THE NEWSLETTER FOR GOVERNANCE PROFESSIONALS OF CANADA
FEBRUARY 2019
president's Message 

  

MARK YOUR CALENDAR for the 21st Annual GPC Conference on Corporate Governance: Next Generation Governance: Resilience, Agility and Innovation - August 18-21, 2019. Planning is already well underway for this year's event and it promises to be another fantastic educational forum, with a backdrop full of great ambiance, culture and delicious cuisine in beautiful Quebec City.
 
This annual conference brings together participants from all across Canada and features two and a half days of expert panels, workshops and breakout sessions on top of mind issues, the evolving corporate governance landscape in Canada and internationally, and best practices in the governance field. This year's theme, Next Generation Governance: Resilience, Agility and Innovation, will also stir up important dialogues and explore the new frontiers of governance and the impact on your organization.  
 
The conference attracts between 350 and 400 governance professionals from organizations of all sectors across Canada (including Corporate Secretaries, General Counsel, Head of Legal, Compliance and Risk, CEOs, CFOs and Board Members), and presents a unique opportunity to learn about the current recommended practices in governance. In addition to bringing in some of Canada's top governance practitioners, academics and thought leaders as speakers, the delegates will also have a chance to meet some of their counterparts through our many networking opportunities and social events, as well as to learn from one another and benchmark their practices.  
 
It is an annual conference NOT TO BE MISSED! Watch for the 'Early Early Bird registration', which will launch in Mid-March. GPC has arranged for a preferential rate and room block at the Fairmont Château Frontenac, Quebec City, so you can start making your travel accommodations now. For more details on the accommodations and about the conference please, Click here.  
 
Sincerely,
Lynn Beauregard
President, Governance Professionals of Canada  
 
CONFERENCE and SPONSORSHIP UPDATE! 
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 
Other Events:

Competent Boards Presents: 
March 13, 2019, 11 am EST - Climate Competent Boards - Free Webinar - "How to Set Up Effective Climate Governance on Corporate Boards"
 
Learn, and discuss "How to Set-Up Effective Climate Governance on Corporate Boards" and unpack the newly-released report by the World Economic Forum and PwC.  
 
Helle Bank Jorgensen, CEO, Competent Boards will be joined by the authors of the report to share insight that can help boards, executives, management, investors and all those that are looking to assist companies in becoming climate competent.  
 
Speakers:  
  • Jon Williams, Partner Sustainability & Climate Change, PwC
  • Jonathan Grant, Director, PwC
  • Dominik Breitinger, Project Lead, Climate Governance & Finance & Global Leadership Fellow, World Economic Forum
Register here: https://competentboards.com/webinars/
Membership News
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.

 

Whistle blower Policy 

HR department would like to change the name of our "Whistle blower" Policy to something with a less negative tone. Is anyone using a different term?

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. 


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.


NEWS AND UPDATES
Canadian securities regulators release detailed data from review of women on boards and in executive officer positions
Canadian Securities Administrators

The securities regulatory authorities in Manitoba, New Brunswick, Newfoundland and Labrador, Northwest Territories, Nova Scotia, Nunavut, Ontario, Québec, Saskatchewan and Yukon (the participating jurisdictions) today published the underlying data used to prepare CSA Multilateral Staff Notice 58-310 Report on Fourth Staff Review of Disclosure regarding Women on Boards and in Executive Officer Positions, which was published on September 27, 2018.

Read More

Private Federal Corporations Must Track Controlling Shareholders Beginning in June 2019
Davies Ward Phillips & Vineberg LLP

Bill C-86 introduces significant changes to the Canada Business Corporations Act (CBCA) that will come into effect on June 13, 2019. Corporations governed by the CBCA (excluding corporations that are reporting issuers or are listed on a "designated stock exchange" as defined in the Income Tax Act (Canada)) will now have to prepare and maintain a register of individuals with significant control. Canadian provinces are expected to adopt similar provisions in their corporate statutes in the near future as part of a coordinated effort of the federal and provincial governments to enhance transparency in the ownership of corporations. These changes reflect international efforts to prevent tax evasion, money laundering and terrorist financing. The United Kingdom has already implemented a public register of persons and entities having significant control that applies not only to corporations but also to partnerships and trusts..

