THE NEWSLETTER FOR GOVERNANCE PROFESSIONALS OF CANADA
AUGUST 2017
president's Message 
   
 

It is official-GPC has officially launched a brand-new Governance Professionals of Canada Education Program,
 GPC-EP! 


While formal education abounds for directors in Canada, there are no programs that focus specifically on the unique and practical educational needs of the professionals who support boards and governance processes in Canadian organizations. This is long overdue.

 

The GPC-EP is designed to enhance the existing skills of governance professionals of all levels operating in a governance role, whether in public, private, not-for-profit or governmental organizations, including 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. 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 achieve the Governance Professionals of Canada (GPC.D) designation.

 

To register, click here. Each program module will be offered in both eastern and western Canada. Once registered, you will be able to choose, for each module, the city that suits you best.To find more information about the GPC-EP, visit our website.

The 19th Annual Corporate Governance Conference was a great success!


 Our annual corporate governance conference was held in St. John's, NL last week with over 300 governance professionals, service providers and speakers in attendance. With a 15% increase in attendance over last year, it was a resounding success, with a perfect mixture of engaging content, great networking, stunning scenery, bright weather and of course - the unique Rally in the Alley experience on George Street! Highlights included:

  • The conference's opening keynote panel - a chairs' discussion moderated by Catherine Gordon of SimpleLogic Inc. Panelists included President of Global Compact Network Canada, Helle Bank Jorgensen, and Stikeman Elliott Parner, Ed Waitzer.
      
  • Results of the 2017 Best Practices in Corporate Governance Study - Chris Chen of Korn Ferry Hay Group provided insights into the results of the 2017 Best Practices in Corporate Governance Study that Hay Group conducts each year with the GPC, touching on executive pay, reducing risk in succession planning and assessments. A copy of the report can be downloaded HERE (Login required).
  • Award of the Joyce Borden-Reed Award - this year to Dr. Richard Leblanc at luncheon followed by an energetic performance by Spirit of Newfoundland.
     
  • The closing panel - moderator Geoffrey D. Creighton, Immediate Past President and Chair, In-House Counsel Worldwide, BlackRock IRC, and panelists Gordon Currie, Executive Vice President and Chief Legal Officer, George Weston Limited, Maryantonett Flumian, President, Institute on Governance and Brent Bergeron, Executive Vice President, Corporate Affairs and Sustainability, Goldcorp Inc.
     
  • Breakout sessions, roundtable dialogues and workshops with topics such as: is it privileged and confidential, dealing with unhealthy conflicts in the boardroom, not-for-profit strategy and governance and more.

2017 Excellence in Governance Awards Shortlist

 

Last year, GPC spun off its annual Excellence in Governance Awards as a separate event. This year, the Governance Awards will be held on November 2nd at The Carlu in Toronto. Categories for this year's prestigious awards, include:

  1. Best Practices in Enterprise Risk Management
  2. Best Practices in Sustainability and ESG Governance
  3. Best Approach to Achieving Effective Board and Committee Operations
  4. Best Practices to Enhance Boardroom Diversity
  5. Best Practices in Strategic Planning, Oversight and Value Creation by the Board
  6. Best Engagement by a Governance Team
  7. Best Compensation, Disclosure and Communication
  8. Best Practices in Subsidiary Governance
  9. Best Overall Corporate Governance

I was thrilled with the increase of nominations this year - I think that this underlines the growing importance of these awards and the need for recognition for good governance practices. In this age of disruption and turbulence, organizations want the acknowledgment they deserve for what they are doing right, and winners of these awards send a clear message to their stakeholders that they are organizations who value excellence in their governance.


We invite you and your governance team to join us for the Gala Dinner and Awards Ceremony.

 

Sincerely,

Lynn Beauregard
President, Governance Professionals of Canada
Excellence in Governance Awards Update

The Excellence in Governance Awards shortlist was announced at the 19th annual conference. Over 80 nominations were received this year from organizations across all sectors. GPC would like to congratulate all the shortlisted companies and thank all those who submitted!
The shortlisted nominees, organized by category, are presented below:

  • Best Practices in Enterprise Risk Management
    • Concentra Bank
    • MD Financial Management Inc.
  • Best Practices in Sustainability and ESG Governance
    • BC Housing
    • MEC (Mountain Equipment Co-op)
  • Best Approach to Achieving Effective Board and Committee Operations
    • Green Shield Canada
    • MD Financial Management Inc.
    • Ottawa Community Housing
  • Best Practices to Enhance Boardroom Diversity
    • BCE Inc.
    • Cameco Corporation
    • Goldcorp Inc.
    • Vancouver Airport Authority (YVR)
  • Best Practices in Strategic Planning, Oversight and Value Creation by the Board
    • ATB Financial
    • Canadian Freestyle Ski Association
    • Goldcorp Inc.
    • TELUS Corporation
  • Best Engagement by a Governance Team
    • Concentra Bank
    • Federated Cooperatives Limited
  • Best Compensation, Disclosure and Communication
    • Canadian Pacific Railway
    • Goldcorp Inc.
    • Manulife Financial Corporation
  • Best Practices in Subsidiary Governance
    • Bank of Montreal
    • Royal Bank of Canada
    • TD Bank Group
  • Best Overall Corporate Governance
    • Bank of Montreal
    • Royal Bank of Canada
    • TELUS Corporation
    • Vancouver Airport Authority (YVR)

