president's Message 

With February almost upon us, I wanted to take this opportunity to make sure you MARK YOUR CALENDAR for some important GPC activities in 2017!

March 1, 2017: GPC - Korn Ferry Hay Group 2017 Corporate Governance Best Practices Survey launch

For the fifth year in a row, GPC is teaming up with global management consulting firm Korn Ferry Hay Group to conduct a comprehensive survey on corporate governance practices in the Canadian market. This survey assists both the Korn Ferry Hay Group and GPC in obtaining valuable insight into the current corporate governance landscape in Canada. Our '2017 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! To take a look at the 2016 survey results, Click here.

April 1, 2017 :  Launch of the 2017 GPC Excellence in Governance Awards nominations

Nominations for the 5th 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, 2017, the shortlist of finalists will be announced in August 2017 and the award winners will be celebrated in November in Toronto. For more information on the awards, the categories, criteria and judges, Click here.

August 20-23, 2017: 18th Annual GPC Conference on Corporate Governance , St. John's Newfoundland


We are already hard at work developing this year's conference program and will be giving you a sneak peak in our February e-newsletter. Please also note that the Early Early Bird registration will launch on March 15, 2017. In the meantime, make certain that you save the dates of August 20-23rd and start looking into your travel and accommodations. GPC has arranged for a preferential rate and room block at the Delta St. John's. For more details on the accommodations at the Delta Hotel, Click here.

November 2, 2017:  Excellence in Governance Awards Ceremony - The Carlu, Toronto

The winners of the EG Awards were announced and celebrated at a dinner and awards ceremony on November 2nd at the Carlu in Toronto. To learn more about the 2016 winners and the reasons why the judges felt they should win the 2016 awards, download the 2016 Judges' Report.

Upcoming Professional Development seminars and workshops
We have kicked off our professional development agenda for 2017 with the following sessions that you or your colleagues might be interested in:
  • Meetings, Minutes and Resolutions - Also available as a webcast in Toronto, ON
    Vancouver, February 21, 2017, | Calgary, February 23, 2017 | Ottawa, March 29, 2017
  • Webinar: Sustainability, ESG, and Corporate Social Responsibility and The Board: What Governance Professionals Should Know
    March 1, 2017 - Limited space!
  • Subsidiary Governance: A Critical Tool for Risk Managementwith Webinar available
    Toronto, May 17, 2017
  • Governance Essentials for the Corporate Secretary - 2 day Seminar
    Calgary, June 12-13, 2017
See the section below on professional development for further details on these sessions.

We look forward to seeing you at our GPC events in 2017! NOT a member yet? Join GPC to get discounts on your participation at any GPC event and to get updates on issues, networking opportunities and more!
Lynn Beauregard
President, Governance Professionals of Canada
Conference and sponsorship update

2017 is well underway and we'd like to take this time to remind you of a few dates to mark your calendar:

  • March 15, 2017: Early-EARLY-bird registration opens for the 2017 conference
  • August 20 - 23, 2017: 2017 Annual Corporate Governance Conference in St. John's, Newfoundland

We are already hard at work developing this year's conference program and we will be giving you a sneak peak very soon!

Please make certain that you save the dates of August 20-23rd and start looking into your travel and accommodations. 

GPC has arranged for a preferential rate and room block at the Delta St. John's. For more details on the accommodations at the Delta Hotel, Click here.


