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THE NEWSLETTER FOR GOVERNANCE PROFESSIONALS OF CANADA
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SEPTEMBER 2018
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A great success for the 20th Annual GPC Corporate Governance Conference!
The GPC annual corporate governance conference was held in Victoria, BC on August 19th to 22nd, with over 350 governance professionals, service providers and speakers in attendance. It was a resounding success with a perfect mixture of engaging content, great networking, and the stunning scenery of Vancouver Island.
The conference featured plenary, keynotes, breakout sessions, roundtable dialogues and workshops with topics such as: Elevating and enhancing the influence of the governance professional; Managing leadership transitions; Equipping the board for change; The board's role in organizational culture; Best practices in managing AGMs; The role of the board and the Governance Professional in ESG / Sustainability / CSR; Creating a governance framework for new or emerging entities; Governance best practises for the not-for-profit Corporation; The role of the Governance Professional in strategic planning; #MeToo...Moving workplace sexual harassment up the risk register...and so much more.
We also celebrated the 20th annual conference with a birthday ball, a live band and a hilarious performance with hypnotist Wayne Lee (www.waynelee.com) for our closing reception and dinner. GPC wants to thank all of our attendees for the amazing enthusiasm they brought with them. The entire conference was abuzz with incredible liveliness and energy from start to finish, and the speakers and sessions were all incredibly engaging. A huge thank you to all of those who contributed to the success of this event, including our amazing sponsors and exhibitors!
We had the pleasure of awarding the GPC Joyce Borden-Reed Award to Gigi Dawe (Director Corporate Oversight and Governance, Chartered Professional Accountants of Canada) during a luncheon at the event for her significant contributions to GPC.
GPC announced our 2018 Excellence in Governance Awards Shortlist! GPC received over 80 nominations this year from organizations across all sectors. We would like to thank all who submitted a nomination for this year's EGA's and we encourage to support this year's nominees at the dinner and awards gala taking place on October 25th. To view the 2018 Shortlisted companies click here.
We also held the first graduation ceremony for the GPC-EP program leading to GPC.D designation. I would like to say Congratulations to our first cohort on leading the way!
For photos of the 2018 annual conference, click HERE
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President, Governance Professionals of Canada
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Thank you to all of our 2018 Conference sponsors!
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Albert Orellana
Manager, Events & Special Projects
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Governance Professionals of Canada Education Program (GPC-EP)
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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, to 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.
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1: Foundations of Governance
This module will examine 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 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.
2: Applied Governance
This module will provide you with in depth applications in governance for meeting and AGM processes, financial literacy for the non-financial governance professional, minutes management, record management and board committee frame work. This course will provide you with a more applied approach of the day to day work as a governance professional.
3: Strategic Governance
This module is designed to provide you with the tools to achieve the strategic approach to overall corporate governance. In the course you will focus on 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.
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UPCOMING LOCATIONS & DATES (2018 for 2019)
The GPC certification modules will be offered through 2018 in various locations across Canada. GPC also hopes to welcome international governance professional students to their course.
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Foundations of Governance - Two and Half day Course
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Strategic Governance - Two and Half day Course
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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.
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Professional development Events
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Subsidiary Governance: A Critical Tool for Risk Management
New York, October 11, 2018
Subsidiary governance has moved from an emerging area to one of increased global focus. Parent company boards 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. As businesses become more complex, a thoughtful and effective subsidiary governance framework is critical.
Join some of the leading practitioners and academics from across the United States and Canada for this important one day event, and learn more about how to build an effective subsidiary governance framework in your organization.
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Impacts of Cannabis in the Workplace: Are You Ready?
Toronto, October 10, 2018
Canadians will be able to legally buy and grow cannabis for recreational use by October 17th, 2018. Is your Board ready for the impact?
The legalization of cannabis will open up a whole new market to Canadians and with it, the need to understand how this will affect our workforce. Employers and their Boards will need to understand the implications and ensure workplace strategies and policies are a priority.
This event will explore cannabis in the workforce from a legal, scientific, medical, and occupational health and safety perspective.
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TSX Venture Corporate Governance Best Practices
Vancouver, September 28, 2018
A discussion of Venture Issuer best practices relating to corporate governance and board composition.
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Board Resume Writing ((Offered by WGOB)
The goal of Women Get On Board (WGOB) workshops is to empower women to become more confident to lead and serve on boards. These workshops are interactive, in a small group setting with other like-minded women, and fosters the opportunity to network and learn from each other.
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Joyce Borden-Reed Distinguished Contribution Award
The Joyce Borden-Reed Distinguished Contribution Award recognizes individuals who have made significant contributions to GPC over a period of years. Named after one of the founding board members of the organization, it aims to identify those who have directly advanced the interests of the GPC and furthered the organization's place in the Canadian governance community.
