THE NEWSLETTER FOR GOVERNANCE PROFESSIONALS OF CANADA
JANUARY 2018
president's Message 
  
   
We've kicked off 2018 and with a new year upon us, I'd like to highlight your member benefits. If you are not a member yet, then here are the reasons to join GPC:   
  • Belong to a community of like-minded governance professionals
  • Benefit from a unified voice which supports and promotes the role of governance professionals and corporate secretaries in Canada
  • Take part in a member-only forum for exchanging ideas, questions and best practices with other members, through our Request for Assistance
  • Connect with fellow members through our online member directory
  • Learn firsthand about new job postings in your profession
  • Gain exclusive access to annual surveys on: top governance best practices and as well as compensation trends for corporate secretaries and governance professionals
  • Attend valuable professional development sessions on key governance topics at a member discount
  • Get priority and discounted access to the practical GPC education certification program (the GPC-EP), which offers the GPC.D designation for governance professionals
  • Attend the GPC annual conference with over 350 of your colleagues and industry service providers, which focuses on the unique issues and challenges of governance professionals
  • Participate in the annual Excellence in Governance Awards (EGAs) program, which recognizes and celebrates the best governance practices in Canada
  • Stay up to date with GPC's monthly e-newsletter: Governance Matters, with full access to the latest news and developments on governance in Canada and internationally
  • Take part in your local area GPC chapter activities and networking events
  • Get notices of important resources and events through our strategic partnerships with like-minded organizations

Join us today - click here. 

   

Here are some key GPC activities we are focused on for 2018:

GPC Education Program (GPC-EP)  

In 2017, we unveiled one of the most important initiatives that GPC has worked on to date, our new certification program, the GPC-EP. Governance professionals in Canada had expressed their desire to have a focused education program that would equip them with the insights and practical tools to become more effective and current in their profession. GPC answered the call and created a program developed BY governance professionals and subject matter experts intimately familiar with the role. GPC's new certification program provides the key missing piece for so many new and seasoned professionals in governance, to gain and/or refine the skillset they need to take their organization's governance to new levels of excellence. To learn more about the program and see our upcoming module dates, click here.

Mark your calendars for the 20th Annual Conference, to be held August 19-22, 2018 in Victoria B.C.!

GPC's Annual Conference is THE event in Canada for governance professionals from across Canada, which provides important insights, networking, and exchanging of ideas over a 3 day event. It plugs attendees in with the latest best practices they need to succeed and connects the participants through a fun social program. Watch your inbox in March for your first peek at the preliminary agenda! While you plan for the conference, plan for your summer holiday too! Bring your family to take advantage of the beauty of Victoria and Vancouver Island with its many sights, activities and great dining.

2018 Excellence in Governance Awards - Mark your calendars for the 6th annual ceremony and gala, to be held on October 25, 2018 at the Carlu in Toronto!

This event has become a very important annual celebration for the governance community in Canada. The calibre and quality of award submissions, winners, sponsors and attendees keeps rising year over year, as demonstrated by the success of the 2017 event with over 300 attendees to cheer and support the shortlisted companies and winners. Plan to join us this year on October 25, 2018 and more importantly, nominate your organization and its great work. Watch for the announcement for the call for nominations in February. For more details on the awards program, the categories, judges and criteria, click here. 

I look forward to seeing you at our GPC events in 2018!
 
Sincerely, 
Lynn Beauregard
President, Governance Professionals of Canada
Conference and sponsorship update
GPC Annual Sponsorship

With the support from our sponsor organizations such as yours, GPC is able to maintain its focus on best governance practices and we can continue to provide the best resources on industry leading principles in good governance, ethics, compliance and other key areas of importance for the governance professionals.
 
In the past few years GPC has not only grown in size, but also in importance and therefore in the number of opportunities it represents for organizations interested in being in front of the Governance community in Canada.
 
We now have a great variety of activities that are available for sponsorship engagement. Book your opportunity now for 2018 and make GPC a key partner in your client and business development strategy.
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 | tina.hutchinson@gpcanada.org     
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.
 
Toronto | February 15, 2018
Presenters: John Dinner, President, John T. Dinner Board Governance Services
 
CalgaryMarch 12, 2018
Presenter: John Dinner, President, John T. Dinner Board Governance Services
 
EdmontonMarch 13, 2018
Presenter: John Dinner, President, John T. Dinner Board Governance Services.
 
OttawaMarch 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.
 
MontrealMarch 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 hacked!! Dealing with a cyber-attack: The role of the board and planning your organization's defense.

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.  
 
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
Sponsored by: NASDAQ & PWC

Toronto | March 2018 (date to be confirmed)
Organizational Culture - what is the role of the board

This session will discuss:  
  • 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.?
  • How can boards ensure that there is a framework in place for understanding and influencing organizational culture?
  • Tone at the top, how can directors lead by example to contribute to culture
  • What is the role of the governance professional in contributing to board and organizational culture?
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
 
Toronto | March 27, 2018
The Spoke Club, 600 King St W, Portland Room, Toronto, ON M5V 1M3
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 Engagement: Toronto

GPC Toronto held its first luncheon session of the year (sponsored by TMX) on Monday, January 29th. This session featured a discussion on the impact of board renewal, succession planning and the importance of diversity, including best practices and approaches.
 
 
Moderator:  Tanya Rowntree, Global Head of Client Success, Equity Capital Markets, TMX Group; PanelistsJohanne Charbonneau, Chairperson, Audit Committee, Alterna Bank; Carmel Bellamy, Corporate Secretary and Senior Director, Governance, Member & Co-operative Relations, The Co-operators; Deborah Rosati, Corporate Director, Co-founder & CEO, Women Get on Board
   
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.

