THE NEWSLETTER FOR GOVERNANCE PROFESSIONALS OF CANADA
DECEMBER 2017
president's Message 
  
   
Governance Professionals of Canada (GPC) would like to thank you for your support in 2017 and wish you a very happy holiday season!
  
We thought we would share some highlights from 2017 and what we are looking forward to in 2018:
 

1. The GPC Education Program (GPC-EP) has officially launched! 

We unveiled one of the most important initiatives that GPC has worked on to date in 2017, our new certification program, the GPC-EP. The first of the three modules were held this November in Toronto and Vancouver, and it was a very successful launch of the program. Corporate secretaries and governance professionals in Canada had expressed their desire to have a focused education program that would equip them with the insights and practical tools to become more effective and up to date in their profession. GPC answered and created a program developed BY governance professionals and subject matter experts intimately familiar with the role. GPC's new certification program provides the key missing piece for so many new and seasoned professionals in governance, to gain and/or refine the skillset they need to take their organization's governance to new levels of excellence.

Here are a sample of the great testimonials we have received so far on the
GPC-EP already: 
"Excellent comprehensive course for governance professionals."
"This was an amazing course. I really learned a lot and I enjoyed engaging with my peers." 
"Even with many years' experience in this field, I found the information on tools and best practices extremely helpful." 
"Module 1 exceeded my expectations. Looking forward to Modules 2 and 3. Very thankful for GPC's efforts to make this education and certification program available." 
"I am very happy that I was able to convince my CEO to allow me to attend the course."
"The designation is important of course, but this was a great learning experience and I really enjoyed being part of a group that faces the same issues I face every day. Kudos to GPC for taking the lead on the program." 
"Very satisfied overall with the program and looking forward to future modules. I thought the course was very well laid out - flowed extremely well."
"Thank you to GPC for all of the hard work that you have done to give us the opportunity to acquire what we really need."

2. GPC's Expanded Local Engagement 

You asked, we listened! GPC continues to expand its presence locally, in order to provide important face to face events, networking and learning opportunities for our members. Edmonton, Vancouver, Calgary, Ottawa, Montreal and Toronto boast local chapter committees who are working away on creating local engagement opportunities for our members. 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 local groups in Saskatchewan and in other regions where our members can gather to learn and network with their local colleagues.

3. Professional Development

In addition to growing our presence and events in key local member hubs and our new certification course, we will continue to offer national professional development and webinar sessions in 2018, to ensure that even those in more remote areas can still access important GPC programming. Watch for new and noteworthy sessions in the new year covering topics such as: Board and Organization Culture, Cybersecurity Preparedness, ESG Reporting, Minutes, Meetings and More, Subsidiary Governance, Board Succession, CEO Succession, Diversity and more!

4. 2018 Annual Conference - Mark your calendars for the 20th Annual Conference, to be held August 19-22, 2018 in Victoria B.C.!  

GPC's Annual Conference is the only event in Canada that gathers governance professionals, which offers important learning, networking, exchanging of ideas and allows participants to plug into the latest best practices and issues that they need to succeed. Watch your inbox in early 2018 for the first peek at the draft agenda and mark your calendars now! Why not plan your summer holiday around the conference in 2018 and bring your family to enjoy the beauty of Victoria and Vancouver Island at the best time in August, and take in its many fun activities, sights and great dining.

5. 2018 Excellence in Governance Awards - Mark your calendars for the 6th annual ceremony and gala, to be held on October 25, 2018 at the Carlu in Toronto! 

This event has become a very important event for the governance community in Canada as a whole. The calibre and quality of award submissions, winners, sponsors and attendees keeps rising year over year as demonstrated by the success of the 2017 event in November in Toronto at the Carlu, with over 300 attendees to cheer and support the shortlisted companies and winners. Plan to join us at this event on October 25, 2018 and 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. 

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 2018!

Sincerely, 
Lynn Beauregard
President, Governance Professionals of Canada
Conference and sponsorship update
GPC 2018 Call for Speakers and Presentations

Looking to get more involved in GPC's professional development and conference content?

Are you a good speaker?

Governance Professionals of Canada is starting the planning for its professional development calendar and annual conference programming for 2018, and we are looking for new dynamic and engaging speakers.

 

If you are interested in submitting a session proposal, please complete your submission by Friday, January 12, 2018.  

 

Session submissions should be trending topics in the realm of governance. New perspectives on existing themes are welcomed. Topics relevant for all levels of experience and sectors of industry are welcome, and please highlight what makes your topic stand out!  

 

Thank you in advance for your time in submitting a proposal. Please note that only proposals selected for session development will be contacted.  

 

To begin your submission, please click here. 

