APRIL 2019
president's Message 

Spring has finally sprung! 
Things at GPC have been kicked into high gear and we are excited to share an update on our programming for 2019.  
The GPC Annual Conference program is set and registration is now open! This year's theme is Next Generation Governance: Resilience, Agility and Innovation. Mark your calendar for August 18 - 21 for Quebec City and join colleagues and fellow governance professionals at the stunning Fairmont Chateau Frontenac Hotel to exchange ideas, discuss current challenges and share new and innovative practices. The complete conference agenda can be found online, or go straight to conference registration. We look forward to hosting you in beautiful Quebec City!  
We've also just launched the nominations for the 2019 Excellence in Governance Awards. Did you know the awards are now in its 7th year? We look forward to recognizing and celebrating the important contributions of great organizations and governance professionals again this year. Now is your opportunity to submit a nomination on behalf of your governance team or your organization for these prestigious awards. Begin your nomination today or nominate an organization or individual you know are deserving of recognition - nominations will close June 28, 2019.  

In partnership with Compensation Governance Partners, GPC has launched the 2019 Corporate Governance Practices Survey. The survey assists in obtaining valuable insight into current corporate governance trends in Canada and provides a comprehensive analysis of leading corporate governance practices and issues. We need your input! Complete and submit by May 15, 2019.
GPCs newest offering is our On-Demand Learning. If you've missed a professional development session, are looking for a refresher or are in need of learning credits, we now have recent GPC webinars in our archive. Sessions vary in focus and learning length, but each offer valuable content and takeaways for your role as a governance professional. As we continue offering other key professional development sessions throughout the year, we will be adding these to our On-Demand Learning as well. Visit our On-Demand Learning page for more details.  
GPC's Professional development offerings continue to expand. We are hosting more webinars as well as sessions in more cities across Canada in 2019. The line up includes some deep dives on essential tools and skills, like Practical Project Management, as well as foundation issues such as our Bootcamp for Not for Profit organizations or the Meetings, Minutes and Running Effective Board Meetings course series. We're also offering full-day sessions and mini-conferences focused on one central theme. These include: The Case for ESG Governance; Best Practices in Subsidiary Governance; How to Create A Cyber-Resilient Organization and a few more in the works. All of these professional development sessions can be found on our website.
We also are pleased to continue to offer the very successful Governance Professionals of Canada Education Program (GPC-EP).   This formal education program is the first of its kind in Canada, providing governance professionals with the opportunity to gain a unique practical certification and the recognition of the designation of 'GPC.D ' upon completion. The curriculum is based on three modules: Foundations of Governance, Applied Governance and Strategic Governance. To review the complete course, or to register today, contact Letricia Fullerton or visit our GPC-EP website .
And last but not least, our GPC Chapters and local engagement are poised to continue to grow and offer more in 2019. Our GPC local chapters are busy planning their events for this year in your area. If you're not aware of who your chapter lead representatives are, contact Albert Orellana for more information, or look for updates on our GPC LinkedIn page.
Enjoy the spring weather and I hope to see you at a GPC event soon!
Lynn Beauregard
President, Governance Professionals of Canada  
GPC 21st Annual Corporate Governance Conference
August 18 - 21, 2019 | Fairmont Le Château | Quebec City, QC

This year's conference, Next Generation Governance: Resilience, Agility and Innovation, and the conference topics will tackle trending issues such as:
  • A Director's Perspective - The To-do List for Resilient Boards of Directors 
  • The Role of Governance Professionals in Mediating the Space Between the Board of Directors and Management 
  • The Role of Boards in Shaping, Overseeing and Monitoring Corporate Culture
  • Governance in the Eye of the Social Media Hurricane - How companies and boards need to be agile and prepare for crisis emerging in the new social media world 
  • Board Diversity 201: Moving from a diverse board to an inclusive board 
  • Governance in the Digital Age: A Survival Guide for Governance Professionals and Boards
  • ...and many more trending sessions!
Check out the full CONFERENCE AGENDA here.

