THE NEWSLETTER FOR GOVERNANCE PROFESSIONALS OF CANADA
OCTOBER 2018
president's Message 

  

The Governance Professionals of Canada ("GPC") handed out the Sixth Annual Excellence in Governance Awards ("EGAs") on October 25th at our awards gala dinner and ceremony held at The Carlu in Toronto.   
 
GPC received over 80 nominations this year from organizations across all sectors. The overall caliber of the nominations was outstanding, and the shortlisted and winners of these awards send a clear message to their stakeholders, that they value governance and are trailblazers.

The winners, organized by category, are presented below:

1. Best Practices in Enterprise Risk Management
  • Algonquin Power and Utilities Corp.
2. Best Practices in Sustainability and ESG Governance
  • Vancouver Fraser Port Authority
3. Best Approach to Achieving Effective Board and Committee Operations
  • Meridian Credit Union
4. Best Practices to Enhance Boardroom Diversity
  • Royal Bank of Canada
5. Best Practices in Strategic Planning, Oversight and Value Creation by the Board
  • Vancouver Airport Authority
6. Best Engagement by a Governance Team
  • Ontario Securities Commission (Other Sectors)
  • Barrick Gold (Publicly Listed)
7. Best Compensation Disclosure and Communication
  • BMO Financial Group
8. Best Practices in Subsidiary Governance
  • BMO Financial Group
9. Best Overall Corporate Governance
  • Royal Bank of Canada (Publicly Listed)
  • Gore Mutual (Other Sectors)
10. Governance Professional of the Year
  • Neil Puddicombe, Associate General Counsel, Director of Bank Board Governance, BMO Financial Group
11. Peter Dey Governance Achievement Award
  • Tom C. O'Neill, Chairman, Scotiabank
The Excellence in Governance Awards recognize good governance in those organizations from public to private, not for profit, crown and others, who reinforce that transparency, accountability and strong governance frameworks are a priority.   
 
The EGAs set the stage for recognizing and encouraging the highest standards in governance practices in Canada.  The final award winners were chosen out of nominations from across Canada in all sectors and markets by a jury panel composed of seasoned and well-respected governance experts. For more on the EG Awards program: http://gpcanada.org/EGA ; and for a copy of the 2018 EGA Judges' Report, Click Here

The GPC team and Board of Directors extend our sincere congratulations to the winners of the 2018 EGAs and a huge thank you to our judges and sponsors for their invaluable time and support of our 2018 EG Award program.

I would also like to acknowledge the amazing team behind GPC and the awards:  Letricia Fullerton (Manager, Education & Special Projects), Albert Orellana (Event Manager), Seare Araya (Operations and IT Manager), Mable Zheng (Accounting & Financial Manager), Kim Poonye (Board Administrator and Project Coordinator), Crystal Singh (Membership and Event Coordinator), Monique de St. Croix our fabulous event photographer and Emmanuelle Vaughan our event assistant.

We encourage ALL organizations who value and strive for excellence in governance, to put forward a nomination in 2019. The Call for nominations will open in February 2019.
 
Photos of the 2018 EG Awards Ceremony are available here.  

Lynn Beauregard
President, Governance Professionals of Canada
  
Peter Dey with Governance Achievement Award winner Thomas O'Neill
Winner of Governance Professional of the Year Award Neil Puddicombe with GPC President Lynn Beauregard



THANK YOU TO our SPONSORS!

 

GPC would like to thank all our sponsors for taking part of the 6th Annual Excellence in Governance Awards gala at the Carlu on Thursday, October 25, 2018.

 

GPC AND EGAS IN THE GLOBE AND MAIL
GPC was thrilled to be part of a special report on the Excellence in Governance Awards! 
 
Click here for the full stories:
GPC Education program

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.

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.
 
UPCOMING LOCATIONS & DATES
 
The GPC certification modules will be offered in various locations across Canada. GPC also hopes to welcome international governance professional students to their course.

