THE NEWSLETTER FOR GOVERNANCE PROFESSIONALS OF CANADA
DECEMBER 2016
president's Message 
 

Governance Professionals Canada (GPC) would like to thank you for your support in 2016 and wish you a very happy holiday season. We look forward to an exciting year at GPC for 2017.
 
Here are some highlights and initiatives that GPC focused on in 2016 and will continue to work on in 2017.
 

Substantiating and expanding our presence in Canada with our new name and banner: Governance Professionals of Canada - GPC
The most exciting news in 2016 was our name change and rebrand to Governance Professionals of Canada - GPC (from Canadian Society of Corporate Secretaries - CSCS). We have recognized over the past few years that many of our members do not hold the title of Corporate Secretary, however most still have the oversight or play an important role in the governance practices for their organizations. GPC has always worked to be an inclusive association that represents all governance professionals and practitioners in Canada and we are proud of our diversified membership which includes: general, legal and corporate counsels, risk and compliance professionals, CEOs and other C-Suite executives, governance experts and third party providers of management and governance programs, services, solutions and expertise in governance. In that spirit, we wanted to recognize the need for Canadian governance professionals to come together no matter what their title or role, and join a community of peers through their membership with GPC. Join here!
The tradition and success of the GPC annual conference continues. Join us for the 19th annual conference, August 20 - 23, 2017 in St. John's Newfoundland! 

GPC's Annual Conference is THE event for governance professionals to come together and learn, network, exchange ideas and plug into the latest best practices and current issues. Mark your calendar now and watch your inbox in early 2017 for the first peek at the draft agenda and mark your calendars now! Why not plan your summer holiday around the conference in 2017 and bring your family to enjoy the beauty of Newfoundland, always at its best in August, and its many fun activities, sights and great dining.

Mark your calendars for the Excellence in Governance Awards ceremony and gala, to be held on November 2, 2017 at the Carlu in Toronto!

This year, for the first time, the Excellence in Governance Awards (EGAs) dinner and gala ceremony was a standalone event, separate from our annual conference. We could not have been more pleased at the inaugural turnout. Held at The Carlu in Toronto on November 15, 2016, It was an evening filled with excitement with over 300 attendees to cheer and support the shortlisted companies and winners. Plan to join us at this event on November 2, 2017! More importantly, watch for the announcement for the call for nominations and make sure you enter for your chance to be recognized for the great work you and your organization do! For more details on the awards program, the categories, judges and criteria, Click here.

GPC's Membership and Local Engagement Campaign

GPC was successful in 2016 in creating 3 new chapters! We now have a thriving local presence in Edmonton, Vancouver and Montreal, joining the already very vibrant chapter in Calgary! This year and next year, one of the top strategic imperatives for GPC is to continue focus on adding value to the membership and to look for new ways to engage, retain and recruit members. We look forward to adding new events and local groups in Toronto and in other regions where our members can gather to learn and network with their local colleagues. Watch for exciting updates on this as our growing GPC network unfolds!
 

GPC is working on a new Governance Professional Education Certification!

One of the most important initiatives that we are currently working on and hope to unveil in 2017, will be the launch a new GPC certification for governance professionals. Corporate secretaries and governance professionals in Canada have expressed their desire to have a focused education program that would equip them with the insights and practical tools to become more effective in their profession. Currently there isn't currently a program that can deliver this practical education in Canada. Directors' education providers invite corporate governance professionals to attend their programs, but the cost is high and their focus is on directorship rather than on the detailed work that takes place in the trenches of governance. GPC's professional development sessions, combined with this new certification program, will provide 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.