  • SHARPEN THE SAW! Return from the conference with new ideas and approaches to make you more effective and efficient at work.
  • NETWORKING - Meet experts and influencers face to face.
  • OPPORTUNITY - If you aren't there, your toughest competitor could, and will be, sitting in your seat.
  • NEW TOOLS - Get hands-on demonstrations and direct answers from solution providers directly on our exhibit floor!
  • INVEST IN YOURSELF - Attending the conference is an investment in yourself, your career, and even your company. Plus, the conference is a great one stop shop for CLE/CPD credits.
Join the action and knowledge exchange with like minded individuals and experts. Confirmation your registration today!
Official Partner of GPC
Printed Materials

2019 Conference App Provider


Conference sponsorship opportunities are still available. To review the complete list of offerings, visit our 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!

To confirm or for more information, contact Albert Orellana.

Excellence in Governance Awards
Nominations for the Governance Professionals of Canada's 2019 Excellence in Governance Awards/Prix d'excellence en gouvernance are now open!  
Get recognized for your governance excellence - nominate your organization today! 
The EG Awards underscore the critical role that good governance plays in sustaining the value of Canada's public companies, crown corporations, government agencies, and not-for-profit organizations, and in contributing to the competitiveness of Canada's economy and its capital markets.  
We encourage companies of all sizes, sectors and industries to take nominate in one of the eleven award categories. The deadline for nominations is June 28, 2019.  
Shortlisted finalists will be announced at our annual corporate governance conference August 18-21 2019 in Quebec City. The winners will be awarded and celebrated at a gala dinner and ceremony on Thursday, November, 7, 2019 in Toronto at The Carlu.  
In partnership with Compensation Governance Partners, GPC has launched the 2019 Corporate Governance Practices Survey. 

If you are involved in managing or overseeing governance activities in your organization, we need your input! The survey assists in obtaining valuable insight into current corporate governance trends in Canada and provides a comprehensive analysis of leading corporate governance practices and issues. 

There's still time to complete and submit for the Corporate Governance Survey - deadline is May 15, 2019. Click here to begin now.
GPC Education program

Classes are filling up quickly! Register today to obtain your GPC.D designation.  


The Governance Professionals Education Program (GPC-EP) is the only practical course available for governance professionals in Canada. It is designed to provide you with the tools and practical knowledge to ensure that your overall corporate governance processes and programs are effective and fine-tuned, to ensure your organization's success. In the course you will focus on such topics as risk and the governance professional, the role of governance professional in board strategy, CSR sustainability and ESG and the role of the board, strategic finance and ethics, among others. 


GPC.D is broken down into three modules delivered in a condensed, rigorous program with key speakers from across Canada: Foundations of Governance; Applied Governance; Strategic Governance. 


Those responsible for supporting their organizations and boards, such as the corporate secretary, corporate counsel, legal, compliance and risk officers and many others associated with the governance function in their organization, whether in public, private, not-for-profit or governmental organizations, will gain best practices, skills and tools in governance, and enhance the standard of their profession. 


Upon completion of the program, and passing the final examination, program attendees will receive the Governance Professionals of Canada Designation: GPC.D.

For more information regarding GPC-EP visit our website or contact  Letricia Fullerton
Register for one of these upcoming course dates today!

Foundations of Governance
  Vancouver, June 7 - 9, 2019
Applied Governance
Toronto, May 31 - June 2, 2019 | Vancouver, October 4 - 6, 2019
Strategic Governance
Calgary, May 3 - 5, 2019 |  Toronto , September 13 - 15, 2019
Professional development

GPC Professional development offerings continue to grow. We are hosting more sessions in more cities across Canada in 2019. GPC is striving to provide you more opportunities to gain more practical tools and skills. Check out these upcoming sessions:

All of these professional development sessions - and more! - can be found on our website.


Continue your learning, continue your skills development! With our newest offering, On-Demand Learning, you can now access previous professional development session through our archive of GPC webinars.

