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

It's that time of year to list the TOP 10 REASONS TO ATTEND the 20th Annual GPC Conference on Corporate Governance (August 19th to 22nd at the Fairmont Empress and Victoria Conference Centre)!
  1. Gain insight on key governance issues such as: Elevating and enhancing the influence of the governance professional ; Managing leadership transitions; Equipping the board for change; The board's role in organizational culture; Best practices in managing AGMs; The role of the board and the Governance Professional in ESG / Sustainability / CSR; Creating a governance framework for new or emerging entities; Governance best practises for the not-for-profit Corporation; The role of the Governance Professional in strategic planning; #MeToo...Moving workplace sexual harassment up the risk register and board agenda...AND MORE!!
  2. Hear from top notch speakers featuring high profile industry leaders and experts, governance practitioners and academics providing the most significant governance updates and best practices.
  3. Tailor your own learning with a streamed program agenda and interactive roundtable discussions: Explore the top issues, best practices and key challenges in governance across all sectors, industries and company types in Canada.
  4. Enjoy unparalleled networking opportunities with your fellow attendees at our opening reception, our dine-around in Victoria, our breakfasts and lunches with our sponsors and exhibitors, and our fun and casual closing dinner.
  5. Meet and interact with key industry product and service providers - no other event in Canada gathers such a great cast of solutions, products and services that cater and support the role of governance professionals and their organizations. It is a great opportunity to learn about and compare solutions.
  6. Take part in the pre-conference tour program - - choose from great options for you and your family to enjoy your time in Victoria.
  7. Enjoy a taste of the local Victoria culture, history, walks, wales and local cuisine: Throughout the conference program, our delegates will have the opportunity to experience firsthand some of the best elements that Victoria has to offer.
  8. Build new relationships and gain important contacts - the GPC annual conference is the perfect gathering ground for other like-minded individuals who share your challenges, issues and concerns.
  9. Save on your travel and accommodations accommodations as GPC has negotiated advantageous discounts as well as secured an amazing room rate at the Empress Hotel for our conference attendees...but book your room now before it's all gone!
  10. Last but NOT least, experience Victoria and BC in the best month! Take some vacation time before or after the conference, and bring your family. August is the best time of year to experience this beautiful gem of a town and province! Experience a bit of British Columbia now by watching this video.

Check out the conference draft agenda here for more details on the exciting program and the great speakers we have lined up! 

 

So don't delay and Register Now

 

I look forward to seeing you in Victoria in August.

Lynn Beauregard
President, Governance Professionals of Canada
2018 Excellence in Governance Awards (EGAs)
Submit your nomination for Governance Professionals of Canada ("GPC") 2018 Excellence in Governance Awards/Prix d'excellence en gouvernance (EGs) soon! 

The winners for the awards will be announced and celebrated at a gala dinner and ceremony on Thursday, October, 25th, 2018 in Toronto at The Carlu.  

The deadline for nominations is June 15, 2018, and the shortlist of finalists for the awards will be announced in August 2018. The winners for the awards will then be announced and celebrated at the annual gala dinner and ceremony on Thursday, October 25, 2018 in Toronto, Ontario, so mark your calendar!

The EGAs recognize the important contribution that Canadian organizations and governance professionals make in terms of best practices that build and sustain shareholder and stakeholder value in Canada's public companies, crown corporations, government agencies, and not-for-profit organizations.
GPC will seek nominations in the following award categories:
  • Best Practices in Enterprise Risk Management 
  • Best Practices in Sustainability and ESG 
  • Most Innovative in Achieving Effective Board and Committee Operations
  • Best Practices in Enhancing Diversity 
  • Best Practices in Strategic Planning, Oversight and Value Creation by the Board 
  • Best Engagement by a Governance Team 
  • Best Compensation Disclosure and Communication 
  • Best Overall Corporate Governance 
  • Best Practices in Subsidiary Governance
  • Governance Professional of the Year *NEW*
  • Peter Dey Governance Achievement Award
GPC expects that the recognition the winners, nominees and their organizations will gain from these awards will raise awareness for the key role played by governance professionals, further the reputation of their organizations, and inspire others to follow their example.

For more information: 
Email: egawards@gpcanada.org,          Website: http://www.gpcanada.org/EGA

Governance Professional of the Year 

The Governance Professionals of Canada (GPC) have introduced a new award category for the Excellence in Governance Awards (EGAs): the Governance Professional of the Year Award, to recognize and celebrate an individual who has demonstrated excellence in governance in their organization. 

If you are working in the role of a Governance Professional yourself, or if you work with a GP who has shown outstanding leadership and/or innovation in one or more aspects of governance, we encourage you to visit our website to submit your nomination today! Nomination close June 15th!

Conference and sponsorship update
Annual Sponsorship Opportunities

The annual conference is GPC's largest networking event, as well as the most sought-after sponsorship opportunity for governance product and service providers. It boasts the only tradeshow for companies who want to be in front of the governance decision-maker.  