GPC Annual Sponsorship

With the support from organizations such as yours, GPC is able to maintain its focus on best governance practices and we can continue to provide the best resources on industry leading principles in good governance, ethics, compliance and other key areas of importance for the governance professionals.
 
In the past few years GPC has not only grown in size, but also in importance and therefore in the number of opportunities it represents for organizations interested in being in front of the Governance community in Canada.
 
We now have a great variety of activities that are available for sponsorship engagement. Book your opportunity now for 2018 and make GPC a key partner in your client and business development strategy.
Please contact me for any inquiries. 
 
Tina Hutchinson  
Director, Conference & Sponsorship
416-921-5449 ext. 315 | tina.hutchinson@gpcanada.org     
GPC Education program


As a Governance Professional, it is important that you are equipped with the latest and most important tools and best practices in governance. Your effectiveness and your success is directly related to the effectiveness of your board and your organization. New regulations, stakeholder and market pressures continue to evolve relentlessly, so it is critical that you can invest in your professional development and stay on top of key changes, new trends and best practices. 

 

It is with this in mind that we would encourage you to apply for the GPC Education Program (GPC-EP) - Governance in Practice, and to obtain your designation as a GPC.D. GPC-EP is the only practical certification course available for governance professionals in Canada.


The Governance Professionals of Canada Education Program (GPC-EP) is designed to:

  • Respond to the demand to provide education tailored to the unique needs of professionals working in governance
  • Set a standard and bar for the practice and profession of governance in Canada
  • Create good governance practices across all sectors and industries

The GPC-EP is designed to enhance the existing skills of governance professionals of all levels, and operating in a governance role, whether in public, private, not-for-profit or governmental organizations such as in: legal, compliance, ethics, stakeholder relations, board and committee support, and more. 

 

Individuals new to these roles, as well as seasoned professionals, will find benefit in the GPC-EP as it will not only provide them with the latest best practices, skills and tools in governance, but will also enhance the standard of their profession and further their career. 

 

Upon completion of the program, and passing the final examination, program participants will receive the Governance Professionals of Canada Designation: GPC.D.


Module 1
  • Toronto,  April 27-29, 2018
  • Vancouver, May 25-25, 2018
  • Calgary, Nov 9-11, 2018

Module 2
  • Vancouver, April 13-15, 2018
  • Toronto, June 15-17, 2018

Module 3
  • Vancouver, May 25-27, 2018
  • Toronto, October 12-14, 2018

Professional development
Board Renewal, Succession Planning and Diversity

This session will discuss the impact of board renewal, succession planning and the importance of diversity, including best practices and approaches. We are currently finalizing the panelists but this session promises to deliver a range of speakers each with a high-level variety of expertise, to be announced early in the new year.  
 
Panelists: Johanne Charbonneau, Chairperson, Audit Committee, Alterna Bank;
Carmel Bellamy, Corporate Secretary and Senior Director, Governance, Member and Co-operative Relations, The Co-operators
 
Toronto | January 29, 2018
TMX Broadcast Centre, Theatre, 130 King St. W, Toronto, ON M5X 1J2
Meetings, Minutes & More 

This Meetings, Minutes and Running Effective Board Meetings outlines statutory and common law rules in relation to meetings of directors, members, managed investment schemes, class meetings and meetings of creditors. This workshop provides guidance on good governance practices for the notice, planning and conduct of meetings and examines legal and regulatory requirements for procedures in relation to minutes and running effective board meetings. 
 
This workshop is an interactive half-day gaining insight on both the practical and legal requirements you need to be aware of when holding meetings, taking minutes, recording procedures, guiding directors, preparing resolutions and managing circumstances such as conflicts of interest.
 
Toronto | February 15, 2018
Presenters: John Dinner, President, John T. Dinner Board Governance Services
 
CalgaryMarch 12, 2018
Presenter: John Dinner, President, John T. Dinner Board Governance Services
 
EdmontonMarch 13, 2018
Presenter: John Dinner, President, John T. Dinner Board Governance Services.
 
OttawaMarch 20 , 2018
Presenter: Janis Riven, LLB & BCL, MBA, PAdm, FCIS, Acc.Dir., Corporate Governance Consultant, Governance & Compliance Solutions, John Molson School of Business, Concordia University.
 
MontrealMarch 13, 2018
Presenter: Janis Riven, LLB & BCL, MBA, PAdm, FCIS, Acc.Dir., Corporate Governance Consultant, Governance & Compliance Solutions, John Molson School of Business, Concordia University.
Cybersecurity Preparedness

This session will focus on the board's and audit committee role to prepare and mitigate the risk or deal with the fallout of a cyber attack.
 
