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

Please note these important upcoming events and dates with GPC:

March 1, 2018: GPC - Korn Ferry Hay Group 2018 Corporate Governance Best Practices Survey launch  

Governance Professionals of Canada, in partnership with Korn Ferry Hay Group, will conduct our annual comprehensive survey on corporate governance practices in the Canadian market. This survey assists both Korn Ferry Hay Group and GPC in obtaining valuable insight into the current corporate governance landscape in Canada. Our 2018 Corporate Governance Practices Survey Report will analyze corporate governance practices, trends and issues across Canada and the results will be presented at our annual conference in August. This survey also assists in creating a short-list of companies for each of the categories in the GPC Excellence in Governance Awards. If you are involved in managing the governance responsibilities for your organization, watch your inbox to take part in this important survey! Take a look at the 2017 survey results, (GPC members only). Deadline to participate in the survey is April 15, 2018.

April 1, 2018: Launch of the 2018 GPC Excellence in Governance Awards (EGAs) nominations  

Nominations for the 6th annual Excellence in Governance Awards (EG Awards) will open on April 1st! This is your chance to be recognized for your organization's successes in governance, or to nominate another organization. The deadline for nominations is June 15, 2018, the shortlist of finalists will be announced in August 2018 and the award winners will be celebrated on October 25 in Toronto. For more information on the awards, the categories, criteria and judges, Click here.

August 19-22, 2018: 20th Annual GPC Conference on Corporate Governance, Victoria, British Columbia  

Planning is already well underway for this year's conference and it promises to be another great education and networking forum with a backdrop full of local ambiance. Early Early Bird registration will launch on March 15, 2018. Start arranging your schedule and travel accommodations. GPC has arranged for a preferential rate and room block at the Fairmont Empress, Victoria. For more details on the accommodations and about the conference please, Click here.

October 25, 2018: Excellence in Governance Awards Ceremony - The Carlu, Toronto  

The winners of the Excellence in Governance Awards will be announced and celebrated at a gala dinner and awards ceremony in October at the Carlu, in Toronto. To learn more about the 2017 winners, please download the 2017 Judges' Report.
We look forward to seeing you at our GPC events in 2018! 

NOT a member yet? Join a community of Canadian professionals in governance with GPC, and get access to a valuable network, significant discounts on your participation at any GPC event or education program, as well as important professional resources!
 
Sincerely, 
Lynn Beauregard
President, Governance Professionals of Canada
Conference and sponsorship update
20th Annual Corporate Governance Conference: August 19 - 22, 2018, Victoria, BC

The GPC Annual Corporate Governance Conference is just 5 and a half months away. Seems far off still, but the GPC team has been hard at work getting the details ready. We are looking at launching a sneak peek review of the preliminary program agenda and officially launching early-EARLY-bird registration mid-March. Plus, the conference programming qualifies for CPD credits! Once we finalize the sessions, we will confirm the number of hours.
 
Tours are being finalized, transportation discounts are being negotiated and preferential accommodation rates have been arranged - we can't wait to host you in August!
 
Full conference details can be found here.
Annual Sponsorship Opportunities

The annual conference is GPC's largest networking event, as well as the most sought-after sponsorship opportunity. Did you know that there are many other activities for you and your organization to get recognized? The Excellence in Governance Awards, professional development sessions, newsletter, 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 here.
Please contact me for any inquiries and interest you have in becoming a sponsor or partner for GPC! 
 
Tina Hutchinson  
Director, Conference & Sponsorship
416-921-5449 ext. 315 | [email protected]     
GPC Education program

Apply for the GPC Education Program (GPC-EP) - Governance in Practice, and obtain your designation as a GPC.D. GPC-EP is the only practical certification course available for governance professionals in Canada 
 
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. 
 
  • 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 program consists of three-module (2 ½ days each) and 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
Foundations of Governance
  • Toronto,  April 27 - 29, 2018
  • Vancouver, May 25 - 27, 2018
  • Calgary, Nov 9 - 11, 2018
Module 2
Applied Governance
  • Vancouver, April 13 - 15, 2018
  • Toronto, June 15 - 17, 2018
Module 3
Strategic Governance
  • Vancouver, May 25 - 27, 2018
  • Toronto, October 12 - 14, 2018

If you are interested in enrolling in one the individual modules, 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
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.

Sponsored by: Diligent
 
Calgary |  March 12, 2018
Presenter: John Dinner, President, John T. Dinner Board Governance Services
 
Edmonton |  March 13, 2018
Presenter: John Dinner, President, John T. Dinner Board Governance Services.
 
Ottawa |  March 20 , 2018
Presenter: Janis Riven, LLB & BCL, MBA, PAdm, FCIS, Acc.Dir., Corporate Governance Consultant, Governance & Compliance Solutions, John Molson School of Business, Concordia University.
 
Montreal |  March 2 3, 2018
Presenter: Janis Riven, LLB & BCL, MBA, PAdm, FCIS, Acc.Dir., Corporate Governance Consultant, Governance & Compliance Solutions, John Molson School of Business, Concordia University.
Cybersecurity Preparedness
You've been breached! Dealing with a cyber-attack: The role of the board and planning your organization's defense.