GPC Chapters and Local Events

GPC local chapters provide an opportunity to engage with your local peers to exchange ideas, connect with like-minded individuals and grow your corporate network.
We want you to get involved!  
Are you interested in volunteering for a local activity? Do you have an idea for a local event or topic for learning? Let us know! GPC is keen to expand local engagement to better serve you.  
For more information on your local chapter happenings, or to volunteer - contact your local chapter representative.
  • Vancouver Chapter: Arne Gulstene  
  • Calgary Chapter: Amy Anderson
  • Edmonton Chapter: Aaron Friedenthal 
  • Toronto (GTA) Chapter: Ivy Lumia
  • Ottawa Chapter: Kathy Cauchon and Christine Thomas 
  • Quebec Chapter: Matthew Fireman and Guy Lesperance
  • Saskatchewan Chapter: Sheldon Stener and Bronwynn Cutts
Click here for the member directory.
Membership News
Member-Get-A-Member Campaign

What's better than a stay at a Fairmont Hotel? A free stay, of course!  
Refer another member to GPC and you could win a $500 credit towards a Fairmont Hotel stay - whether it be for business, leisure or even for our upcoming annual conference at the Fairmont Le Château Frontenac in Quebec City. Two lucky winners will be chosen in our June 15, 2019 draw. Get more details here and start spreading the word today!
GPC Members now have preferred rates for Park'N Fly!  
Your traveling can now be easier. Park'N Fly's "Best Value" in Airport Parking can be used for business or personal travel - and no reservations required for any one of the 7 facilities across Canada. To access the discounted rates , simply sign up for the Park n' Fly Rewards Program. Once enrolled, you have automatic access to the discounts, can earn FREE parking and Aeroplan Miles on every parking stay.  
Happy travelling!
Enjoy discounts at Royal Ontario Museum 
Governance Professionals of Canada members can experience the wonders of the ROM and save 20% off regular ROM admission rates when purchasing your tickets from Use promo code, GPCANADA at checkout to save today.  
The old dinosaur of a co-worker, Zuul, has been waiting 76 million years to meet you and will enjoy all the attention you give to its amazingly preserved fossilized armored plates.

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.


Director Nomination/Election Process 

A Company is looking to mature our director nomination and election process, and wondered if anyone could provide me with a road map of your cycle (timing and steps) that you go through, from needs determination to the election.  


Further, does your annual board performance assessment process tie in? Are the results of performance assessment (say peer assessments) incorporated into the nomination/election process?

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. 

Competent Boards announces a Certificate program for boards and their advisors! Click here to learn more.
GPC Members are eligible for a special 20% discount using the discount code GPC2019 . Sign up as soon as possible as there are limited seats available. The interactive online program starts on May 21st, 2019!
Regulators sign an agreement with the Financial Conduct Authority
Canadian Securities Administrators

Montreal - The securities regulatory authorities in Alberta, British Columbia, Manitoba, New Brunswick, Nova Scotia, Québec and Saskatchewan (participating jurisdictions) today announced a co-operation agreement with the United Kingdom Financial Conduct Authority (FCA).

The agreement extends the work of the CSA Regulatory Sandbox Initiative and the FCA Innovate project. These innovation functions provide a controlled environment for businesses to develop and test innovative solutions that promote efficiency and consumer choices in the financial sector.

Read More

Ontario Securities Commission Provides Millions in Compensation to Whistleblowers
Siskinds LLP

On February 27, the OSC announced awards of $7.5 million to three whistleblowers in connection with three separate matters. The awards are the first of their kind by a Canadian securities regulator. In a news release, the OSC said the awards were the result of the whistleblowers' "timely, specific and credible information, which helped advance enforcement actions resulting in monetary payments to the OSC."

Read More

TSX Introduces TSX Sandbox - A New Framework For Listing Applications
Goodmans LLP

On April 12, 2019, the Toronto Stock Exchange (TSX) issued TSX Staff Notice 2019-0002 providing guidance with respect to its exercise of discretion in listing decisions and introducing and setting out the framework for its exercise of that discretion; an initiative the TSX refers to as the "TSX Sandbox"

Read More

Investors underpricing impact of climate-related risks, says BlackRock
IR Media Group Ltd.