I look forward to bringing you more updates on these and many more exciting initiatives that GPC is working on in the new year. Wishing you good health, happiness and great governance in 2017!
Sincerely,
 
Lynn Beauregard
President, Governance Professionals of Canada
Conference and sponsorship update
As 2016 comes to a close and we look forward to 2017, we'd like to take this time to remind you of a few dates to mark your calendar:
  • March 1, 2017: Early-EARLY-bird registration opens for the 2017 conference
  • August 20 - 23, 2017: 2017 Annual Corporate Governance Conference in St. John's, NL
Sponsorship opportunities for 2017 are now available and we have a great line up of options for all budgets. Check out the full details here. 

In other news, my name is typically attached to the conference and sponsorship communications but moving forward you will start to see and hear from Albert Orellana as I transition to a maternity leave January.

Albert joined GPC in early October to begin his learning and to ensure a smooth transition. Albert brings an entrepreneurial and innovative management style with over 20 years of extensive meetings and events experience. In his previous position, Albert implemented initiatives that resulted in exceeding guest satisfaction and corporate benchmarks year-over-year, enhancing event planning processes, and improving global financial reporting systems. Albert is eager to put his experience and knowledge to work and become fully integrated to the management team at GPC.

Please join me in officially welcoming, and passing the baton to, Albert! He will be assuming the conference logistics and sponsorship coordination for 2017. You are in great hands and I look forward to seeing you all again in 2018.

Tina Hutchinson
Director, Conference & Sponsorship
416 921-5449 ext. 315

Professional development
Meetings, Minutes & More
This Meetings, Minutes and Running Effective Board Meetings outlines statutory and common law rules in relation to meetings of directors, members, managed investment schemes, class meetings and meetings of creditors. This workshop provides guidance on good governance practices for the notice, planning and conduct of meetings and examines legal and regulatory requirements for procedures in relation to minutes and running effective board meetings. 

This workshop is an interactive half-day gaining insight on both the practical and legal requirements you need to be aware of when holding meetings, taking minutes, recording procedures, guiding directors, preparing resolutions and managing circumstances such as conflicts of interest.
 
Toronto | January 31, 2017
The Albany Club, 91 King St., East, Toronto, ON, M5C 1G3
Presenters: John Dinner, President, John T. Dinner Board Governance Services

Montreal|  February 02, 2017
Saint James Club, 1145 Avenue Union, Montréal, QC H3B 3C2
Presenter: Janis Riven, LLB & BCL, MBA, PAdm, FCIS, Acc.Dir., Corporate Governance Consultant, Governance & Compliance Solutions, John Molson School of Business, Concordia University.

Governance Essentials for the Corporate Secretary - 2 Day Seminar
This two-day seminar is a great way to get up to speed or to expand your corporate secretariat skill set. It will examine the responsibilities, roles and accountabilities of the corporate secretary's position, explore best practices and provide practical solutions to current governance challenges. This session will be of great benefit to you if you are new to the profession or provide a great refresher and updates to someone responsible for governance processes and/or compliance processes in your organization.
 
Presenters: Sylvia Groves, FCIS, President and Creative Director, Governance Studio; Richard Leblanc, CMC, BSc, MBA, LLB, JD, LLM, PhD, Faculty of Liberal Arts and Professional Studies, York University; Janis Riven, LLB & BCL, MBA, PAdm, FCIS, Acc.Dir., Corporate Governance Consultant, Governance & Compliance Solutions, John Molson School of Business, Concordia University

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

Membership News
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 will be appreciated.

 

Board of Director - Leave of Absence policy

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

Board of directors evaluation

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

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

To Respond:

Please submit your response by going to GPC Forum.

 

If you wish to remain anonymous, click here for instruction on how to manage your privacy setting. 

 

To view responses to previous Request for Assistance, please click here or login and click on Members Only Section > Request for Assistance Responses.
NEWS AND UPDATES
CBCA Reforms: Shareholder Meetings and Diversity Disclosure
Torys LLP

The federal government made progress towards modernizing the Canada Business Corporations Act by publishing on December 14 proposed regulations under the framework bill that was tabled on September 28. The reforms are aimed, in part, at reducing regulatory discrepancies between the CBCA and Canadian securities laws, TSX rules and certain international best practices. This bulletin summarizes the proposed reforms as they would apply to public CBCA companies.

