THE NEWSLETTER FOR GOVERNANCE PROFESSIONALS OF CANADA
JANUARY 2019
president's Message 

  

With January already behind us, we have kicked off 2019 in high gear at GPC with a very exciting year of programming! If you are not a GPC member yet, here are the key reasons to join us:    
  • Belong to a community of like-minded professionals in governance
  • Benefit from a unified voice which supports and promotes the role of governance professionals in Canada
  • Take part in a member-only forum for exchanging ideas, questions and best practices with other members, through our Request for Assistance
  •  Access our online library of useful governance templates, precedents and other practical resources
  • Connect with fellow members through our online member directory
  • Learn firsthand about new job postings in your profession
  • Gain exclusive access to annual surveys on: top governance best practices and as well as compensation trends for corporate secretaries and governance professionals
  • Attend valuable professional development sessions on key governance topics at a member discount
  • Get priority and discounted access to the practical GPC certification program (the GPC-EP), which offers the only Canadian education designation for governance professionals
  • Attend the GPC annual conference (August 18-21 2019 in Quebec City) with over 350 of your colleagues and industry service providers, which focuses on the unique issues and challenges of governance professionals
  • Participate in the annual Excellence in Governance Awards (EGAs) program, which recognizes and celebrates the best governance practices in Canada
  • Stay up to date with the GPC's monthly e-newsletter: Governance Matters, with full access to the latest GPC news and developments on governance in Canada and internationally
  • Take part in your local area GPC chapter activities and networking events
  • Get notices of important resources and events through our strategic partnerships with like-minded organizations
    ...and much more!
     
Join us! click here and become part of our governance community today!!  
 
Sincerely,
Lynn Beauregard
President, Governance Professionals of Canada  
 
CONFERENCE and SPONSORSHIP UPDATE! 
CALL FOR 2019 SPONSORS
 
Are your services and/or products valuable to the governance professional or their organization?  
 
GPC provides multiple engagement and touchpoint opportunities throughout the year, to speak directly to/or engage with our members and our community of governance professionals. Many of these opportunities with GPC come within our events and education activities.  
 
Having a presence at GPC events or activities will provide your organization with the recognition and brand awareness it seeks vis-à-vis influencers in the governance function, with a view to improve their board processes or other key strategic practices in their organizations.  
 
To start reviewing the opportunities that GPC offers, CLICK HERE for the 2019 GPC Annual Sponsorship Package! The more activities you sponsor with GPC, the more influence you gain and the more you save with our bundle pricing!

 

GPC Education program

We are committed to enhancing the profile of the Governance Professional through our Education Program and Certification. 'Governance in Practice' is the only program of its kind, providing a practical and unique education on governance processes and best practices. We recommend, whether you are new or seasoned in your role, that you and your colleagues consider attending this program to ensure your governance office is at the top of its game.

 

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,  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 at all levels of experience.

1: Foundations of Governance 
This module examines 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 is of great benefit if you are new to the profession, or for a refresher and important updates on key governance processes, best practices and compliance. 
 
2: Applied Governance 
This module provides an in depth review of key meeting and AGM processes, financial literacy for the non-financial governance professional, minutes management, record management and board committee frameworks. This course offers a more 'applied approach' of the day to day work of a governance professional.
 
3: Strategic Governance
This module is designed to provide a review and tools for more strategic elements of corporate governance. The course focuses on issues such as: risk and the governance professional, the role of governance professional in board strategy, CSR sustainability and ESG and the role of the board, as well as strategic finance and ethics.
 
UPCOMING LOCATIONS & DATES
 
Don't miss the upcoming opportunity to register for our upcoming 2019 modules! For 2019 dates, see below and visit our website for more detail.

Foundations of Governance  - Two and Half day Course
Toronto, March 22-24, 2019 | Vancouver, June 7- 9, 2019
 
Applied Governance  - Two and Half day Course
Calgary, March 1-3, 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 at the HRPA Conference and Tradeshow

GPC is exhibiting at HRPA January 28th - February 1st at Canada's largest HR Professionals  Conference & Tradeshow, attracting more than 4,500 HR and business professionals (at the Metro Toronto Convention Centre, South Building). We want to be there to provide insight into the GPC Education Program and Certification to HR professionals, in order to enhance their understanding of the role of the GP and their education needs. 
 

