the reasons why the judges chose these organizations, download the 2017 EGA Judges' Report.

  Sincerely, 
Lynn Beauregard
President, Governance Professionals of Canada
2018 Corporate Governance Practices Survey

Your input and response to the 2018 Corporate Governance Practices Survey is important! The deadline to participate is April 16, 2018

Governance Professionals of Canada and Korn Ferry Hay Group are conducting this 6th annual comprehensive survey on corporate governance practices in the Canadian market. This survey helps both Korn Ferry Hay Group and GPC in obtaining valuable insight into the current corporate governance landscape in Canada. It also assists GPC in creating a short-list of companies for each of the categories in the GPC Excellence in Governance Awards.

Take a few minutes to complete this survey: Click here to access the survey.
Conference and sponsorship update
Annual Sponsorship Opportunities

The annual conference is GPC's largest networking event, as well as the most sought-after sponsorship opportunity for governance product and service providers. It boasts the only tradeshow for companies who want to be in front of the governance decision-maker. 

Did you also know that there are many other GPC activities for you and your organization to get recognized? The Excellence in Governance Awards, our professional development sessions as well as our new GPC Education Program (GPC-EP), our monthly E-newsletter, the GPC website and local chapter events, are all opportunities that offer great interaction and exposure to GPC members, but also customized for your varied budgets.
 
Check out the complete offerings and opportunities in 2018 here.
Please contact me for any inquiries and interest you have in becoming a sponsor or partner for GPC! 
 
Allegra Christie  
Manager, Events & Special Projects
416-921-5449 ext. 315 | allegra.christie@gpcanada.org     
GPC Education program
Register today to obtain your designation as a GPC.D. The only practical certification course available for governance professionals in Canada offered by Governance Professionals of Canada. 
 
The GPC-EP program consists of three courses (2 ½ days each) and is designed to enhance the existing skills of governance professionals of all levels, in roles such as: governance, legal, compliance, ethics, stakeholder relations, board and committee support, and whether in public, private, not-for-profit or governmental organizations.

Your effectiveness and your success directly impacts the efficiency of your board and your organization in governance. 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.
 
Individuals new to governance, 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 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.
 
Foundations of Governance Course
  • Toronto,  April 27 - 29, 2018
  • Vancouver, May 25 - 27, 2018
  • Calgary, Nov 9 - 11, 2018
Applied Governance Course
  • Vancouver, April 13 - 15, 2018
  • Toronto, June 15 - 17, 2018
Strategic Governance Course
  • Vancouver, May 25 - 27, 2018
  • Toronto, October 12 - 14, 2018
If you are interested in enrolling in one the individual courses, you can access the single registration page for any of the modules without pursuing the full certification, by clicking on these separate links below.
 
Foundations of Governance  - Two and Half day Course
Toronto  | Apr 27 - 29 2018 | Vancouver | May 25 - 27, 2018 | Calgary | Nov 9 -11, 2018 
 
Applied Governance  - Two and Half day Course   
Vancouver |  April 13 - 15, 2018  | Toronto | June 15 - 17, 2018
 
Strategic Governance  - Two and Half day Course
Vancouver | May 25 - 27, 2018  | Toronto | October 12 - 14, 2018
 
Professional development EVENTS
Toronto Chapter Event:
Director Independence, Term Limits, Tenure and More - How Canadian Organizations Manage Board Renewal

Join the GPC Toronto Chapter in discussing a key and ongoing topic of discussion for boards. This excellent panel will be discussing and providing key exert insights in order to answer the following questions:
  • The definition of independence in Canada vs other jurisdictions...is it appropriate?
  •  What is the impact of tenure on independence? 
  • What is the impact of tenure on diversity? 
  • Should boards implement age and term limits? What would the impact be on board renewal? 
  • Does the recent focus on term limits enhance, diminish, or have little to no impact on the rigour and effectiveness of Board evaluations?  
  • What should boards be addressing in terms of key issues that will affect board renewal going forward?
Moderator:  Michelle Tan , Principal, Hugessen Consulting 

Panelists: Susan Wolburgh Jenah, Corporate Director and Senior Advisor, Aird & Berlis LLP; Brigitte Catellier, VP Corporate Governance, Meridian Credit Union; Matthew Fullbrook, Manager of the Clarkson Centre for Board Effectiveness (CCBE), Rotman School of Management

Sponsored by: Hugessen Consulting

Toronto | April 9, 2018
Toronto, ON - Location TBA
BC Chapter Session:
#MeToo and the Boardroom

#Time'sUp. We're changing how we talk about sexual assault and harassment in the workplace. What does this mean for governance professionals and boards? Some issues we'll explore in this session:  
  • Board responsibilities for leadership in workplace culture
  • The board's role in crisis response to allegations of harassment
  • What if your board is the problem? How to deal with individuals who are "untouchable"
Join us for lunch and a conversation with Shona McGlashan, MEC's Chief Governance Officer and lifelong feminist, on how we ensure that boards react and respond to this pivotal moment.

Sponsored by: TMX

Vancouver | April 16, 2018
TMX Group, Suite 2700 - 650 West Georgia Street, The Whistler Boardroom,
Vancouver, BC V6B 4N7

Minutes and Running Effective Board Meetings

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.

Sponsored by: Diligent
 
Vancouver | April 27, 2018
Presenter: Rachel Collabela; Governance Colsultant, Waston Inc.
30%  Registration   Discount for Members of GPC 
For your registration code click here
Membership News
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.