Read More
10 Practical guidelines to improving board communications
Corporate Secretary

Effective board communications are essential in supplying the board and key stakeholders with relevant, accurate and timely information. However, as the conduit between management and the board, the board secretary faces the challenges of growing digital communication channels, managing expectation, and curating the quality and detail of information, governance, security and more.

Yet, there are still questions, like when and how do you communicate? And when is it information overload? Download the infographic to learn ten proactive guidelines to consider for anyone wanting to improve board communication.

Read More
Shareholder activism on course for its weakest year in Canada since 2011
Corporate Secretary

Activist Insight research reveals 2016 will see about 49 companies targeted

Corporate Secretary sister publication IR Magazine reports that, according to research by data provider Activist Insight, the number of Canada-based companies subjected to demands from activist investors is at its lowest level in five years.

Read More
Trump guns for shareholder activists' rights
Financial Times

How should Apple decide what chief executive Tim Cook gets paid? The question is going up for debate at the iPhone maker's annual meeting early next year, much to the company's chagrin. A dissident shareholder, quoting Capital in the Twenty-First Century, Thomas Piketty's treatise on inequality, has submitted a proposal demanding the company engages outside consultants to revamp Apple's pay practices.
New research finds global governance convergence
Corporate Secretary

Variety remains, but companies are looking to international best practices

Corporate governance practices in areas such as executive compensation and board composition are coming more closely into line around the world, even while major variations persist, according to a new report.

Farient Advisors, in conjunction with its partners in the Global Governance and Executive Compensation Network (GECN), which comprises advisory firms specializing in compensation and governance matters, looked at regulations and companies' behavior in 17 countries.

Read More
New Record Keeping Requirements for Corporations that Own Land in Ontario

Torys LLP

On December 10, amendments to Ontario's Business Corporations Act (OBCA) and Corporations Act came into force that impose new record keeping requirements on Ontario corporations that have ownership interests in land in Ontario. The amendments were made in connection with the Forfeited Corporate Property Act, 2015 (FCPA) which came into force on the same date and which establishes new rules related to the forefeiture of property when a corporation is dissolved. Companion amendments to the Not for-Profit Corporations Act, 2010 were also enacted but have not yet been proclaimed in force.
Impact of parent-subsidiary liability and policy developments on M&A in the extractive sector
Norton Rose Fulbright LLP.

Until recently, Canadian parent companies in the extractive sector could be relatively confident that any risks created by the actions of their overseas subsidiaries would be reputational in nature. Between the doctrine of separate corporate personality and the tendency of Canadian courts to be unwilling to accept jurisdiction over tort claims based overseas, Canadian parent companies have traditionally faced limited legal risks from allegations of human rights or corporate social responsibility (CSR) violations allegedly perpetrated by subsidiaries overseas. Over the past several months, however, a number of developments have taken place which have undermined this insulation from liability and of which potential acquirers of Canadian companies, and particularly those in the extractive sector, should be aware.

Read More
The Intersection Between Form and Substance in Corporate Law
WeirFoulds LLP

In its recent decision in Mennillo v. Intramodal inc., 2016 SCC 51 ("Mennillo"), the Supreme Court of Canada addressed, for the first time since 2008, the oppression remedy. At issue was whether a corporation's failure to comply with the strict requirements of the Canada Business Corporations Act (the "CBCA") in completing a share transfer was oppressive, even though the share transfer was agreed to and directed by the company's shareholders and directors.

The majority of the Court, in reasons for judgment penned by Cromwell J., found that the intention to transfer the shares effectively trumped any deficiencies in carrying out that intention. There was a strong dissent, however, written by Côté J., who made an impassioned plea that courts not ignore statutory requirements or reward parties who do so.