Toronto | February 27, 2018
Organizational Culture - what is the role of the board

This session will discuss:  
  • How can boards ensure that there is a framework in place for understanding and influencing organizational culture
  • Where on the board agenda should culture questions should be asked
  • Tone at the top, how can directors lead by example to contribute to culture
  • Where does the question of culture sit in the context of board responsibilities?
  • How to get culture on the board agenda...and why is this often a challenge?
  • Where does it belong in the conversation as it relates to strategy, as it relates to risk, as a standalone item etc.?
  • How can boards ensure that there is a framework in place for understanding and influencing organizational culture?
  • Tone at the top, how can directors lead by example to contribute to culture
  • What is the role of the governance professional in contributing to board and organizational culture?
Moderator: Deborah Rosati, Corporate Director, Co-founder & CEO, Women Get on Board
 
Panelists: Carol Faull, Culture Transformation Consultant, Facilitator and Executive Coach, L&C Strategic Advisory Consultants; Lloyd M. Segal, President & CEO, Repare Therapeutics; Heather Laxton, Chief Governance Officer & Corporate Secretary, Wesdome
 
Toronto | March 27, 2018
The Spoke Club, 600 King St W, Portland Room, Toronto, ON M5V 1M3
More PD Events
Foundations of Governance  - Two and Half day Course
Toronto  | Apr 27 -29 2018 | Vancouver |May 25 - 25, 2018 | Calgary | Nov 9 -11, 2018 
 
Applied Governance  - Two and Half day Course   
Vancouver |  April 13 - 15, 2018  |   Toronto | June 15 - 17, 2018
 
Strategic Governance  - Two and Half day Course
Vancouver | May 25-27, 2018  |    Toronto | October 12 - 14, 2018
 
For complete list of GPC events click here
Membership News
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 info@gpcanada.org.

   

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.

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.

 

Crisis Communications Plan 

Our Corporation (municipally owned) has a Crisis Communications Plan in place which is primarily focused on managements' response to a crisis situation, where the board's role would be one of an oversight/support function. It is the President & CEO's responsibility to keep the board fully informed in the event of a crisis situation. We have been asked to determine if the Board should have its own separate crisis plan document in the event a crisis situation occurs where management is compromised and as such the management of the crisis could revert to the board.

 

Question: Do you have a separate Crisis Plan for your Board? If yes would you be willing to share your document.

Board/Board Committee Meeting Material 

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

 

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

To Respond:

Please submit your response by going to 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
Key Corporate Governance and Disclosure Developments in 2017
McMillan LLP

During 2017, a number of proposed amendments to the Canada Business Corporations Act ("CBCA") and the Business Corporations Act (Ontario) ("OBCA") were introduced and/or advanced. These amendments, if adopted, will have a significant effect in 2018 on public companies governed by these statutes. In addition, securities regulators provided guidance on various continuous disclosure matters, and the Toronto Stock Exchange ("TSX") provided guidance on majority voting policies as well as advance notice policies. Finally, the TSX also introduced additional website and equity compensation disclosure requirements which will come into effect in 2018.

Read More

Making change management a post-closing priority
Norton Rose Fulbright LLP

As we have previously discussed, successfully directing the integration of two businesses following the closing of an M&A transaction is vital to realizing the value of a merger. The process by which post-closing change within a business is overseen - often referred to as "change management" - plays a key role in determining whether or not the integration process is smooth and the objectives of the merged entity are achieved. According to a report by Bain & Company, people, culture, change management and communication have been identified by business leaders as some of the main causes of poor integration following an M&A transaction. Although executives often intend to devote a significant amount of attention to properly managing change in the aftermath of a merger, these aspirations are easily overshadowed by the resources and focus required to meet the day to day needs of the business.

Read More

Glass Lewis Releases 2018 Canadian Proxy Voting Guidelines
Goodmans LLP

Proxy advisor Glass, Lewis & Co. recently released its 2018 Canadian Guidelines to Proxy Advice. With a few exceptions, these policy guidelines will apply to shareholder meetings beginning in January 2018. The new and amended policies address a number of issues that are at the forefront of the Canadian corporate governance landscape.

Read More

CSA Consider Reforms to Determining Director and Audit Committee Member Independence
McMillan LLP

The Canadian Securities Administrators (the "CSA") released CSA Consultation Paper 52-404[1] ("CP 52-404") on October 26, 2017 seeking comments with respect to the current definition of independence as it pertains to director and audit committee members of public issuers. CP 52-404 considers whether or not the current approach to determining independence unnecessarily precludes individuals with the requisite experience and competencies from being considered independent and serving as directors or as audit committee members of non-venture issuers.
Canadian securities regulators release detailed data from review of women on boards and in executive officer positions
Canadian Securities Administrators

Toronto - The securities regulatory authorities in Manitoba, New Brunswick, Newfoundland and Labrador, Northwest Territories, Nova Scotia, Nunavut, Ontario, Québec, Saskatchewan and Yukon today published the underlying data used to prepare CSA Multilateral Staff Notice 58-309 Staff Review of Women on Boards and in Executive Officer Positions - Compliance with NI 58-101 Disclosure of Corporate Governance Practices, which was published on October 5, 2017.

