MARCH 2017
president's Message 
If you haven't already done so, it is time for you to register at the Early Bird Price for the 19th Annual GPC Conference: Governance in Turbulent Times, August 20th to 23rd 2017, at the Delta St. John's and Convention Center.

The GPC Conference is the Premier Annual Corporate Governance Event in Canada. This year's event will feature three days of discussions on top of mind issues on the evolving corporate governance landscape and invaluable networking. This event is not to be missed! This year our content is themed around FOUR streams: Leading Practices in Governance, The Board and the Corporate Secretary; Critical Issues in Governance and Key Trends in Governance.

The event attracts over 350 attendees including corporate secretaries and governance professionals, senior level executives and managers from organizations large and small, and across all sectors in Canada. We are pleased to offer a very hard-hitting program with multiple breakout options, roundtable discussions, mini-workshops, hard-hitting keynote and plenary sessions, the industry's top service and product providers assembled in our exhibitor hall, and social events to maximize networking AND fun.

Plenary and keynote sessions include:
  • Board panel: The role of the board in times of turbulence, risk and uncertainty
  • Human Rights: The Next Governance Frontier: Emerging issues, legal requirements and best practices on how to engage with domestic indigenous communities and with foreign cultures 
  • Regulatory panel: Whistleblowing, Proxy system, Diversity, disclosure and more 
  • When the Boardroom Becomes a Battleground - Dealing with Unhealthy Conflicts
  • Privileged and Confidential. Or is it? What can you do to better protect your organization? 
  • Equipping the corporate secretary to help their board lead and equipping your Board for optimal decision-making 
  • Twist on Director Independence: Defining director independence - real v. potential conflicts of interest v. independence of thought 
  • Disclosure, governance and communication: At the heart of corporate reputation 
  • From shareholder activism to shareholder engagement: trends, developments and legal updates 
  • The role of the board in leadership transitions: maximize return and minimize risk
  • Best practices and importance of documenting mandates of oversight functions
  • Not for profit strategy and governance: what does the future hold 
  • Board Evaluation - The Key Drivers and Pitfalls 
  • Public Sector Governance Panel 
  • Board Primer: Dealing with Bribery and Corrupt Practices 
  • New Trends in Boardroom Diversity & Ontario's New Diversity Regime  
  • Cybersecurity - Canadian Governance Requirements 
  • Developing and implementing an effective insider trading prevention program 
  • ...and MORE!
Check out the draft conference agenda here for more details on the exciting program and the great speakers we have lined up! 

This event is not only intensely engaging and informative but is also known for its ability to connect like-minded professionals in governance and offer excellent networking opportunities built in throughout the program. We also attract the top corporate governance service and product suppliers to provide our delegates with the rare chance to meet and converse with all of their key providers under one roof, on our exhibitor floor or throughout the conference.
So  don't delay and Register Now.

I look forward to seeing you in St. John's in August!
Lynn Beauregard
President, Governance Professionals of Canada
Conference and sponsorship update


Join us in St. John's, NL, August 20 - 23, 2017! Experience a bit of Newfoundland now by watching this video.


Why register for early-bird?
Register at the early-bird rate and take advantage of our reduced registration fees
In addition to this, we already have a great line-up of keynotes, plenary sessions, workshops, and panels including:

  • Key Trends and Update in Corporate Governance Best Practices
  • Human Rights: The Next Governance Frontier: Emerging issues, legal requirements and best practices on how to engage with indigenous communities and foreign cultures
  • Regulatory panel: Whistleblowing, Proxy system, Diversity, disclosure and more
  • Not for profit strategy and governance: what does the future hold
  • Board Primer: Dealing with Bribery and Corrupt Practices
  • Privileged and Confidential.  Or is it? What can you do to better protect your organization?

...and more! We hope you're planning to join us in St. John's. Take advantage of the registration savings and begin your conference registration now!


For additional conference details, including travel and accommodation information visit our GPC web portal


See you in St. John's!


Don't miss out!
Leading service and product providers in the Governance field taken advantage of the GPC sponsorship opportunities for the conference and beyond.

Don't miss your chance to showcase your brand to over 300 governance professionals at the annual conference this August in Newfoundland!