Foundations of Governance  - Two and Half day Course
Calgary ,  Nov 9 -11, 2018  | Toronto, March 22-24, 2019 | Vancouver, June 7- 9, 2019
 
Applied Governance  - Two and Half day Course
Calgary, March 1-3, 2019 | Toronto, April 5-7, 2019 | Toronto, May 31-June 2, 2019 | Vancouver, October 4-6. 2019
 
Strategic Governance  - Two and Half day Course
  Vancouver , April 12-14, 2019 | Calgary, May 3-5, 2019 | Toronto, September 13-15, 2019
 
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. 
Professional development Events 
Membership News

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
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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.


Thank You and Welcome to Our Newest Members!
  • Bonny Dennis, Corporate Secretary, Aquatera Utilities Inc
  • Kathy Homer, Assistant University Secretary, Mount Royal University
  • Shawna Miller, Governance Manager, Affinity Credit Union
  • Amy Nixon, University Solicitor, Mount Royal University
  • Marc Tassé, Professor, Telfer School of Mangement - University of Ottawa.
 
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:
 
  • 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 
 
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.

 

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. 

NEWS AND UPDATES
Davies Governance Insights 2018
Davies Ward Phillips & Vineberg LLP

Davies' annual Governance Insights reports analyze the top governance trends and issues important to Canadian boards, senior management, in-house counsel and governance observers.

In the 2018 edition, we shine the spotlight on the following issues that shaped the corporate governance landscape this year, in each case offering practical insights into the impact of these trends on public companies as well as recommended best practices:

Read More

A Look Inside OSFI's New Corporate Governance Guideline
Blake, Cassels & Graydon LLP.

On September 18, 2018, the Office of the Superintendent of Financial Institutions (OSFI) released the final version of its revised Corporate Governance Guideline (Revised CG Guideline), following consultations in late 2017. The Revised CG Guideline follows Superintendent Jeremy Rudin's announcement in June 2016 that OSFI intended to streamline and simplify the governance guidance for federally regulated financial institutions. The Revised CG Guideline provides a clearer delineation of board and senior management responsibilities, removes some of the more prescriptive elements of the previous CG Guideline, and consolidates expectations relating to board responsibilities that are currently set out in OSFI's capital and risk-management guidelines into the Revised CG Guideline.

Read More

BC, the first province to Propose a Legal Framework for Benefit Corporations
Viridius Lex LLP

British Columbia introduced Bill M-216 to permit the incorporation of "benefits corporations" or "B-Corps", as do many U.S. states. Currently passed second reading, the proposed legislation will, if enacted, enable companies to incorporate as 'benefit companies', making British Columbia the first Canadian jurisdiction to provide a legal framework for companies that want to operate in a socially and environmentally responsible and sustainable manner, and pursue public benefits in addition to profit.

Read More

Digitizing Board Meetings
Norton Rose Fulbright LLP

In the day and age of virtual reality and delivery dinner at the click of a button, it seems almost comical to think that we use sliced bread to explain an invention's usefulness.

Given today's unprecedented surge in technology, it is perhaps unsurprising that the EY Center for Board Matters ("EY") reported digital transformation as one of the most important priorities for boards. However, while it may be tempting for boards to focus on emerging competitors, tech-savvy employees, and the onset of new risks, this transformation can - and maybe should - include digitizing board meetings. Implementing board portals, digital voting, and digital minute-taking procedures are 3 simple transformations that can help increase.

Read More

Governance in the Era of the #Metoo Movement: an Overdue Wake-up Call efficiency.
Langlois lawyers, LLP

As part of our series of bulletins on the duties and obligations of directors, we will focus on the application of the general concepts of psychological and sexual harassment.

Read More

Canadian securities regulators release fourth review regarding women on boards and executive officer positions
Canadian Securities Administrators

Toronto - Securities regulatory authorities in Alberta, Manitoba, New Brunswick, Nova Scotia, Ontario, Quebec and Saskatchewan (the participating jurisdictions) today published CSA Multilateral Staff Notice 58-310 Report on Fourth Staff Review of Disclosure regarding Women on Boards and in Executive Officer Positions.

Read More

Governance for the New Generation of Crisis Management
Torys LLP.

Several crisis incidents from the last couple of years, such as the #metoo movement and Weinstein-style harassment claims, privacy class actions arising from data intrusions of high profile companies such as Facebook, and a management-upending data breach at Target, illustrate a common theme-the ever-changing nature of the organizational crisis and the rising pressure for companies to respond swiftly.

