THE NEWSLETTER FOR GOVERNANCE PROFESSIONALS OF CANADA
JUNE 2017

president's Message 
   
 

The corporate governance landscape has never been as complex and fraught with risk and uncertainty as it is today. Fittingly, this year's conference (in St. John's Newfoundland August 20 - 23rd, 2017) is themed: 'Governance in Times of Turbulence' 

 

Sessions and keynotes will provide key insights on how this is shaping many organizations' current and future governance challenges. Our program is designed to provide the latest information and learning so that governance professionals can be equipped to act as key strategic leaders, guides and influencers for their boards and organizations in this age of disruption.

 

Keynote Speakers:

Monday August 21st Opening Keynote:
Tête à tête on Sustainability Risk and Climate Disruption...Are We Bracing for Impact?
 
 
Ed Waitzer,
Partner, Stikeman Elliott
Helle Bank Jorgensen, President
UN Global Compact Network Canada


Tuesday August 22nd Opening Keynote:

Economic Outlook: Trump, Trade, Taxes & Turbulence
 
Douglas Porter,
Chief Economist and Managing Director
BMO Financial Group

 

Other sessions and topics covered at the conference will include:

  • Human Rights Panel: The Next Governance Frontier: how to engage with domestic indigenous communities and with foreign cultures: 
  • Benchmarking Corporate Governance
  • Equipping your Board for optimal decision-making;
  • Best practices in implementing ESG in a governance framework;
  • Disclosure, governance and communication in crisis management situations
  • Dealing with unhealthy boardroom conflicts;
  • Defining director independence;
  • From shareholder activism to shareholder engagement;
  • Not for profit strategy and governance;
  • Best practices in board evaluations;
  • Public sector governance panel;
  • Dealing with bribery and corrupt practices;
  • Trends in boardroom diversity; 
  • What to do in case of a cyber breach;
  • Best practices in implementing ESG in a governance framework

Take advantage of the registration savings until July 8th and begin your conference registration now! 

 

For additional conference details, including travel and accommodation information visit GPC Website.

 

I look forward to hosting you there!

Lynn Beauregard
President, Governance Professionals of Canada


GPC 2017 SPONSORSHIP OPPORTUNITIES

Don't miss out!
Leading service and product providers in the Governance field taken advantage of the GPC sponsorship opportunities for the conference and beyond.

Don't miss your chance to showcase your brand to over 300 governance professionals at the annual conference this August in Newfoundland!



Also, check out other sponsorship opportunities for ongoing GPC events and activities. Consider partnering with GPC this year on many fronts including:
  • GPC's annual Excellence in Governance Awards Ceremony & Gala (November 2nd in Toronto at the Carlu)
  • GPC Website and monthly E-Newsletter advertising
  • And More! 
Visit our sponsorship opportunities package HERE

Albert Orellana, CMP 
Manager, Events & Sponsorship
416 921-5449 ext. 315

Excellence in Governance Awards Update

The Excellence in Governance Awards are now closed! We are thrilled with the number of nominations we received this year. The judges have now started to review all submissions to select the shortlisted companies, who will be announced at this year's annual conference in St. John's Newfoundland, August 20-23, 2017.

 

GPC expects that the recognition winners and nominees alike will gain from these awards will further the reputation of their organizations, raise awareness for the key role played by governance professionals, and inspire others to follow their example. 

 

The Excellence in Governance Awards jury panel is composed of seasoned and well-respected governance experts from across Canada and include: in your nominations today! 

Chair of Judging Panel:



Geoffrey D. Creighton,
Past President and Chair,
In-house Counsel, Worldwide and CCCA 

Judging Panel:

Gigi Dawe ,
Director, Corporate Oversight and Governance,
CPA Canada 

 
Catherine Gordon
President and founder
SimpleLogic Inc.


Sylvia Groves,
 
President and Creative Director,
Governance Studio


Dr. Richard Leblanc
,
Associate Professor, Law, Governance and Ethics, Director, Master Financial Accountability Program,
York University


Paul Schneider

Head of Corporate Governance, Public Equities,
Ontario Teachers' Pension Plan 


Brendan Sheehan
,
Managing Director, Corporate Governance,
Rivel Research Group


Elizabeth Watson
, QC,
Founder and President,
Watson Inc.

We will announce the shortlisted winners in August at the annual conference. Don't forget to save the date for the gala which is November 2, 2017 in Toronto.

Professional development UPDATE


Now that winter has left and summer has officially begun, we have had quite a few successful professional development events.
 


In May, we had a brand-new event: Subsidiary Governance: A Critical Tool for Risk Management, in partnership with BMO Financial Group, and sponsored by Diligent. This was a true success, with over 100 attendees, in-person and via webinar. We had a fantastic line-up of speakers, and many highly engaging discussions. 