Our exhibitor booth sponsorship opportunities are going fast, with only 4 more openings available! If you are looking to connect face to face with governance professionals, demonstrate your product, and have your expertise heard by our delegates, this is the perfect format!

Did you also know that there are many other GPC activities for you and your organization to get recognized? The Excellence in Governance Awards, our professional development sessions as well as our new GPC Education Program (GPC-EP), our monthly E-newsletter, the GPC website and local chapter events, are all opportunities that offer great interaction and exposure to GPC members, but also customized for your varied budgets.
 
Check out the complete offerings and opportunities in 2018 here.
Please contact me for any inquiries and interest you have in becoming a sponsor or partner for GPC! 
 
Allegra Christie  
Manager, Events & Special Projects
416-921-5449 ext. 315 | allegra.christie@gpcanada.org     
GPC Education program
We will soon be graduating the first class of the GPC-EP and here is what its participants have to say about the program so far:  

"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 informative on topics I didn't realize I needed"  

"Great presentations - deep thought provoking of what needs to be done!" 

 "Even with many years' experience in this field, I found the information on tools and best practices extremely helpful."
 
Enroll for your GPC.D today! 
The Governance Professionals of Canada's certification program (GPC.EP), is meant for new and seasoned professionals in governance, to provide advancement opportunities in the profession, enhance the existing skills of governance professionals at all levels, and to increase or refine their skillset to ensure their organizations thrive in governance.  

Those responsible for supporting their organizations and boards, such as the corporate secretary, corporate counsel, legal, compliance and risk officers and many 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.  
Module 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. 

Module 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.  

Module 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.
 
LOCATIONS & DATES

The GPC certification modules will be offered through 2018 in various locations across Canada. GPC also hopes to welcome international governance professional students to their course.
Module 1: Foundations Governance
  • Calgary, Nov 9 - 11, 2018
Module 2: Applied Governance
  • Toronto, June 15 - 17, 2018
  • Vancouver, September 28 - 30, 2018 (NEW DATES)
Module 3: Strategic Governance
  • Toronto, October 12 - 14, 2018
Stay tuned for the announcement of 2019 dates shortly!
INFORMATION & REGISTRATION 

For the detailed curriculum, additional certification information and requirements, fees, and to complete your registration today, visit www.gpcanada.org/gpc-ep. 
If you are interested in enrolling in one the individual courses, you can access the single registration page for any of the modules without pursuing the full certification, by clicking on these separate links below.
 
Foundations of Governance  - Two and Half day Course
 Calgary | Nov 9 -11, 2018 
 
Applied Governance  - Two and Half day Course   
Toronto | June 15 - 17, 2018,      Vancouver | September 28 - 30, 2018
 
Strategic Governance  - Two and Half day Course
Toronto | October 12 - 14, 2018
 
Professional development EVENTS
BC Chapter Session:
Risk Governance
14 June, 2018, | TMX Office, 650 West Georgia Street Suite 2700

Risk governance is equally as important as profitability and growth. Sharehold er value should be sustainable through uncertain times. Join the Vancouver chapter in this insightful session, which will cover:
  • The risk management and governance goal: what it IS and what it ISN'T
  • What is management's role in managing risk?
  • What is the boards role in risk governance?
  • Risk governance learnings, choices and tools
Speakers: This topic will be discussed by corporate secretaries, senior managers and board members. Stay tuned for updates.

Sponsored by:  

Membership News
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.

Thank You and Welcome to Our New Members!
  • Mariana Bermudez, Corporate Secretary, Tinka Resources Limited / Mawson Resources Limited, British Columbia
  • Stacey Bligh, Manager, Board Operations, BC Oil & Gas Commission, British Columbia
  • Bronwynn M. Cutts, Corporate Secretary, Canadian Light Source, Saskatchewan
  • Emilie Duguay, Director, Corporate Secretary's Office and Assistant Secretary, Quebecor, Québec
  • Robert Ermel, Manager - Boards, Manitoba Agriculture, Manitoba
  • Lori Hopfner, Executive Assistant, Corporate, Inter Pipeline Ltd., Alberta
  • Emily McHugh, N/A, Farm Mutual Re, Ontario
  • Lindsay Williams, Board Coordinator, BC Assessment, British Columbia
  • Susanna Zagar, Chief Strategy & Analytics Officer, Workplace Safety and Insurance Board, Ontario

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:
 
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.

 

Conflict(s) of Interest guidance 

We have a senior executive staff member who has been asked to sit on the Board (as Chair) of an organization that we have done paid work for in the past and are likely to do more with them in the future. I'd be interested in any advice that members could provide to help our employee understand what would be expected of them; identifying conflicts, how to engage in future paid work, etc in their work as a Board member of the other organization. Equally so, how do we ensure appropriate behaviour at our organization when deciding whether to do work for (and price setting) the other organization.