In person and webinar registration available for this session

Part I (8:30 a.m. to 10:00 a.m.)
In the first half of this session, you will participate in a moderated mock exercise with PWC's Game of Threats™, a digital game that is designed to simulate the speed and complexity of an actual cyber breach.
 
The game environment creates a realistic experience where two sides are required to make quick, high impact decisions with minimal information. You will experience firsthand a cyber threat and need to make fast-paced decisions, and see potential consequences of the selected actions in real-time. This exercise builds a keen awareness of the response scenarios that your organization needs to be prepared for, through real-time feedback on your selected actions, followed by a discussion about alternate responses and their potential outcomes.
Webinar participants note: Due to the level of in-person interactivity required in this first half of this session, the webinar will only be available for the panel discussion in the second half of the session.

Part II (10:30 a.m. to 12:00 p.m.)  
The second half of the session will then consist of an informal follow-up panel discussion with experts and practitioners familiar with cyber threats and breaches to discuss:
  • What should your organization do to prepare for a cyber attack
  • What is the role of the CEO, CIO and other key members of your organization in the case of a breach?
  • What is the board's role in the case of a cyber breach and its prevention?
  • Is the board prepared and equipped to make proper decisions on preparedness?
  • Key stakeholder communication plan - what measures need to be in place?
  • Creating a Cybersecurity Governance Framework to prepare for and deal with a cyber breach
Toronto | March 22, 2018

Sponsored by: NASDAQ & PWC
Organizational Culture - what is the role of the board
In person and webinar registration available for this session. 

Join GPC and our panel of experts discussing Organizational Culture and the role of the board. This session will delve into frameworks for organizational culture and how directors can lead by example, including:  
  • How can boards ensure that there is a framework in place for understanding and influencing organizational culture 
  • Where on the board agenda should culture questions should be asked 
  • Tone at the top, how can directors lead by example to contribute to culture 
  • Where does the question of culture sit in the context of board responsibilities? 
  • How to get culture on the board agenda...and why is this often a challenge?  
  • Where does it belong in the conversation as it relates to strategy, as it relates to risk, as a standalone item etc.? 
  • What is the role of the governance professional in contributing to board and organizational culture?  
  • #Metoo: understanding the implications for organizations and boards
Moderator: Deborah Rosati, Corporate Director, Co-founder & CEO, Women Get on Board
 
Panelists: Carol Faull, Culture Transformation Consultant, Facilitator and Executive Coach, L&C Strategic Advisory Consultants; Lloyd M. Segal, President & CEO, Repare Therapeutics; Heather Laxton, Chief Governance Officer & Corporate Secretary, Wesdome

Sponsored by: L&C Strategic Advisory Consultants & Women Get on Board
 
Toronto | March 27, 2018
The Spoke Club, 600 King St W, Portland Room, Toronto, ON M5V 1M3
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
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.

 

Policy and/or process for Director exit interviews 

Does anyone have a policy and/or process for Director exit interviews? Do you have a list of questions typically used? Is there a method you feel works the best?

Board operation on Merger 

Northwest & Ethical Investments Inc., Board of Directors, will dissolve upon the successful merger on April 1 2018 with two other entities, the details of the merger can be accessed by clicking on the following press release:

https://www.businesswire.com/news/home/20171212005986/en/Desjardins-Provincial-Credit-Union-Centrals-CUMIS-Merge

  • My question is whether or not there are any specific 'dissolution' resolutions and or any other required resolutions that this current Board will need to approve prior to the dissolution of the board and prior to the conclusion of the merger transaction?

  • There will be an AVISO WEALTH Board. There will subsequent to the closing, a new opco for Northwest & Ethical Investments Inc. that will consist of representation from the Aviso Wealth Board and from current Management

  • A follow-up question is whether or not the Meeting Minutes from this current Board's meeting to occur March 13 and March 14 are required to be approved by this current Board or can the AVISO Wealth Board approve the current board's meeting minutes?

  • For me and as well for General Counsel, this type of a situation is a definitive first and any guidance, direction and advice would be infinitely appreciated.

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
Cybersecurity: Five Guiding Principles for Boards
Miller Thomson LLP.

Data breaches and cyber-attacks continue to represent important threats to businesses of all shapes and sizes. High-profile data breaches have prompted heightened regulatory, shareholder, and public scrutiny of boardroom preparedness. While the importance of cybersecurity at the Board level may be obvious, it is often difficult to translate that awareness into concrete steps that should be taken.

Read More
Government of Canada Reports on Public Consultations About the Integrity Regime and Deferred Prosecution Agreements
Stikeman Elliott LLP
  • Two years after introducing the government-wide Integrity Regime as a further means to deter and address corporate wrongdoing, the Government of Canada sought public consultation to determine whether the Integrity Regime is achieving its objectives. 
  • The consultation also included a discussion about the introduction of deferred prosecution agreements ("DPAs") which are commonly used in the United States and provide a means of resolving criminal proceedings without the necessity of entering a criminal conviction. 
  • The Government invited submissions from the public, and on February 22, 2018, the Government published a report summarizing the views of those who participated in the consultation.