Also, check out other sponsorship opportunities for ongoing GPC events and activities. Consider partnering with GPC this year on many fronts including:
  • GPC's education sessions (local and national events) including:
    • A NEW Subsidiary Governance one day mini-conference (May 17th in Toronto)
    • Our two-day Governance Essentials Workshop (June 12th & 13th in Calgary)
    • Cross country sessions on Minutes & Meetings, Sustainability, ESG and CSR webinar
  • 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

Excellence in Governance Awards Update

Excellence in Governance Awards Nominations are now open!

The EGAs recognize the important contribution governance professionals make in terms of best practices that build and sustain shareholder and stakeholder value. The awards underscore the critical role that good governance plays in sustaining the value of Canada's public companies, crown corporations, government agencies, and not-for-profit organizations, contributing to the competitiveness of Canada's economy and its capital markets. 

This year's Awards Dinner and Ceremony will take place November 2, 2017 at the:

The Carlu
444 Yonge St., 7th Floor
Toronto, ON M5B 2H4

Key Dates:

  • Call for Nominees April 3, 2017
  • Nomination Deadline June 15, 2017
  • GPC Annual Conference, Announcement of the Shortlisted Companies August 20-23, 2017
  • EGAs November 2, 2017
Professional development
GPC is thrilled to bring to you a brand new event this spring: Subsidiary Governance: A Critical Tool for Risk Management. This will be the first time that a conference dedicated to subsidiary governance will be held in Canada and it takes place May 17, 2017. 

We are also happy to announce a new event group rate for those who attend in-person. You can register a team of up to 5 (including yourself) for a very economical price. For those of you who registered before the group rate was offered and who wish to bring other team members, please contact Megan McLean

This one-day conference is an excellent opportunity to engage with leading practitioners in various industries from across Canada and the United States. There will also be opportunities to network, share experiences and learn about the legal and practical issues of building and implementing an effective subsidiary governance framework in your organization. 

For more information and to register - click here! 

GPC's Governance Essentials is quickly approaching! It takes place June 12-13, 2017 in Calgary! 

This two-day seminar is a great way to get up to speed or to expand your corporate secretariat skill set. It will examine the responsibilities, roles and accountability of the corporate secretary's position, explore best practices and provide practical solutions to current governance challenges. This session 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. 

For further information and to register, click here!

Membership News

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.


Confidentiality Agreements

I am seeking examples of confidentiality agreements or non-disclosure agreements for visitors attending a board meeting. If anyone has anything they can share that would be great.

Open invitation to employees to attend AGM

Is it a common practice to invite company employees, who may not be shareholders, to attend the AGM? What is the practice or sentiment generally about attendance at the AGM - are the legal restrictions enforced, or is it generally open?

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.

The generally accepted compensation principles (GACP) in good times and in bad times
Yvan Allaire, Ph. D. (MIT), FRSC, Executive Chair, IGOPP

The debacles of Enron, Worldcom and others in 2001-2002 were imputed in good part to the "flexibility" of accounting norms and the artistry in their interpretation. As a result, regulators, governmental and professional, greatly tightened the Generally Accepted Accounting Principles (GAAP) to which all publicly traded companies must rigorously adhere.

Read More

First Penalty Imposed on an Individual Over Violations of Canada's Anti-Spam Legislation
Goodmans LLP

For the first time, on March 9, 2017, the Canadian Radio-television and Telecommunications Commission (CRTC) imposed a penalty on an individual for violating Canada's Anti-Spam Legislation (CASL). The anti-spam provisions of CASL generally prohibit, subject to limited exceptions, the sending of commercial electronic messages (such as email) unless the recipient has expressly consented to receiving the message, among other requirements.

Read More

Canadian securities regulators seek comments on reducing regulatory burden for non-investment fund reporting issuers

Canadian Securities Administrators

The Canadian Securities Administrators (CSA) today published CSA Consultation Paper 51-404 Considerations for Reducing Regulatory Burden for Non-Investment Fund Reporting Issuers (Consultation Paper), which seeks comments on potential options for reducing regulatory burden for non-investment fund reporting issuers in the public markets.

Read More

Panel Seeks Sweeping Changes to Canadian Environmental Assessment Regime
Davies Ward Phillips & Vineberg LLP.