Read More

WeirFoulds Securities Law Review

WeirFoulds LLP

Our coverage is succinct and targeted to serve the needs of issuers and their advisors. For more detailed information on our service offerings, please visit us online at weirfoulds.com.

Overboard, under deliver?
Norton Rose Fulbright LLP

We recently reported that Institutional Shareholder Services (ISS) released its 2018 Americas Proxy Voting Guidelines Updates (the Policy Update), which, among other things, establishes modified guidelines for determining whether a director serving on the board of multiple public companies is "overboarded".

Read More  

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

In November 2017, the Office of the Superintendent of Financial Institutions (OSFI) released for public comment a revised draft of its Corporate Governance Guideline (CG Guideline). The proposed revisions follow Superintendent Jeremy Rudi­n's announcement in June 2016 that OSFI intended to streamline and simplify the governance guidance for federally regulated financial institutions. In the draft CG Guideline, OSFI provides a clearer delineation of board and senior management responsibilities, removes some of the more prescriptive elements of the existing CG Guideline, and consolidates expectations relating to board responsibilities that are currently set out in OSFI's capital and risk-management guidelines into the CG Guideline.

Read More

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GOVERNANCE PROFESSIONALS OF CANADA

Board Renewal, Succession Planning and Diversity
Toronto | 29 Jan 2018
 
Meetings, Minutes and More
Toronto| 15 Feb 2018
Calgary | 15 Feb 2018
Edmonton | 15 Feb 2018
Ottawa | 15 Feb 2018
Montreal | 15 Feb 2018
 
Cybersecurity Preparedness
Toronto| 27 Feb 2018
 
Organizational Culture - what is the role of the board
Toronto | 27 Mar 2018
 
Foundations of Governance  - Two and Half day Course
Toronto  | April 27 -29 2018
Vancouver |May 25 - 25, 2018
Calgary | November 9 -11, 2018 
 
Applied Governance  - Two and Half day Course    Vancouver |  April 13 - 15, 2018
Toronto | June 15 - 17, 2018
 
Strategic Governance  - Two and Half day Course
Vancouver | May 25-27, 2018
Toronto | October 12 - 14, 2018
 
 
For complete list of GPC events click here
advertise with us

Are you interested in advertising your product, service and/or business to the GPC market.
Our website and monthly
e-newsletter both offer the opportunity to reach our targeted market.

 

Contact any one of the GPC staff members to discuss your options today!

Job Postings
Do you have a career opportunity that you would like to share with our readers?  Click here for more details
 
Recent Job Postings:-
 
Director, Office of the Chancellor and Senate
University of Calgary

Governance Assistant, Governance office
MacEwan University

Corporate Secretary
Exchange Bank of Canada

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
Toronto, ON
 
Misti Christensen, (Chair) 
Manager Governance and Assistant Secretary, Nexen Energy ULC, Calgary, AB
 
Glenn Keeling 
Sr. Partner, Executive Compensation & Governance, Global Governance Advisors, Toronto, ON
 
Cyndie Kremyr
Independent Director, Abbotsford, BC
 
David Masse
Principal, Governance View,  Toronto, ON
 
Sally Maziarz (Vice-Chair)
Assistant Corporate Secretary, EPCOR Utilities Inc., Edmonton, AB
 
Janis McKenzie, (Treasurer)
Independent Director, Oakville, ON
 
Bonnie Oakes Charron
Founder and Principal,
Board Concierge, Ottawa , ON
 
Josée Turcotte
Senior Vice-President, Corporate Secretary and Head of Governance, HSBC Bank of Canada, Toronto, ON

Membership renewal notices 

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

If you haven't received your notice, or have questions about your membership, renewal payment or require a credit card authorization form, contact Manager, Membership and Marketing, 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 
If there are changes in your contact details, we would like to remind you to please update your membership profile online so that we can make certain that you receive your renewal notice and any other GPC membership communication.


Thank you for your continued support of GPC.

GPC Membership Benefit

Benefit From Top Resources from Governance Professionals Around the Country

"The promotion and advancement of the governance function in organizations in the private, public, not-for-profit and other sectors in Canada, through education, networking and the continued development and application of best governance practices."
  •  Professional development & education.
  • Industry networking opportunities.
  • The GPC Annual Corporate Governance Conference.
  • The excellence in governance awards (EG Awards/EGAs).
  • Information resources.
  • Advocacy
  • Strategic alliances 
  • Enjoy the Perks of Being a GPC Member
 

About GPC 

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


 

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

 

Mission Statement

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

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