Read More
Amendments to Non-Profit Governance in Ontario
Miller Thomson LLP

The Ontario Corporations Act ("OCA") was recently amended after not being substantially updated in many years. In November 2017, the Cutting Unnecessary Red Tape Act, 2017 made certain amendments to the OCA to bring long desired flexibility to the Ontario non-profit governance rules.

Read More
BLG Securities Law Resource: Annual Reporting & Continuous Disclosure Rules Book
Borden Ladner Gervais LLP

For Canadian public companies, the New Year signals that a new proxy season is just around the corner.

BLG is pleased to share our securities law resource, Annual Reporting & Continuous Disclosure Rules Book, our compilation of the relevant securities law instruments and stock exchange rules with respect to:
  • continuous disclosure documents including the management information circular, annual information form, Management's Discussion and Analysis and financial statements; 
  • corporate governance disclosure; and 
  • proxy solicitation for the annual meeting. 

The Annual Reporting & Continuous Disclosure Rules Book also includes: 

  • the most recent proxy voting guidelines for 2018 published by proxy advisers, Institutional Shareholder Services Inc. and Glass Lewis & Co.; and 
  • the policy on board gender diversity published in October of 2015 by the Canadian Coalition for Good Governance.

Read More
Bringing Your Annual Meeting into the Digital Age
Fasken Martineau DuMoulin LLP

Annual meetings of shareholders of public companies often feature: attendance by a modest number of shareholders, and by the company's external legal counsel, auditor, investor-relations firm, service providers and other assorted hangers-on; the casting of virtually all votes prior to the meeting by way of proxy; perfunctory reviews of the past fiscal year by the..

Read More
Pencils in Space: Why Targets for Women in Corporate Leadership Should no Longer be a Debate
BABIN BESSNER SPRY LLP

I think I was in high school when I first heard the story about a contest held by NASA offering a hefty cash prize to anyone who could invent an anti-gravity pen for use in outer space. While many of the country's greatest minds set out to design such a "space pen", pouring millions of dollars and countless hours into the task, according to legend the contest was won by a young child who simply wrote: "Why not use a pencil?"
Canada's Global CSR Cop? The Proposed Canadian Ombudsperson for Responsible Enterprise
McMillan LLP

On January 17, 2018, the Government of Canada announced the creation of an independent Canadian Ombudsperson for Responsible Enterprise (the "Ombudsperson"), a development which it claimed was the first of its kind in the world.[1] The Ombudsperson will replace the existing Extractive Sector Corporate Social Responsibility ("CSR") Counsellor and marks a major shift in Canada's approach to CSR norms and policies. Rather than merely advocating for the voluntary adoption of CSR policies and offering the services of the Counsellor to encourage a mediated resolution of disputes, the Ombudsperson is expected to have the power to investigate complaints, compel evidence and make public recommendations with serious potential consequences for Canadian businesses operating internationally.

Read More
Reminder To TSX Listed Issuers: TSX Mandated Website And Security Based Compensation Disclosure To Take Effect During 2018 Proxy Season

Borden Ladner Gervais LLP

Issuers listed on the Toronto Stock Exchange ("TSX") are reminded that TSX disclosure requirements relating to website and security based compensation arrangements that were proposed in May 2016, pared back in April 2017 and approved in October 2017, will become effective during this coming proxy season. Specifically, as of April 1, 2018, listed issuers will be required to post the governance documents noted below on their websites (the "Website Disclosure"). In addition, listed issuers will need to include new security based compensation disclosure (the "Security Based Compensation Disclosure") in their management information circulars in connection with annual shareholder meetings for fiscal years ending on or after October 31, 2017, which includes any issuer with a December 31, 2017 year end. The Security Based Compensation Disclosure will require issuers to disclose, among other things, annual burn rates for security based compensation arrangements.
Is Your Website Ready? TSX Website Disclosure Requirements Come into Force on April 1
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 ; 
9 in 10 Canadian Companies suffered at least one cyber security breach last year
CNW Group Ltd.

Organizations attacked more than once a day, average cost of recovery surpasses $3.7 million

 

Canadian companies face almost constant cyber security threats, resulting in a rising number of incidents where sensitive data is stolen, according to the findings of a new study from Scalar Decisions Inc. of more than 420 Canadian IT and security workers.

Read More
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Events & workshops
GOVERNANCE PROFESSIONALS OF CANADA

Meetings, Minutes and More
Calgary | 12 Mar 2018
Edmonton | 13 Mar 2018
Ottawa | 20 Mar 2018
Montreal | 23 Mar 2018
 
Cybersecurity Preparedness
Toronto | Mar 22 2018
 
Organizational Culture - what is the role of the board
Toronto | 27 Mar 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
advertise with us

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

 

Contact any one of the GPC staff members to discuss your options today!
Job Postings
Do you have a career opportunity that you would like to share with our readers?  Click here for more details
 
Recent Job Postings:
 
Corporate Secretary (Part Time)
Canadian Light Source Inc. (CLSI)
 
Corporate Secretary
DUCA Financial Services Credit Union Ltd.
 
Support to Board Chair
Contact - Goodmans LLP

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
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 [email protected]