Sincere thanks go to the following individuals who volunteered a considerable amount of time and effort in reviewing all of the submissions for the shortlist:

  1. Daniel Bourque, Senior Corporate Counsel and Chief Privacy Officer, Xerox Canada
  2. Cathy Cummings, Executive Director, Canadian Corporate Counsel Association (CCCA)
  3. Wendy King, Vice President, Legal, Risk & Governance, Capstone Mining Corp.
  4. Denis Lavoie, Director, Risks, Insurance & Claims, VIA Rail Canada Inc.
  5. Jamie Patterson, Lawyer, SaskTel
  6. Neil Puddicombe, Associate General Counsel and Director of Subsidiary Governance, Legal, Corporate & Compliance Group, BMO Financial Group
  7. Stephen Rotstein, Vice-President, Policy & Regulatory Affairs and General Counsel, Financial Planning Standards Council (FPSC)
  8. Coro Strandberg, President, Strandberg Consulting
  9. Alena Thouin, General Counsel, Corporate Secretary and Chief Compliance Officer, Alterna Savings and Bank
  10. Terri Uhrich, General Counsel, K+S Potash Canada

The final judging panel is now in review of the shortlisted companies in order to determine the winner of each category. This panel is composed of seasoned and well-respected governance experts from across Canada, including:

  1. Geoffrey D. Creighton, President, In-house Counsel Worldwide
  2. Gigi Dawe, Principal, Research Guidance and Support Leader, Corporate Oversight and Governance, CPA Canada
  3. Sylvia Groves, President & Creative Director, Governance Studio
  4. Catherine Gordon, President & Founder, SimpleLogic Inc.
  5. Richard Leblanc, Associate Professor, Law, Governance & Ethics, Faculty of Liberal Arts and Professional Studies, York University
  6. Paul Schneider, Head of Corporate Governance, Public Equities, Ontario Teachers' Pension Plan
  7. Elizabeth Watson, Founder & President, Watson Inc.

The winners will be announced at the EG Awards gala dinner on Thursday, November 2, 2017 at the Carlu in Toronto. Tickets can be purchased on the GPC website, http://gpcanada.org/event-2607798. The Governance Professionals of Canada is recognized as the most important organization for corporate governance professionals in Canada.
CONFERENCE Update


GPC 2017 SPONSORSHIP OPPORTUNITIES
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

Education propgram UPDATE


Governance Professionals of Canada (GPC) has officially launched its new Education Program, on Monday, August 21, 2017, at its 19th annual corporate governance in St. John's, Newfoundland . The GPC-EP, isa formal education program tailored to governance professionals and the registration is now open!


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

To register click here: http://gpcanada.org/event-2640770. Each program module will be offered in both eastern and western Canada. Once registered, you will be able to choose, for each module, the city that suits you best. For more information about the program, please visit our website.
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 Albert Orellana.

LOCAL ENGAGEMENT UPDATES
September 18th, 2017 - 12:00 - 2:00 pm

As the winner of the 2016 GPC Excellence in Governance Award (EGA) for Best Engagement by a Governance Team, Manulife has made it clear that shareholder engagement is a key area of focus for their organization and one that is best in class. Manulife Chairman, Mr. Richard DeWolfe, will bring firsthand insight to the board's practices and joining Mr. DeWolfe as moderator, Mr. Geoffery Creighton (as the GPC EGA Judging Panel Chair) will speak from the judges' perspective on what stood out to last year's judging panel which led to the selection of Manulife as the winner of this award. 

LSUC Accreditation: This program is eligible for up to 1.5 Substantive Hours.  
 
We look forward to you joining us at this GPC Toronto Chapter inaugural event!

September 19th, 2017 - 4:00 - 6:30 pm

Did you know that new directors have no defence to 'plead ignorance' when they join a board? New directors need to be in a position to 'hit the ground running'. This session will explore what it means to ensure a new director is ready to fulfill his or her fiduciary duty and duty of care from the first board meeting. Tips and tools for on-boarding and providing ongoing training and education for your new board members will be discussed, including what and who to include in an orientation session, what to include in a director's manual, and tips for helping the new director feel confident in his/her new role. 

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.

 

Recording Movers and Seconders in Meeting Minutes

We are currently reviewing our format of minutes and are interested in best practices for whether or not companies document the names of movers and seconders in their minutes. Could anyone please share what your best practice is?