 

The one-day conference took place on May 17, 2017 on the 68th floor of the First Canadian Place building in Toronto, Ontario. This was our first conference focused specifically on subsidiary governance, a topic that has moved from an emerging area to one of increased global focus. Many who attended expressed interest in repeating this conference in the future. 

 

A special thanks to Neil Puddicombe and his team for all their help and support. Another special thanks to Diligent for sponsoring this event.


Most recently, Governance Essentials for the Corporate Secretary took place in mid-June in Calgary. This event always brings out a crowd, and a lot of learning. It covers a vast amount of topics - everything that you need to know for the job. 

 

Now we are ramping up for our 19th Annual Conference - Governance in Turbulent Times and diligently working away on our future Governance Professionals of Canada Designation Program!

 

If you didn't get a chance to participate in one of our PD sessions - don't worry - you are still able to purchase the webinars. See a glimpse of some from this past year below:

Subsidiary Governance: A Critical Tool for Risk Management, a full-day conference
Member: $310.75
Non-Member: $446.35

Meetings, Minutes and More with John Dinner
Member: $282.50
Non-Member: $395.50

Sustainability, ESG and Corporate Social Responsibility and the Board: What Governance Professionals Should know
Member: $28.25
Non-Member: $39.55

If you are interested in purchasing any of these, please contact Megan McLean.

LOCAL ENGAGEMENT UPDATES


GPC was thrilled to offer a series of local chapter events, "Onboarding and Educating: The Care and Feeding of New Directors" in Calgary, Montreal and Ottawa. This was a chance for members to network and engage with fellow local members.  

 

In Calgary on June 8th, Sylvia Groves spoke on tips and tools for on-boarding and providing ongoing training and education for your new board members. It was our first chapter events in Montreal and Ottawa on June 15th and 16th, with Janis Riven speaking on on-boarding new board members and duty of care. These chapter events had a great turnout, and we look forward to continuing them in the future! 

 

As the summer months are here, we do not have as many local chapter events planned, but stay tuned on our website for more coming in the fall! 

 

As well, stay engaged by joining your local chapter's GPC LinkedIn page. We are just starting up these pages, and are excited to build up a more engaging platform for members to continue networking outside of events.

 

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.

 

Internal Audit policy

We are working on our internal audit policy here and was wondering if anyone could provide some insights/share their organization's policies to provide us with a jumping off point

Management of Enterprise Risk / Board Self Assessments / Board Charter

Question #1
For Management of Enterprise Risk, I'm trying to get a better understanding of common practices. Does your organization conduct risk assessments internally, or is it outsourced to a firm? How often do you conduct risk assessments? (Quarterly, annually, etc.) Do your assessments feed into internal audits that focus on particular areas which pose high risks? 


Question #2
Board Self Assessments - How does your organization perform Board self-assessments? Through surveys, one-on-one interviews, group discussions, or a combination therein? How is confidentiality handled? Are responses compiled by the Corporate Secretary or an outside firm? 


Question #3
Does your organization have a Board Charter (in addition to a By-law or Terms of Reference)? If so, could you please share a copy?

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
After the AGM: How boards can prepare for next year
Corporate Secretary

With the peak of proxy season in the rear-view mirror, companies and investors are analyzing takeaways from the thousands of meetings that have occurred over the past three months. Although most US companies received strong support from shareholders at their annual meeting, others have faced low levels of support for executive compensation or directors or high levels of support for a shareholder proposal.

Read More

What's a woman on the board worth to stock investors? About 300 bps, according to CIBC study
Financial Post

Having women on a company's board of directors leads to better stock market returns and that's information institutional investors can use when deploying their portfolio strategies, a new report prepared by CIBC World suggests.

Read More

Canadian securities administrators propose a new prospectus exemption for the resale of securities of a foreign issuer
Canadian Securities Administrators

Montréal - The Canadian Securities Administrators (CSA) today published for comment proposed amendments to National Instrument 45-102 Resale of Securities (NI 45-102)that would introduce a new prospectus exemption for the resale of securities of a foreign issuer.

Read More

Shareholder Activism and Proxy Contests: Issues and Trends

Davies Ward Phillips & Vineberg LLP.

Shareholder activism - in the form of both headline-grabbing proxy contests and the new, quieter engagement between boards and shareholders - has been on an upward trend in Canada for the past 10 years. It is now a permanent feature on the corporate landscape, reflecting the increased focus of shareholders, boards of directors, regulators and other market participants on corporate governance and shareholder democracy.

Read More

OSC Publishes Report on Exempt Market Activity and Recent Regulatory Reforms
Goodmans LLP

The Ontario Securities Commission (OSC) recently published OSC Staff Notice 45-715 2017 Ontario Exempt Market Report (the "Report") which, among other things summarizes Ontario exempt market activity by non-investment fund issuers over the past two years and how it compares to the broader Canadian capital markets, and assesses the impact of recently introduced prospectus exemptions. The Report follows the adoption by the OSC over the past couple of years of a number of new prospectus exemptions that are intended to facilitate greater capital formation by small issuers, as well as recent amendments to the information required to be included in the report that must be filed with the OSC when certain prospectus exemptions (including the accredited investor exemption) are relied upon.