 

Orientation for New Chair of the Board/Board Committee 

We were asked by the Management to develop an Orientation for incoming Chair of the Board. What are some of the plans that you have in place and what do these include, specifically what are some of the documents that are provided as part of this process beyond what is normally included for all Board members. Who typically is involved in the orientation session beyond Board Facilitator/Management?

Social Media Policy 

My organization continues to struggle with the quality, quantity and timeliness of pre-meeting information provided to directors to review in advance of board and board committee meetings. (Directors say they get too much information, some of it coming too late).

 

I am looking for best practice guidance and success stories from organizations who have got it right. I would also be interested in any recommendations for advisory services to conduct a third party assessment and provide recommendations for improvement.

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
Preparing for the 2018 Reporting Season
Torys LLP.

Institutional investors are increasingly advocating for gender diversity in the boardroom. Heightened scrutiny of board composition, and in particular the number of women on boards, is becoming a growing area of focus for investors and issuers alike. The number of Canadian reporting issuers that have adopted board gender diversity policies relating to the representation of women on their boards has more than doubled over the last two years, and we expect this trend will continue to grow in the coming months, especially in light of changes introduced by ISS in its latest policy update.

Read More

2018 Proxy Advisory Firm Voting Guidelines: Canadian Highlights
Blake, Cassels & Graydon LLP.

As an early step in preparing for the upcoming proxy season, issuers should familiarize themselves with the Canadian proxy voting guidelines recently published by Institutional Shareholder Services Inc. (ISS) and Glass Lewis & Co. (Glass Lewis). This bulletin addresses certain of the updated topics covered by the ISS benchmark policy recommendations and Glass Lewis proxy guidelines and shareholder initiatives guidelines, in each case regarding issuers listed on the Toronto Stock Exchange (TSX) for the 2018 and 2019 proxy seasons.

Read More

Financial Reporting Excellence in a World of Voluntary Reporting
CHT Business Media Inc.

As voluntary reporting continues to expand in breadth and depth in the private sector, it's fair to ask just what constitutes excellence in corporate reporting. Chartered Professional Accountants have the benefit of an official seal of approval from their national accounting body, Chartered Professional Accountants of Canada.

Read More

Failure to launch
Corporate Knights

When the Asset Owners Disclosure Project released its 2017 Global Climate Index last April, it came as no surprise that Canadian pension funds continued to lag behind their peers in addressing climate risks. No fund earned the designation of "Leader," and nearly one quarter of the country's largest asset owners were taking no discernible action on climate change whatsoever.

Read More

Diversity takes Canadian governance spotlight
Corporate Secretary

Board diversity is expected to loom large in the minds of Canadian shareholders, board directors and corporate governance teams in the year ahead, with proxy access and new listing disclosure requirements also high on the agenda..

Read More

How RBC improved its director onboarding
Corporate Secretary

RBC's mentorship program for new directors is among the reasons it was recognized with the best overall governance - international prize at the Corporate Governance Awards

A key challenge for corporate secretaries is ensuring that boards have the right composition and that directors are ready and able to perform their duties as effectively as possible. Such work is among the reasons why Royal Bank of Canada (RBC) is the recipient of this year's best overall corporate governance - international award.

Financial crises, corporate scandals and blind spots: who is responsible?
London School of Economics

According to the U.S. Financial Crisis Inquiry Commission, the main causes of the financial crisis of 2007-2009 were failures of corporate governance and policy, including widespread failures in financial regulation and supervision, lack of transparency, poor preparation by the government, and systemic breakdown in accountability. The Commission concluded that the crisis was avoidable.

Read More

Drawing the line on diversity

Listed Magazine

The Ontario Securities Commission held a roundtable on the 22nd floor of the OSC's downtown Toronto office to discuss the results of the Canadian Securities Administrators' annual report on women's representation on public company boards. There was a buzz in the room as members of the public, media and panelists took their seats. Once the microphones turned on, however, the general mood turned into one of disappointment.

2018 governance agenda: Getting the team right
Corporate Secretary

Governance teams will be giving a great deal of thought to who is on their board over the next year as efforts to boost diversity and have the right blend of experience and expertise take on ever-greater weight

Director turnover is likely to be a significant focus for governance teams in 2018 - in part because it is wrapped up in issues such as board cohesion, cyber-security and diversity - while ESG proposals and the pay ratio rule are also likely to keep corporate secretaries and general counsel busy, according to industry professionals.

Read More ; 

Bill 101 Aims to Bring Mandatory Compensation Voting, Majority Voting and Diversity Disclosure to Ontario Companies
Blake, Cassels & Graydon LLP.

Bill 101, Enhancing Shareholders Rights Act, 2017 (Bill 101), a private member's bill that has passed second reading in the Ontario Legislative Assembly, proposes changes to the Business Corporations Act (Ontario) (OBCA), including majority voting for directors, diversity disclosure and shareholder approval of binding compensation policies.

Read More

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Events & workshops
GOVERNANCE PROFESSIONALS OF CANADA

Meetings, Minutes and More
Toronto | 15 Feb 2018
Calgary | 15 Feb 2018
Edmonton | 15 Feb 2018
Ottawa | 15 Feb 2018
Montreal | 15 Feb 2018
 
Cybersecurity Preparedness
Toronto | Mar 2018 (TBC) 
 
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:
 
Assistant Corporate Secretary
Great Panther Silver Limited

Director, University Governance, Governance Office
MacEwan University

Part-time Corporate Secretary
OmbudService for Life & Health Insurance

AVP Corporate Secretary
Aviva Canada Inc.


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 info@gpcanada.org