Director Development & Succession Board Policy

Working on a director development and succession board policy and looking for some information / samples regarding something like..."a director is expected to complete "X" level of education (i.e. CUDA Level A/B) within "X" number of months/years of being elected/appointed and have a minimum level of understanding of "X" (i.e. 1 - 4) in (i.e. list of competencies, etc.). Looking for verbiage for board and committee chairs specifically and directors overall. 

Annual work plan for Board/Committees

A small crown corp/development/government asks:

We are putting an annual work plan for our Board. Does anyone have a list of items that the Board/Committees should review on an annual basis? 

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
Canadian boards tackling environmental issues, poll finds
Corporate Secretary

Attendees at GPC conference say climate change and related challenges on the agenda

More than half of Canadian boards are addressing environmental issues - and are facing pressure to do so, according to new informal polling.

Read More
Can Good Corporate Citizenship Be Measured?
The New York Times Company

If you spend time around corporate boardrooms these days, you'll hear the abbreviation "E.S.G." thrown around with such frequency it is almost a trope.

E.S.G. stands for "environmental, social and governance." Basically, it refers to the three main ways to measure a company's commitments to ecological sustainability, to its community and to corporate governance.

Read More
Dow-Jones goes nuclear on dual class of shares
Yvan Allaire | Financial Post

In July of this year, Dow-Jones, goaded by the reaction to Snapchat having gone public with a class of shares without voting rights, announced that, after extensive consultation, it had decided to henceforth eliminate dual-class companies from its indices, in particular the S&P 500 Index.

Read More
Revamped UK governance code will have a new focus on culture

Board Agenda


A proposed new corporate governance code is likely to highlight boardroom responsibility for culture, and ask nomination committees to play a role in building diversity and an executive pipeline

The responsibility of company boards for corporate culture is likely to be included in a proposed new version of the UK's corporate governance code..

Read More
Tembec takeover could come down to 'empty voting'
Financial Post

The planned takeover of Quebec-based Tembec Inc. by Florida-based Rayonier Advanced Materials has become highly contentious, in part because of the strong opposition of Oaktree Capital Management, Tembec's largest shareholder

In the view of Carol Hansell who formed her law firm, Hansell LLP in response to "a demand for expert, independent legal counsel in all areas of corporate governance," shareholders who cast a vote while having no economic interest are "recognized as empty voting."

Read More
Getting Women On Corporate Boards: How Can Women Capitalize Off Of The Trend Toward Gender Diversity?

McCarthy Tétrault LLP.

In 2015, new rules were implemented which require Canadian public companies to disclose, on an annual basis, certain information regarding women in executive positions and on boards (the Gender Disclosure Rules). On September 28, 2016, the Canadian Securities Administrators published the results (the Results) of its second annual review of compliance with the Gender Disclosure Rules, which indicated, among other things, an increase in the representation of women on boards (see a previous article summarizing these results here).

Read More
Pursuit of Influence: How Today's Activism Will Change Your Boardroom Dynamic

Torys LLP.

Shareholders are looking to take an increasingly active role in governance. Whether or not they have a literal seat at the table, they are getting closer to the boardroom than ever before. Boards of directors will have to take notice and change their practices to respond..

Read More
Investors heating up the conversation on climate change
Norton Rose Fulbright LLP

Shareholders are placing increased value on non-financial factors when making investment decisions. Some of these factors are environmental and social issues. In particular, shareholder proposals on climate change have recently gained some traction.

Read More
Virtual AGMs for Canadian Issuers: It's starting!

Norton Rose Fulbright LLP

With the advent of new technologies, many issuers are considering using electronic means to reach a greater number of their shareholders. Integrating technology to annual general meetings of shareholders (AGMs) is certainly an illustration of this. A virtual annual general meeting of shareholders (virtual-only AGM) is a meeting that takes place exclusively using online technology, without a corresponding in-person meeting. It must be distinguished from a traditional AGM, which is held in person, but also from a hybrid AGM, which is held in person with a simultaneous online broadcast.
Finance Releases Second Consultation On Federal Financial Sector Framework
Fasken Martineau DuMoulin LLP

On August 11, 2017, the Department of Finance Canada issued a second consultation document requesting input on the Federal financial sector. This is the second stage of a two-stage consultation process, and comments on this stage are to be provided by September 29, 2017.

Read More
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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
 
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 Manager Governance and Assistant Secretary, Nexen Energy ULC, Calgary, AB
 
Glenn Keeling 
Sr. Partner, Executive Compensation & Governance, Global Governance Advisors, Toronto, ON
 
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Independent Director, Abbotsford, BC
 
David Masse
Principal, Governance View,  Toronto, ON
 
Sally Maziarz (Vice-Chair)
Assistant Corporate Secretary, EPCOR Utilities Inc., Edmonton, AB
 
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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

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 [email protected].

   

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 [email protected]