KPIs for Pubco Corporate Secretary 

Has anyone created a list of KPIs for their role as a Corporate Secretary of a publicly listed company? If you have; do you mind sharing?

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
Canadian securities regulators publish IIROC oversight review report
Canadian Securities Administrators

The Canadian Securities Administrators (CSA) today released the Oversight Review Report of the Investment Industry Regulatory Organization of Canada (IIROC). The report evaluates whether specific regulatory processes were effective, efficient, and were applied consistently and fairly, and whether IIROC complied with the terms and conditions of its Recognition Orders.

Read More

Canada Business Corporations Act has been amended
Norton Rose Fulbright LLP.

After a 19-month journey through the House of Commons and Senate, long-awaited amendments to the Canada Business Corporations Act (CBCA) were finally passed on April 19, 2018, and received royal assent on May 1, 2018. Although some of the changes came into force on royal assent, most will take effect on a date still to be determined by the federal government, which may not be for some time as amendments to the regulations supporting the CBCA still need to be finalized. In fact, Corporations Canada is advising that it may take another 18 to 24 months before all of the amendments are in force. The key amendments (none of which are in force) will affect the election of directors, communications with shareholders and disclosure of diversity policies and statistics involving directors and executive officers of publicly listed CBCA corporations (the Amendments).

Read More

Canadian Coalition for Good Governance Issues Guidelines for Boards of Directors to Ensure Effective Oversight and Disclosure of Environmental and Social Matters
Canadian Coalition for Good Governance (CCGG)

The Canadian Coalition for Good Governance (CCGG) today published a practical and timely guide for directors to assess and oversee environmental and social (E&S) matters. The Directors' E&S Guidebook provides practical insights and recommendations for effective board oversight and company disclosure of E&S matters

Read More

IIROC Oversight Review Report
Fasken Martineau DuMoulin LLP


The Canadian Securities Administrators published the Oversight Review Report of the Investment Industry Regulatory Organization of Canada (Report). The Investment Industry Regulatory Organization of Canada (IIROC) is a not-for-profit self-regulatory organization that regulates investment dealers and trading on Canada's capital markets with a view to protecting investors and maintaining fairness and order in the market.

Read More

Canada Promotes Good Corporate Citizenship With New Remediation Agreement Program And Enhanced Integrity Regime
Stikeman Elliott LLP
  • Proposed legislative changes that follow from the Government of Canada's 2017 public consultation on improving the Integrity Regime (discussed in a previous post) were recently introduced in Parliament.
  • Specifically, on March 27, 2018, the Government announced its intention to amend the Criminal Code to create a "Remediation Agreement Regime" (RAR) that would function in a manner similar to other jurisdictions' deferred prosecution agreement (DPA) programs. At the same time, the Government also announced significant enhancements to the Integrity Regime.

Read More

Removal of Directors of Business Corporations
Minden Gross LLP

Occasionally, the shareholders of a corporation may wish to remove a director from office. Some of the reasons for removal may be that the director has breached his or her fiduciary duties to the corporation or may have otherwise acted inappropriately in the course of performing his or her duties. The two primary mechanisms through which shareholders can remove a director are shareholder meetings and court orders. This paper provides an overview of both of these possible avenues for the removal of a director.

Read More

Bill C-25 - A Catalyst for Corporate Diversity in Canada?
Lawson Lundell LLP

After a long journey through the legislative process, Bill C-25, which amends the Canada Business Corporations Act (CBCA), together with the Canada Cooperatives Act and the Canada Not-for-profit Corporations Act, received Royal Assent on May 1, 2018. The amendments to the CBCA, once in force, will affect federally incorporated companies in three main areas: director elections, shareholder communication and diversity disclosure. This blog post provides an overview of the first two areas, but primarily focuses on diversity disclosure.
Legal Issues for Charities and NPOs on Social Media Networks
Miller Thomson LLP

Maintaining a social media presence can be a huge asset for charities and non-profits as they pursue their missions and mandates. These networks are powerful tools that can be used to reach wider audiences, increase brand awareness and outreach and facilitate fundraising. However, given recent attention around the repeated data privacy issues of certain social media platforms and the nonexistence of regulations surrounding social networks, non-profits should consider how best to protect themselves while maintaining an online social media presence. This article addresses three risks and potential mitigation strategies.

Read More

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Events & workshops
GOVERNANCE PROFESSIONALS OF CANADA

BC Chapter Event: Risk Governance
Vancouver | 14 June 2018

Foundations of Governance  - Two and Half day Course
Calgary | November 9 - 11, 2018 
 
Applied Governance  - Two and Half day Course 
Toronto | June 15 - 17, 2018
Vancouver | Sept. 28 - 30, 2018
 
Strategic Governance  - Two and Half day Course
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: 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:
 
Manager, Board Governance and Development
Edmonton Catholic Schools

Product Manager - Corporate Governance
Sustainalytics

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
 
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 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!

 

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