Read More
Ontario Corporations Beware: Changes to the Law Regarding Record Keeping and Forfeiture of Corporate Property
Torkin Manes LLP

Corporations incorporated under the Ontario Business Corporations Act (the "OBCA") need to be aware of some important changes to the law regarding record keeping and forfeiture of corporate property which will come into force on December 10, 2016. These changes have not been well publicized, so corporations and their legal advisers should start planning for some of these changes as soon as possible. The changes will require corporations to maintain a new record called a "register of ownership interests in land in Ontario". The changes will also affect the law relating to a corporation's personal and real property that is forfeited to the Crown (i.e., the Province of Ontario) following the dissolution of the corporation (for example, on account of failure to pay Ontario Corporations Tax).
Corporate Governance: looking backward, looking forward
Institut sur la gouvernance (IGOPP)

Once upon a time, the governance of publicly listed corporations was a friendly, fraternal affair with few requirements and little risk. Then, during the 1980s, a group of funds (leveraged buyout funds) sprouted up claiming that this sort of governance deprived shareholders of the full economic value of the business they had invested in. Cozy boards and complacent management, these funds claimed, were not motivated to maximize value for shareholders.

Read More
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GOVERNANCE PROFESSIONALS OF CANADA

Meetings, Minutes & More
Toronto,  January 31, 2017
Montreal,  February 2, 2017
 
Governance Essentials for the Corporate Secretary - 2 day Seminar
Calgary, June 12-13, 2017
 
For complete list of GPC events click here
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Are you interested in advertising your product, service and/or business to the GPC market.
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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:-
 
University Secretary (APC), Office of the President
Saint Mary's University

Corporate Secretary
Balmoral Resources

Vice President, Governance
Meridian Credit Union ("Meridian")

Account Coordinator to the Corporate Secretary
DSA Corporate Services

Paralegal Secretary
Oniva Group

Please login to www.gpcanada.org to view all the Job Postings. 
Board of Directors
David Masse 
(Chairman of the Board)
Toronto, ON
 
Janis McKenzie 
(Treasurer)
Brampton, ON

Carmel Bellamy 
Corporate Secretary and Sr. Director, Governance, Member & Co-operative Relations
The Co-operators Group Limited
Guelph, ON
 
Brigitte Catellier
Vice President & Corporate Secretary 
Sun Life Financial Inc.
Toronto, ON
 
Misti Christensen
Sr. Manager Governance and Assistant Secretary
Nexen Energy ULC
Calgary, AB
 
Alain Dussault 
Lawyer, Corporate Secretary's Office
Canadian National Railway Company
Montreal, QC
 
Glenn Keeling
Sr. Partner, Executive Compensation & Governance Global Governance Advisors
Toronto, ON
 

Cyndie Kremyr 

Independent Director 

Abbotsford, BC 
 
Sally Maziarz
(Interim Secretary)
Assistant Corporate Secretary
EPCOR Utilities Inc.
Edmonton, AB
 

Bonnie Oakes Charron 

Special Assistant, Governance & External Relations 

Colleges and Institutes Canada  
 

Josée Turcotte
 Senior Vice-President, Corporate Secretary and Head of Governance 

HSBC Bank Canada
 
Lynn Beauregard 
(President)
Governance Professionals of Canada
Toronto, ON

Not a GPC Member?
WHY JOIN ...

As a GPC Member, you will have access to:

  • A community of like-minded governance professionals

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

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

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

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

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

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

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


If you have any questions or require further information, email us at [email protected].

   

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.
Membership renewal notices 

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

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


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

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


Thank you for your continued support of GPC.

About GPC 

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


 

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

 

Mission Statement

The promotion and advancement of effective governance and corporate secretarial practice in organizations in the private, public, not-for-profit and other sectors through the continued development and application of governance and corporate secretaryship best practices.
This e-newsletter is issued monthly to all GPC members.  Non-members may also subscribe and receive the newsletter without access to member only content. 
 
If you have comments or wish to contribute material to this newsletter, please e-mail us at [email protected]