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

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.
Vancouver | February 21, 2017
Terminal City Club, 837 West Hastings Street, Vancouver, British Columbia, V6C 1B6
Presenters: Christie Stephenson, Executive Director, The Peter P. Dhillon Centre for Business Ethics, UBC Sauder School of Business
Calgary | February 23, 2017
The Ranchmen's Club, 710 - 13th Avenue SW, Calgary, AB, T2R 0K9
Presenters: Sylvia Groves, FCIS, President and Creative Director, Governance Studio
Ottawa | March  29, 2017
Lord Eglin - St. Laurent Room, 100 Eglin Street, Ottawa, ON K1P 5K8
Presenters: Janis Riven, LLB & BCL, MBA, PAdm, FCIS, Acc.Dir., Corporate Governance Consultant, Governance & Compliance Solutions, John Molson School of Business, Concordia University.
Governance Essentials for the Corporate Secretary - 2 Day Seminar
This two-day seminar is a great way to get up to speed or to expand your corporate secretariat skill set. It will examine the responsibilities, roles and accountabilities of the corporate secretary's position, explore best practices and provide practical solutions to current governance challenges. This session will be of great benefit to you if you are new to the profession or provide a great refresher and updates to someone responsible for governance processes and/or compliance processes in your organization.
Presenters: Sylvia Groves, FCIS, President and Creative Director, Governance Studio; Richard Leblanc, CMC, BSc, MBA, LLB, JD, LLM, PhD, Faculty of Liberal Arts and Professional Studies, York University; Janis Riven, LLB & BCL, MBA, PAdm, FCIS, Acc.Dir., Corporate Governance Consultant, Governance & Compliance Solutions, John Molson School of Business, Concordia University

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

Webinar: Sustainability, ESG, and Corporate Social Responsibility and The Board: What Governance Professionals Should Know
March 01, 2017

The global trend to sustainability is underway. More companies and their boards understand the ways in which good sustainability performance can both protect and create shareholder value. That is why corporate secretaries and governance professionals are supporting their boards to enhance their sustainability stewardship and oversight roles.

Subsidiary Governance: A Critical Tool for Risk Management
Toronto, May 17, 2017

Among the many hard lessons of Worldcom, Enron and the global financial crisis of 2008 was that, as businesses become more complex, a thoughtful and effective subsidiary governance framework is critical. 

Parent company boards must finds ways to exercise effective oversight over the company's subsidiaries. Subsidiary networks can be composed of a few domestic companies or thousands of entities in dozens of jurisdictions. Subsidiaries themselves can be as simple as a special purpose financing vehicle or as complex as regulated, client facing entities with multiple revenue streams. Unlike their public company parents that are subject to stringent continuous disclosure requirements, subsidiaries are opaque and do not lend themselves easily to scrutiny. In addition, companies must find the right balance between the parent company's need to set group strategy and coordinate group oversight, while respecting the legal duties of subsidiary directors.

Membership News

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.


Board of Director - Leave of Absence policy

We are looking for recommended policy language with respect to Directors taking a leave of absence. We recently had a director on an extended medical leave and were unsure how to proceed. Please help!

Board of directors evaluation

We are considering using an an electronic « all in one » solution that would not only allow the creation of questionnaires, but would also provide features to analyze efficiently the numerical and text data we received from our directors.

If anyone has a specific product recommendation, I would appreciate knowing about the product and why you recommend it. Thank you for your time and assistance.

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.

Regulations For CBCA's New Diversity, Majority Voting And Notice-For-Access Provisions Released
Stikeman Elliott LLP

The Government of Canada has released proposed regulations to accompany the proposed amendments to the Canada Business Corporations Act under Bill C-25 (discussed here). These proposed regulations add detail to Bill C-25's three major themes:

  • Diversity disclosure;
  • Majority voting in uncontested director elections; and
  • Internet-based provision of meeting materials to shareholders (notice-and-access).

The proposed regulations were published on December 13, 2016 and will not come into effect until Bill C-25 itself takes force (it has passed second reading). As noted in our previous post, Bill C-25 is primarily an effort to bring the CBCA into alignment with recent developments in Canada's securities laws and stock exchange rules.

Read More

CSA Reports on Cybersecurity Disclosure Review
Blake, Cassels & Graydon LLP.

On January 19, 2017, the Canadian Securities Administrators (CSA) published Staff Notice 51-347 Disclosure of cyber security risks and incidents (Staff Notice), which reports on their broad-ranging review of the filings of the 240 constituent issuers in the S&P/TSX Composite Index concerning their disclosure of cybersecurity issues. The review focused on how cybersecurity issues have been addressed in risk factor disclosure, as well as disclosure about any previous cybersecurity incidents.