Investors must rethink their assessment of climate-risk vulnerabilities

Asset manager behemoth BlackRock warns that investors are underpricing the impact of climate-related risks and need to rethink their assessment of asset vulnerabilities. .

Read More

Prepare Now for Next-Generation Cyber Threats

Public scrutiny of business leaders is at an all-time high, in part due to massive hacks and data breaches. It's become progressively clear that hacked organizations will be blamed and held responsible for such events. Historically, the CFO hasn't always been viewed as an integral member of the security team at most global organizations. However, given the risks that cybersecurity threats pose in a technology-driven, global economy, today's CFO must ensure that adequate steps are taken to protect the company's reputation, stock price, and mission-critical assets.

Read More

Cannabis and corporate governance: time for grow ops to grow up?
Norton Rose Fulbright LLP

Since the legalization of recreational cannabis on October 17, 2018, the Canadian cannabis industry has experienced a significant boom. In its 2018 Cannabis Report, Deloitte predicted that legal sales of marijuana are expected to generate up to $4.34 billion in 2019. Moreover, and as previously discussed, Health Canada has introduced draft regulations governing the production and sale of edibles, extracts, and topicals, potentially providing additional growth opportunities for Cannabis companies to partner with the traditional food and beverage industry.

Read More

Significant Amendments to CBCA Proposed in 2019 Federal Budget
Davies Ward Phillips & Vineberg LLP

The 2019 federal budget, announced on March 19, 2019, includes significant proposed changes to the Canada Business Corporations Act (CBCA). The proposed amendments include:
  • codification of key elements of the 2008 decision of the Supreme Court of Canada (SCC) in BCE Inc. v 1976 Debentureholders (BCE)1 regarding directors' and officers' duties to act in the best interests of the corporation;
  • a requirement that certain CBCA corporations disclose to shareholders their approach to remuneration and hold an annual non-binding shareholder "say-on-pay" vote;
  • new disclosure requirements applicable to certain CBCA corporations regarding the well-being of the corporation's employees, retirees and pensioners and the clawback of compensation paid to directors and officers; and
  • the addition of enhanced investigative powers and enforcement provisions in relation to the requirement - soon to be in force - that private CBCA corporations maintain a register of individuals with significant control.

Read More

OSC outlines priorities for 2019-2020
Ontario Securities Commission

The Ontario Securities Commission (OSC) today published for comment its 2019-2020 Draft Statement of Priorities. The draft includes four proposed regulatory goals with 15 priority areas where the OSC plans to focus resources and actions in the 2019-2020 fiscal year, as well as the expected outcomes.

"Our agenda is centred on streamlining regulations to enhance the experience of those who invest and do business in Ontario," said Maureen Jensen, Chair and CEO of the OSC. "The OSC will continue to seek opportunities to make regulation easier and less costly for market participants while protecting investors," said Chair Jensen.

Read More

Access to Corporate Records Amidst Controversy
Norton Rose Fulbright LLP

The rights of shareholders and directors to access corporate books and records is undisputed, but what about the rights of a former Chief Executive Officer, especially when the termination was contentious?

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:
Greater Vancouver Food Bank (GVFB)
Governance Specialist
Credit Union Central of Manitoba
Manager, Governance and Administrative services
Assistant Board Secretary
Home Trust
Assistant Board Secretary 
Ontario Power Generation (OPG)
Executive Assistant, Board Support
Exchange Bank of Canada (EBC)
Manager, Governance and Tribunals Secretariat
College of Early Childhood Educators
Board Secretary
University of British Columbia

Director of Corporate Governance/Corporate Secretary
E-Comm 911
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:
Board of Directors
Lynn Beauregard, (President)
Governance Professionals of Canada, Toronto, ON
Carmel Bellamy 
Senior Director, Governance & Corporate Secretary, 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 and education.
  • Industry networking opportunities.
  • The Annual Corporate Governance Conference.
  • The Excellence in Governance Awards (EGAs).
  • Information resources.
  • Advocacy
  • Strategic alliances 

Enjoy the Perks of Being a GPC Member!

Visit our website - 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