WINNER: Gigi Dawe, Director, Corporate Oversight and Governance
Gigi has been a very strong advocate for GPC for many years and has been behind the strong support we have received over the years with the CPA organization. She is also a judge on the annual EGA awards. She has consistently been helpful and resourceful when needed as a regular speaker, a partner or a collaborator to GPC and its programs. Her contributions have been significant to our organization and we feel she is a very worthy recipient of this award. Congratulations to Gigi!
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Governance Professionals of Canada Education Program (GPC-EP)
GPC-EP Graduates Congratulations to the first GPC-EP Graduating Class from Vancouver obtaining their GPC.D
- Tracey Bliss, Assistant Corporate Secretary, Capital Power Corporation
- Pamela Deveau, Director Corporate Resources/Corporate Secretary Southern Interior Development Initiative Trust
- Rachel Ferguson, Legal Counsel, Dillon Consulting Limited
- Trudy Gusse, Director of Governance, Alberta School Employee Benefit Plan
- John Hunter, Director, Corporate Compliance, CAS Corporate Governance Services
- Terry Knee, Corporate Secretary and Chief Communications Officer, FPInnovations
- Sally Maziarz, Assistant Corporate Secretary, Dir., EPCOR Utilities Inc.
- David Meldrum, AVP Legal and Corporate Secretary, Credit Union Central of Saskatchewan
- Denise Wanner, Governance Professional
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2018 Report on Governance Professional Remuneration
We are pleased to present our
2018 Report on Governance Professionals Remuneration, in partnership with the Global Governance Advisors. GGA teamed up with GPC for the fourth consecutive year to conduct the Compensation Survey which surveyed governance professionals roles, responsibilities and compensation among member organizations.
( Read more)
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2018 Corporate Governance Best Practices Report
This annual Governance Professionals of Canada (GPC) and Korn Ferry Hay Group survey examines the current corporate governance landscape as well as provides insights on the leading governance practices implemented across organizations.
Click here to view the full survey
report.
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20th Annual Corporate Governance Conference Survey Draw:
To
Stacey Bligh from the BC Oil and Gas Commission, who is the lucky winner of the 2018 Conference Evaluation Survey Draw for a free Conference registration to attend the 21st Annual Corporate Governance Conference in Quebec, QC, August 18-21, 201i!
Thank you to everyone who took their time to share their experience and feedback about the 2018 conference.
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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.
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Thank You and Welcome to Our Newest Members!
- Brad Fraser, Executive Corporate Secretary, Workers' Compensation Board of Nova Scotia
- Nancy La Couvee, Corporate Secretary
- Beth Miller, Corporate Secretary, G&F Financial Group
- Claire Milton, QC, ICD.D, University Secretary, Saint Mary's University
- Leigh-Anne Norris, Associate, Norton Rose Fulbright Canada LLP
- Daniel Oh, Senior Vice President, Governance, Barrick Gold Corporation
- Ellen Pekilis, Board Members, CADTH
- Heather Tkachuk Division Manager, Governance Support and Administration, Alberta School Employee Benefit Plan
- Carla Woloshin, Business Engagement Consultant, ISC
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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:
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- 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
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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.
Delegation of Authority Policy
Would anyone be willing to share their Delegation of Authority Policy (from Board to the CEO) and/or any best practices for creating such a policy in the context of CEO succession. Thanks!
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.
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The Independents' Challenge
The necessarily uncomfortable role of Non-Executive Directors: Insights from Rotman's David Beatty |
David R. Beatty
NOTE: This article was featured on the IEDP Developing Leaders website.
Irving Olds, who was chairman of US Steel Inc in the 1940s, noted that non-executive or 'independent' directors of corporations were "like the parsley on fish - decorous but not useful", notes David Beatty in a conversation with IEDP. |
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| CSA Publishes Results of Continuous Disclosure Reviews |
McMillan LLP
The Canadian Securities Administrators (the "CSA") recently published CSA Staff Notice 51-355 Continuous Disclosure Review Program Activities for the fiscal years ended March 31, 2018 and March 31, 2017 (the "Staff Notice"), which summarizes the results of the CSA's review of reporting issuers' continuous disclosure and highlights common deficiencies and best practices. |
| Read More |
| Canadian Securities Regulators Provide Update on Approach to Director and Audit Committee Member Independence |
Goodmans LLP
The Canadian Securities Administrators (CSA) published CSA Staff Notice 52-330 Update on CSA Consultation Paper 52-404 Approach to Director and Audit Committee Member Independence. The Staff Notice was published in response to CSA Consultation Paper 52-404 Approach to Director and Audit Committee Member Independence, published on October 26, 2017 to facilitate discussion about the current approach to determining director and audit committee member independence in Canada; and in particular, whether to abandon current "bright-line" disqualification categories in favour of a purely principles-based approach that would provide greater discretion when determining director independence. Following the receipt of comments from various market participants, the CSA decided to maintain the current approach to director and audit committee member independence. |
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| How Will the EU GDPR Affect Canadian Businesses? |
Torys LLP.