Read More

Investors focus on board diversity for 2019 proxy season
Corporate Secretary

EY report highlights top three investor concerns as board diversity, ESG and human capital

More than half (53 percent) of investors say board diversity is top of mind going into this year's proxy season, according to the 2019 Proxy Season Preview report from the EY Center for Board Matters.

The survey of more than 60 institutional investors, with combined assets under management of $32 trillion, shows investors are increasingly focused on board composition. This year's figure of 53 percent saying the issue should be a top board focus is up from a third three years ago.

Read More

New thresholds in effect for Canadian merger reviews
Torys LLP.

New thresholds for Canadian merger reviews under the Competition Act and Investment Canada Act came into effect on February 2. The 2019 increases remain in keeping with increases made in recent years.

What You Need To Know
  • The size-of-transaction threshold for merger notification under the Competition Act has increased from $92 million to $96 million for 2019.
  • Similarly, the 2019 thresholds for reviews of direct investments in Canadian businesses by foreign investors under the Investment Canada Act have increased from:
    • $1.5 billion to $1.568 billion in enterprise value of the Canadian business for trade agreement investors, which includes investors from the U.S., EU and Japan, among others;
    • $1 billion to $1.045 billion in enterprise value of the Canadian business for other investors from countries that are members of the World Trade Organization (WTO); and
    • $398 million to $416 million in asset value of the Canadian business for state-owned or influenced enterprises.
  • Companies should consider strategy when involved in transactions that will exceed these thresholds. Under the Competition Act, notifiable transactions will require pre-closing approval, and reviews involving transactions between competitors can be long and complex. Where Investment Canada Act approval is required, parties should consider developing a legal, commercial and political due diligence plan, and the potential need for government and public relations strategies.

Read More

Climate change litigation arrives in Canada
Osler, Hoskin & Harcourt LLP

In this Update
  • Two recent developments demonstrate that climate change litigation has arrived in Canada: the ENVironnement JEUnesse lawsuit in Québec and the City of Victoria's endorsement of a class action lawsuit against oil and gas producers for climate-related harms.
  • Oil and gas producers may soon be faced with climate litigation. Further, the pressure created by litigation, regardless of its success or failure, may also affect the regulatory and operating environment for Canadian companies.
  • Steps Canadian oil and gas producers should take to prepare for climate change litigation include analyzing their historical greenhouse gas emissions and carefully reviewing their climate change risk disclosure.

Read More

CBCA Corporations Required To Track Beneficial Ownership
Lawson Lundell LLP

Corporations governed by the Canada Business Corporations Act (the "CBCA") will be required to maintain a securities register of all individuals with "significant control" over the corporation pursuant to new legislation coming into force on June 13, 2019. The Budget Implementation Act, 2018, No. 2 (Bill C-86) introduces amendments to the CBCA (the "CBCA Amendments") that are intended to further align Canada with the standards for corporate transparency set by the Financial Action Task Force.[1] It is expected that the provinces and territories will adopt similar amendments to their corporate statutes in the near future.

Read More

Preparing for the 2019 Proxy Season - Noteworthy Developments in Canadian Public Issuer Governance and Disclosure
McCarthy Tétrault LLP

Once again, we have rounded up the key developments in corporate governance and disclosure requirements impacting Canadian public issuers from the past year. Issuers should familiarize themselves with the changes that have occurred over the last year and understand changes that may impact them in the near future. In this post, we discuss noteworthy developments in the following areas:

Read More

SEC encourages board diversity disclosure
Corporate Secretary

New guidance tackles reporting 'self-identified diversity attributes' of directors and nominees  

As US public companies prepare for the 2019 proxy season, the SEC has given them a nudge toward disclosing details on how they take diversity into account when making decisions about the composition of their board.

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:
 
Director of Corporate Governance/Corporate Secretary
E-Comm 911
Vancouver, BC

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 Crystal Singh.  


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