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
  • Living in a recently built home
  • Being claim-free for 5 years, or longer
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.


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.

 

Risk Steering Committee Terms of Reference  

We are looking for a sample of Steering Committee TOR.

We are looking for Risk related, but would be interested in any others people are willing to share.

ERM Oversight 

In your view, what is the best practices for which governance body should be responsible for ERM?

Should it be the Finance & Audit Committee or should it be the Board itself?

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
CBCA Corporations Must Begin Tracking Controlling Shareholders
Torys LLP.

CBCA corporations will soon have to establish a securities register detailing all individuals with significant control over the corporation. The new regulations under Bill C-86 Budget Implementation Act, 2018, No. 2 become effective on June 13, 2019. Existing record-keeping obligations under the CBCA pertain to registered shareholders only-those named on the corporation's share certificates, who are often intermediaries holding shares on behalf of beneficial shareholders. The new share register requirements pertain to all individual shareholders, registered or beneficial, who have significant control, direct or indirect, over the corporation.

Read More

M&A Trends To Watch For In 2019
Borden Ladner Gervais LLP

As 2019 commences, it is difficult to tell what lies ahead for M&A in the coming year, particularly as M&A activity seems to have fallen off at the end of the year in the U.S. and around the world to levels not seen for some time, despite a strong year overall in 2018.

Read More

Global And Canadian Trends Of Corporate Governance In 2019 And Beyond
Norton Rose Fulbright LLP

Recently, public company boards are facing increasing scrutiny and greater expectations from various stakeholders, particularly in light of society's elevated concerns regarding corporate culture, gender equality and climate change and sustainability. In its report entitled "2019 Global & Regional Trends in Corporate Governance" (the Report), Russell Reynolds Associates noted that in 2019 "[t]he demand for board quality, effectiveness, and accountability to shareholders will continue to accelerate across all global markets." The Report discussed five major global trends that are expected to define the corporate governance landscape in 2019:

Read More

2019 ISS and Glass Lewis Updates to Canadian Proxy Voting Guidelines
Bennett Jones LLP

Institutional Shareholder Services ("ISS") and Glass, Lewis & Co ("Glass Lewis") have both released their updates to their respective Canadian proxy voting guidelines for the 2019 proxy season. The ISS updates apply to shareholder meetings of publicly traded Canadian companies occurring on or after February 1, 2019, while Glass Lewis updates apply to meetings that are held on or after January 1, 2019.

Read More

Codes Of Responsible Business Conduct: When Good Intentions Become Binding
Blake, Cassels & Graydon LLP

Voluntary codes of conduct have become common (and even expected) practice as part of a broader corporate social responsibility (CSR) strategy for companies across all industries. Increasingly, companies have been facing litigation and reputational risks in connection with the implementation of their CSR goals and policies as articulated in their codes of conduct. This article looks at case law where the legal enforceability of CSR codes is at issue and provides practical considerations for their drafting, revision and implementation to minimize legal and reputational risks.

Read More

CRA Releases Draft Guidance on New Rules Permitting Charities to Engage in 'Public Policy Dialogue and Development Activities'
Miller Thomson LLP

Over the past couple of years, we have been following the issues that have arisen with the provisions in the Income Tax Act (Canada) ("ITA") concerning the rules that govern the form of advocacy or "political activities" that a charity can pursue. Most recently, we commented on the draft legislation the Department of Finance released in September 2018 to implement certain changes to the rules around charities' ability to engage in public policy and debate, as found in the ITA.

Read More

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Contact any one of the GPC staff members to discuss your options today: info@gpcanada.org.

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:
 
Assistant Director, Board Services and Corporate Secretary
BC Pension Corporation
Vancouver, BC

Director of Corporate Governance/Corporate Secretary
E-Comm 911
Vancouver, BC

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