Read More

Putting Teeth Into 'Comply Or Explain': U.K. Regulator Asks For More Powers

Forbes Media LLC.


As it publishes its annual report today, the U.K.'s Financial Reporting Council (FRC) reveals it has asked the government for more oversight powers.

The independent regulator's role is to promote high quality corporate governance and reporting to foster investment. Over the last few years its strategy has been driven by what it sees as the lessons of the global financial crisis. Now, after 25 years of evolution for the U.K.'s Corporate Governance Code set out by Sir Adrian Cadbury, the FRC is ready to concede that further changes are needed to restore public trust in business and intends to do so essentially by putting more teeth into "comply or explain."

Read More

Guideline E-23: The Draft Enterprise-Wide Risk Management Guideline
McMillan LLP.

The Office of the Superintendent of Financial Institutions ("OSFI") released for comment its draft Enterprise-Wide Model Risk Management Guideline ("Guideline E-23") on December 21, 2016. The proposed guideline will apply to banks, foreign bank branches, bank holding companies, federally regulated trust and loan companies and cooperative retail associations. OSFI asks that all interested parties submit written comments to OSFI no later than February 28, 2017. The final version of the guideline is expected to come into force on November 1, 2017.
Year in Review: Legislation and Guidance for Financial Institutions in 2016
Blake, Cassels & Graydon LLP.

The regulation of federally regulated financial institutions (FRFIs) continued intensifying in 2016 with a new wave of legislative and regulatory initiatives impacting mortgage lending, the bank resolution regime, the life insurance capital framework, anti-money laundering legislation, deposit insurance, and corporate and operational-risk governance, among many other areas. The key initiatives introduced or implemented in 2016 are outlined in this, our annual regulatory overview.

Read More

An age of shareholder empowerment

Norton Rose Fulbright LLP.


In a corporate directors survey (the Survey) entitled "The swinging pendulum: Board governance in the age of shareholder empowerment", PricewaterhouseCoopers LLP (PwC) presents current trends in investor influence and their impact on governance practices of boards and management teams.

Conducted amongst 884 company directors in the summer of 2016 with respondents representing over 24 industries, the Survey highlights the increasing influence of investors and board sentiment in this "new age of shareholder empowerment".

Board Diversity Series: Voices of proxy advisers and other influencers
Stikeman Elliott LLP

Proxy advisers such as Institutional Shareholders Services (ISS) and Glass Lewis have started to respond to the changes in corporate governance relating to gender diversity, and to encourage further development. While neither ISS nor Glass Lewis have taken any specific positions on gender diversity, their approaches do signal growing support for board diversity and renewal. In its 2017 Proxy Season Guidelines (2017 Guidelines), Glass Lewis notes that "nominating and governance committees should consider diversity when making director nominations within the context of each specific company and its industry" and that "shareholders are best served when boards make an effort to ensure a constituency that is not only reasonably diverse on the basis of age, race, gender and ethnicity, but also on the basis of geographic knowledge, industry experience, board tenure and culture."However, with respect to the term and age limits, Glass Lewis has maintained in its 2017 Guidelines that rather than relying solely on age or tenure limits, boards should evaluate whether changes in board composition are necessary based on an analysis of the company's desired skills and experience, as well as the results of director evaluations. Glass Lewis reiterates that director experience is a valuable asset to shareholders but supports the routine evaluation of directors and periodic board refreshment. Glass Lewis continues to believe that, once adopted, a term limit should not be waived. Consequently, it will consider recommending that shareholders vote against members of nominating and/or governance committees where such a waiver has been granted without a reasonable explanation.