The new European privacy regime-the General Data Protection Regulation (GDPR) is now in force. Although its broad scope may impose new privacy obligations on a larger number of Canadian businesses, the impact of the GDPR in Canada is unlikely to be significant in the short term. Rather, the influence of EU privacy standards on how Canadian privacy laws are amended and interpreted in the longer term promises to have a more direct impact on Canadian businesses than the GDPR itself. |
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| Information Flows Between Nominee Directors and Their Appointing Shareholders |
Torys LLP.
Minority stake acquisitions are emerging as a global trend in today's business environment. There are many reasons for this: the rise of shareholder activism and activists' pursuit of minority investments in order to influence corporate agendas; increased regulatory and foreign investment oversight of control-stake acquisitions in certain markets and industries; and the heightened competition for acquisition targets, causing many investors to turn to minority investments as a way to deploy excess capital. |
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| The Call for Sustainable Capitalism |
Torys LLP.
"The public expectations of your company have never been greater. Society is demanding that companies, both public and private, serve a social purpose. To prosper over time, every company must not only deliver financial performance, but also show how it makes a positive contribution to society." -Larry Fink, CEO, Blackrock
Socially responsible investment (SRI) is firmly on the agenda of institutional investors and money managers in Canada, the United States and globally. |
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| Proxy adviser reform act begins Senate process |
Corporate Secretary
Bill passed House of Representatives in December 2017
The US Senate Banking Committee began proceedings in late June to hear the Corporate Governance Reform Act - also dubbed the Proxy Advisory Reform Act - to see whether it can be passed before Congress' mid-term elections in November. |
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Charities and Political Activities: What Now?
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Borden Ladner Gervais LLP.
The current legislative framework under the Income Tax Act (Canada) (the "Tax Act") relating to political activities of registered charities provides that charitable foundations and charitable organizations must devote "substantially all" of their resources to their charitable purposes or activities respectively and may devote part of their resources to "political activities" if these are "ancillary and incidental" to their charitable purposes or activities and if they do not include partisan activities (i.e. "direct or indirect support of, or opposition to, any political party or candidate for public office"). |
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| Exploring the Link between Gender, Governance, and Shareholder Activism |
Norton Rose Fulbright LLP
A study conducted by global consultancy firm Alvarez and Marsal (A&M) showed that companies with more women on their boards attract fewer activist investors. In particular, the study, which surveyed 1,854 public groups, revealed that companies not targeted by hedge fund activists had on average 13.4 per cent more women on their boards. |
| Read More |
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Stay Connected
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| 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: [email protected]. |
| Do you have a career opportunity that you would like to share with our readers? Click here for more details |
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| Recent Job Postings: |
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Governance Specialist
Girl Guides of Canada (GGC)
Corporate Secretary & Executive Assistant (temporary)
G&F Financial Group Corporate
Law Clerk
Dairy Farmers of Ontario
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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: [email protected] |
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Lynn Beauregard, (President)
Governance Professionals of Canada, Toronto, ON
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Carmel Bellamy
Corporate Secretary and Sr. Director, Governance, Member & Co-operative Relations, The Co-operators Group Limited, Guelph, ON
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Brigitte Catellier
VP Corporate Governance Meridian Credit Union
Toronto, ON |
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Kathleen Cauchon (Secretary)
Senior Assistant Secretary, Bank of Canada, Ottawa, ON
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Misti Christensen, (Chair)
Senior Manager, Corporate Governance and Assistant Secretary , Nexen Energy ULC, Calgary, AB |
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Arne Gulstene
Regional Head -TSX Company Services, TMX, Vancouver, BC |
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Christine Thomas
Assistant Vice-President, Legal Services & Governance, Senior Legal Counsel and Corporate Secretary, MD Financial Management Inc., Ottawa, ON |
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Sally Maziarz (Vice-Chair)
Assistant Corporate Secretary, EPCOR Utilities Inc., Edmonton, AB |
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Janis McKenzie, (Treasurer)
Independent Director, Oakville, ON |
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Sheldon Stener
General Counsel and Corporate Secretary Strategy, Federated Co-operatives Limited, Saskatoon, SK |
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Josée Turcotte
Senior Vice-President, Corporate Secretary and Head of Governance, HSBC Bank of Canada, Toronto, ON |
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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:
- 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
- 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.
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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!
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Annual Membership Dues
The membership fees, are effective November 1, 2016 (plus applicable taxes):
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Individual Professional - Commercial Interests: $540.00 CAD
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Individual Professional - Non-commercial Interests: $410.00 CAD
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Non-practicing: $89.00 CAD
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| Visit our website - www.gpcanada.org/benefits to learn more about GPC membership and membership benefits. |
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| 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. |
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This e-newsletter is issued monthly to all GPC members. Non-members may also subscribe and receive the newsletter without access to member only content.
If you have comments or wish to contribute material to this newsletter, please e-mail us at
[email protected]
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