Read More

Compliance Programs: A Guardrail to Keep You on the Path of Good Governance
Langlois lawyers, LLP

In our previous bulletins on the duties and responsibilities of directors we looked at the extent of these obligations both from a general point of view1 and in certain specific situations2. These initial articles sought to simplify the norms that govern the work of directors, and to illustrate how they apply in specific contexts. We have already identified some of the risk zones directors have to contend with3. These zones contain pitfalls that must be avoided in conducting the day-to-day business of an organization. It is however extremely difficult to do this effectively if prevention and monitoring measures are not in place. That is the raison d'être of compliance programs.

Read More

Implications of the Collaborative Model of Corporate Governance
Norton Rose Fulbright LLP

In a recent paper, Jill Fisch and Simone Sepe outline a new model for corporate governance: the Insider-Shareholder Collaborative model.

Read More

Highlights Of Recent Developments In Non-Profit And Charities
Gardiner Roberts LLP

Non-share Corporations to hold Personal Assets
  • perpetual existence
  • no twenty-one year rule
  • avoid estate administration tax
  • defer capital gains tax
  • flexibility
  • Lash case involving family dispute
  • CRA position on members as shareholders and benefit issues'
  • need for tailor-made by-laws, "lease" payments, etc.
     

Read More

Official Partner of GPC
Learn more from a global survey from Diligent & Forrester Research that
targeted governance professionals and revealed the vulnerabilities and technology misuse in global boardrooms.

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Job Postings
Do you have a career opportunity that you would like to share with our readers?  Click here for more details
 
Recent Job Postings:
 
Corporate Paralegal
Canadian Pacific - CP
 
Board Advisor
Alberta Health Services

Board Secretary (Part-time Permanent Contract)
Vancouver Foundation
 
Board Secretary - Executive Office
Chartered Professional Accountants of Canada (CPA Canada)
 
Plan Board Specialist, MSRP & JPP
Alberta Pensions Services Corporation, APS
 
Plan Board Specialist MEP
Management Employees Pension Plan (MEPP)


Please login to www.gpcanada.org to view all the Job Postings.   
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: info@gpcanada.org
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
 
Kathleen Cauchon (Secretary)
Senior Assistant Secretary, Bank of Canada, Ottawa, ON
 
Misti Christensen, (Chair) 
Senior Manager, Corporate Governance and Assistant Secretary , Nexen Energy ULC, Calgary, AB
 
Arne Gulstene
Regional Head -TSX Company Services, TMX, Vancouver, BC
 
Christine Thomas
Assistant Vice-President, Legal Services & Governance, Senior Legal Counsel and Corporate Secretary, MD Financial Management Inc., Ottawa, ON
 
Sally Maziarz (Vice-Chair)
Assistant Corporate Secretary, EPCOR Utilities Inc., Edmonton, AB
 
Janis McKenzie, (Treasurer)
Independent Director, Oakville, ON
 
Sheldon Stener
General Counsel and Corporate Secretary Strategy, Federated Co-operatives Limited, Saskatoon, SK
 
Josée Turcotte
Senior Vice-President, Corporate Secretary and Head of Governance, HSBC Bank of Canada, Toronto, ON

Membership renewal notices 

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

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

 
Annual Membership Dues

 

The membership fees, are effective November 1, 2016 (plus applicable taxes):

  • Individual Professional - Commercial Interests: $540.00 CAD 

  • Individual Professional - Non-commercial Interests: $410.00 CAD

  • Non-practicing: $89.00 CAD

Visit our website - www.gpcanada.org/benefits to learn more about GPC membership and membership benefits.

About GPC 

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


 

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

 

Mission Statement

The promotion and advancement of effective governance and corporate secretarial practice in organizations in the private, public, not-for-profit and other sectors through the continued development and application of governance and corporate secretaryship best practices.

This e-newsletter is issued monthly to all GPC members.  Non-members may also subscribe and receive the newsletter without access to member only content. 
 
If you have comments or wish to contribute material to this newsletter, please e-mail us at info@gpcanada.org