Read More

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Events & workshops

Meetings, Minutes and Resolutions - Also available as a webcast in Toronto, ON
Vancouver, February 21, 2017 Calgary, February 23, 2017 Ottawa, March 29, 2017


Webinar: Sustainability, ESG, and Corporate Social Responsibility and The Board: What Governance Professionals Should Know
March 1, 2017 - Limited space!


Subsidiary Governance: A Critical Tool for Risk Managementwith Webinar available
Toronto, May 17, 2017


Governance Essentials for the Corporate Secretary - 2 day Seminar
Calgary, June 12-13, 2017

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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:-
Assistant Corporate Secretary
Lundin Mining

Board Director
Concentra Bank
Assistant Corporate Secretary
International Development Research Centre (IDRC)
Board Officer/Assistant Secretary
BC Pension Corporation

Corporate Secretary
Genome Prairie

Please login to 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, Vice Chair
Sr. Manager Governance and Assistant Secretary, Nexen Energy ULC, Calgary, AB
Alain Dussault
Lawyer, Corporate Secretary's Office, Canadian National Railway Company, Montreal, QC
Glenn Keeling
Sr. Partner, Executive Compensation & Governance, Global Governance Advisors, Toronto, ON
Cyndie Kremyr
Abbotsford, BC
David Masse, Chairman of the Board
Toronto, ON
Sally Maziarz, Secretary
Assistant Corporate Secretary, EPCOR Utilities Inc., Edmonton, AB
Janis McKenzie, Treasurer
Brampton, ON
Bonnie Oakes Charron
Ottawa, ON
Josée Turcotte
Senior Vice-President, Corporate Secretary and Head of Governance, HSBC Bank of Canada, Toronto, ON

Not a GPC Member?

As a GPC Member, you will have access to:

  • A community of like-minded governance professionals

  • A network of key governance products, services and solution providers

  • Access to and discounts for GPC professional development, education sessions and webinars throughout the year, including the leading annual conference on corporate governance best practices in Canada.

  • Practical resources and guidance on best practices in good governance for their organization

  • Monthly electronic newsletter 'Governance Matters' and briefing on the latest developments in governance in Canada and internationally

  • Updates on the latest regulatory developments and their impact, as well as a voice in the consultation process through GPC

  • Preferential access to practical, professional development activities offered by various like-minded partners in Canada and internationally

We are the voice of corporate secretaries and governance professionals in Canada!

If you have any questions or require further information, email us at


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 - to learn more about GPC membership and membership benefits.

Membership renewal notices 

Membership renewal notices are sent out 2 months prior to your anniversary date. 

If you haven't received your notice, or have questions about your membership, renewal payment or require a credit card authorization form, contact Manager, Membership and Marketing,  Amberly Strauss 

Take advantage of the GPC' flexible and green option of online renewal by:

  1. Logging on to your profile here with your email and password. Can't remember your password? Reset it here ;Following suggested actions on your profile screen; and
  2. Reviewing all information in your profile and revising as required 
If there are changes in your contact details, we would like to remind you to please update your membership profile online so that we can make certain that you receive your renewal notice and any other GPC membership communication.

Thank you for your continued support of GPC.

About GPC 

The Governance Professionals of Canada (GPC) is the voice of Corporate Secretaries and governance professionals in Canada. Its members deal with disclosure and matters affecting corporate governance, including the structure and meetings of the board of directors and its committees, the proxy process and annual meetings. As such GPC strives to provide valuable and timely information on recent changes and developments which affect our members - in all sectors. 


Specialties: Our members include professionals with positions such as Corporate Secretary, Manager Corporate Governance, General Counsel, Chief Compliance Officer, VP Regulatory Affairs, Associate Corporate Secretary, and Board Administrator.


Mission Statement

The promotion and advancement of effective governance and corporate secretarial practice in organizations in the private, public, not-for-profit and other sectors through the continued development and application of governance and corporate secretaryship best practices.

This e-newsletter is issued monthly to all GPC members.  Non-members may also subscribe and receive the newsletter without access to member only content. 
If you have comments or wish to contribute material to this newsletter, please e-mail us at