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:
 
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.

 

Does the Secretary of the board of directors have to be an officer of the company? 

Does the Secretary of the board of directors have to be an officer of the company?

Board Certification re: Information Security 

Is there are any standards or certifications available for Boards, that help satisfy their requirement for information/data security oversight.

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. 

NEWS AND UPDATES
Global Board Evaluation Practices and Trends
Corporate Secretaries International Association Limited

Annual board effectiveness evaluations are a vital element in maintaining an effective and accountable board. Recent research by the Corporate Secretaries International Association Limited (CSIA) finds that the Corporate Secretary or Governance Professional is increasingly taking centre-stage, not only in convincing the board of the value of a thorough evaluation process, but in facilitating the evaluation and coordinating the remedial actions. The CSIA's recently concluded global research paper titled Global Board Evaluation Practices and Trends: Lessons for the Corporate Secretary, in collaboration with Diligent - a leading provider of communication and collaboration tools for boards and C-suite executives -focused specifically on the role of the Corporate Secretary or Governance Professional. To access the report click HERE.
 
Proxy Season 2018: Key Things to Know
Wildeboer Dellelce LLP

In the past year, there have been significant developments in a number of areas of corporate governance and securities law that both issuers and investors should be aware of leading up to the 2018 proxy season. Certain of these developments have been initiated by the Toronto Stock Exchange ("TSX"), the Ontario Securities Commission (the "OSC") or the Canadian Securities Administrators (the "CSA"), while others are reflected in proxy voting guidelines issued by proxy advisory firms Glass, Lewis & Co. ("Glass Lewis") and Institutional Shareholder Services ("ISS"). Below is a summary of the most significant developments to keep in mind for the 2018 proxy season.
 

Read More

BCSC Considering Gender Diversity Disclosure Requirements
Stikeman Elliott LLP

The British Columbia Securities Commission (BCSC) has requested comments with respect to gender diversity requirements previously adopted in the other Canadian jurisdictions (other than Prince Edward Island) (the Participating Jurisdictions).

The Participating Jurisdictions are considering amendments to the gender diversity disclosure requirements, including whether governance guidelines should be adopted to supplement the existing "comply or explain" disclosure model.

Read More

NYSE relieves companies of proxy material mailing requirements
Corporate Secretary

Until now, firms have had to file six hard copies of the documents with the exchange

Companies grappling with the stress and workload of the proxy season got a little good news earlier this month when the SEC gave the green light for issuers to stop sending the NYSE hard copies of proxy materials.

Read More

How to protect against subsidiary liability
Corporate Secretary

With proper planning, wholly owned subsidiaries and their parents can rebuff veil-piercing claims in even the most hostile legal environments

Companies both large and small enter new ventures all the time. Netflix was originally a DVD delivery service, Amazon sold only books until 1998 and Pixar Animation was only a computer engineering and special effects company for more than a decade.

Read More

AGMs 2018: Investors target strategy and board composition
Corporate Secretary

Survey finds ESG engagement focus will be on board skills and experience

Governance and investor relations teams working on and around AGMs this proxy season should be paying particular attention to the stories their companies are telling about strategy, who is on the board and ESG-related efforts, according to new research.
Canadian securities administrators announce policy projects aiming to reduce regulatory burden in public markets
Canadian Securities Administrators

Toronto - The Canadian Securities Administrators (CSA) today published CSA Staff Notice 51-353 Update on CSA Consultation Paper 51-404 Considerations for Reducing Regulatory Burden for Non-Investment Fund Reporting Issuers, which outlines the CSA's plan to pursue policy projects to examine specific prospectus requirements, revisit certain continuous disclosure requirements, and enhance electronic delivery of documents.

Read More

International Women's Day Recap

Fasken Martineau DuMoulin LLP.

Gender diversity during proxy season and National Instrument 58-101 Disclosure of Corporate Governance Practices (NI 58-101) are reviewed when CSA releases their staff notice regarding compliance for 2018 (as reported in our Timely Disclosure posts in 2017, 2016 and 2015). In celebration of international women's day, here is a recap of gender diversity promotion and a preview of discussion points to come at the end of proxy season 2018:

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GOVERNANCE PROFESSIONALS OF CANADA

Minutes and Running Effective Board Meetings
Vancouver | 27 April 2018
 
 
#MeToo and the Boardroom
Vancouver | 16 April 2018
 
Increasing the Governance Professional's Value to the Board: Insider Tips and Tricks from a Board Chair
Edmonton | 26 April 2018
 
Foundations of Governance  - Two and Half day Course
Toronto  | April 27 -29 2018
Vancouver | May 25 - 27, 2018
Calgary | November 9 - 11, 2018 
 
Applied Governance  - Two and Half day Course 
Vancouver | April 13 - 15, 2018
Toronto | June 15 - 17, 2018
 
Strategic Governance  - Two and Half day Course
Vancouver | May 25 - 27, 2018
Toronto | October 12 - 14, 2018
 
 
For complete list of GPC events click here
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e-newsletter both offer the opportunity to reach our targeted market.

 

Contact any one of the GPC staff members to discuss your options today: info@gpcanada.org.

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:
 
Compliance Advisor and Privacy Officer,
FortisBC

University Secretary (APC), Office of the President, 
Saint Mary's University

Corporate Finance Associate/ Corporate Secretary, 
Fiore Management & Advisory Corp.

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
 
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 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!

 

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