Read More

Proposed Changes Aimed at Simplifying Reporting Requirements for Private Placements in Canada

Goodmans LLP

The Canadian Securities Administrators ("CSA") recently published for comment proposed amendments to National Instrument 45-106 Prospectus Exemptions ("NI 45-106") that would amend the form used by issuers and underwriters to report distributions of securities in Canada on a private placement basis. The amendments are designed to simplify the disclosure requirements of the form and address perceived risks associated with the requirement for individual representatives of issuers or dealers to certify the information included in the form

Read More

You want to be listed on the TSX? Make sure your governance plans includes diversity

Minden Gross LLP

Since 2014, National Instrument 58-101 Disclosure of Corporate Governance Practices ("NI 58-101") has required that non-venture issuers in Manitoba, New Brunswick, Newfoundland and Labrador, Northwest Territories, Nova Scotia, Nunavut, Ontario, Québec, Saskatchewan and Yukon disclose certain information regarding women on boards and in executive positions (the "WB/EP Rules").

Read More

Financial Stability Board Task Force on Climate-Related Disclosures Releases Final Report
Davies Ward Phillips & Vineberg LLP

On June 29, 2017, the Financial Stability Board's Task Force on Climate-Related Disclosures (TFCD) released the report containing its final recommendations. The report provides guidance to assist public companies in more effectively satisfying existing climate-related disclosure requirements. Specific disclosure is recommended in four key areas:

Read More

Director Liability for Employee Remuneration: Significant Changes Likely in Store in Ontario

McMillan LLP

All employers operating in Ontario will want to pay close attention to a number of proposed changes to the director liability regime with respect to unpaid wages and vacation pay. In their Final Report on Ontario's Changing Workplaces Review issued on May 23, 2017, the government's special advisors have recommended changes to the Employment Standards Act, 2000 ("ESA") and the Business Corporations Act (Ontario) ("OBCA"). If these recommendations are accepted and passed into law, the enforcement process for employee remuneration claims will become more streamlined, and the amount and likelihood of potential director liability will likely increase.

Shareholder activism in M&A
Norton Rose Fulbright LLP.

As noted by Kingsdale Advisors in a recently published report, corporate directors and their legal advisors continue to pay insufficient attention to shareholder activism in M&A. The authors of the 2017 special report caution that not only have shareholder activists been emboldened by post-financial crisis legislative changes that afford shareholders greater say, but that these investors also enjoy access to ever more sophisticated playbooks. Further, they stress that activism in M&A is no longer the exclusive domain of entrepreneurial hedge funds; traditionally passive investors, including large asset managers and even pension funds, are increasingly willing to ensure that their voices are heard. Finally, while smaller underperforming companies are naturally more vulnerable, larger companies would be ill-advised to rest easy as activists are expanding their reach. In short, and as made clear by a number of recent examples (such as Carl Icahn's opposition to the buyout of Dell shareholders by Dell's founder and Silver Lake Partners in 2013), the opportunities and challenges associated with activism in M&A can no longer be ignored.

Read More

Directors' Briefing: Advisory Committees, June 2017
Minden Gross LLP

An advisory committee is a tool available to a corporation's board of directors. It will consult with Management and the board in order to provide input and guidance. Advisory committees will make recommendations to the board of directors or Management of the corporation based on processes set out in its Charter. The recommendations are not binding, but can provide the strategic direction a corporation may need in making business decisions.
Official Partner of GPC
Join our Mailing List
 
In This ISssue
QUICK LINKS
Not a Member 
- Join Today
Newsletter Archives
Request for Assistance
Job Posting

Surveys

Events & workshops
 
GOVERNANCE PROFESSIONALS OF CANADA

Annual Corporate Governance Conference

St. John, NL, August 20 - 23, 2017

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:-
 
Nominees to the Board of Directors - MTE Consultants Inc
MTE Consultants Inc.

Nominee for the Board of Directors for the PPA
Pacific Pilotage Authority

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
Vice President & Corporate Secretary, Sun Life Financial Inc., Toronto, ON
 
Misti Christensen, Vice Chair
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
Abbotsford, BC
 
David Masse, Chairman of the Board
Principal, Governance View
Toronto, ON
 
Sally Maziarz, Secretary
Assistant Corporate Secretary, EPCOR Utilities Inc., Edmonton, AB
 
Janis McKenzie, Treasurer
Burlington, 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

Not a GPC Member?
WHY JOIN ...

As a GPC Member, you will have access to:

  • A community of like-minded governance professionals

  • Key governance products, services and solution providers

  • Discounts for 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

  • 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 info@gpcanada.org.

   

Annual Membership Fees

 

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,  Caroline Bucksbaum


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 

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 info@gpcanada.org