The Expert Panel for the Review of Environmental Assessment Processes (Panel) released its recommendations regarding the federal Canadian Environmental Assessment Act, 2012 (CEAA 2012) on April 5, 2017. Mandated to restore public trust in Canada's environmental assessment (EA) process and to get resources to market, the Panel has proposed to restructure the EA process and expand the range of issues to be assessed. The following are some of the most significant changes recommended by the Panel.

Read More

Shareholders divided on proxy access

Osler, Hoskin & Harcourt LLP

Over the past week, a shareholder proposal requesting that the board of directors take steps to adopt a "proxy access" by-law was considered at the annual meetings of both The Toronto-Dominion Bank (TD Bank) and Royal Bank of Canada (RBC). The proposal was approved by 52.2% of the votes cast at the TD Bank meeting last week, but was defeated at the RBC annual meeting yesterday, where it received support from 46.83% of the votes cast.

The level of support for the proposal at both of these meetings suggests a degree of interest among shareholders that will ensure that proxy access remains on the board agenda in Canada.

Read More

The CSA Considers Reducing Regulatory Burdens for Reporting Issuers

Davies Ward Phillips & Vineberg LLP.

On April 6, 2017, the Canadian Securities Administrators (CSA) released Consultation Paper 51-404 - Considerations for Reducing Regulatory Burden for Non-Investment Fund Reporting Issuers. The paper identifies and offers for consideration options to reduce the regulatory burden associated with raising capital in the public markets and with the continuous disclosure regime, without compromising investor protection or the efficiency of the Canadian capital markets.

The paper sets out five options to reduce regulatory burdens for non-investment fund reporting issuers: (i) extending the application of streamlined rules to smaller reporting issuers; (ii) reducing the regulatory burdens associated with the prospectus rules and offering process; (iii) reducing ongoing disclosure requirements; (iv) eliminating overlap in regulatory requirements; and (iv) enhancing electronic delivery of documents.

Each proposal is accompanied by a series of consultation questions to assist the CSA in its evaluation of regulatory burden. Comments must be submitted to the CSA by July 7, 2017.

Read More

Potential Revamp of Securities Regulation in Canada
Torys LLP.

Canada's securities regulators are considering revamping public companies' reporting obligations and the rules governing capital raising in the public markets in light of changing investor demographics, technological innovation and globalization. The regulators have published a consultation paper identifying a broad range of potential rule changes that they believe could reduce regulatory burdens on companies without compromising investor protection.

Read More

New TSX proposals: issuer websites and security-based compensation

Norton Rose Fulbright Canada LLP

The TSX has published amendments to the TSX Company Manual which, if enacted, would:

  • require an issuer to maintain a public website and post prescribed documents to the site; and

  • amend the disclosure requirements for security-based compensation arrangements (the 2017 Proposals).

The 2017 Proposals follow an earlier public consultation by the TSX commenced in May 2016 on the same topics (the 2016 Proposals). The 2017 Proposals modify the earlier proposals as a result of public comments received by the TSX..

Canada's approach to board diversity needs a rethink
The Globe and Mail Inc.

Earlier this month, State Street Global Advisors erected a statue of a little girl directly facing Wall Street's iconic bull. The so-called "fearless girl" statue is a symbol of State Street's somewhat timid ultimatum: If the corporations in which it invests do not take measures to improve boardroom gender diversity, it will vote against the re-election of nominating and/or governance committee chairs.

Read More

Socially responsible investing: considerations for private companies
Norton Rose Fulbright LLP.

Certain consumers seeking out companies that have socially responsible products and services or that have a focus on environmental, social and corporate governance (ESG) is nothing new. Recently, however, evidence has emerged suggesting that investors, both retail and institutional, are increasingly taking these social factors into account when making decisions about how to allocate their investments.
Official Partner of GPC
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Events & workshops

Subsidiary Governance: A Critical Tool for Risk Managementwith Webinar available 

Toronto, May 17, 2017


Governance Essentials for the Corporate Secretary - 2 day Seminar
Calgary, June 12-13, 2017


Toronto - "Compensation Governance" on Wednesday, May 3rd, 2017.
Register at
GPC Member discount code: WMAY2017
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:-
Corporate Affairs and Finance Executive Assistant
Gore Mutual Insurance Company

Associate Corporate Secretary and Governance Officer
Hydro Ottawa

Assistant Corporate Secretary
Lundin Mining

Board Director
Concentra Bank

Assistant Corporate Secretary
International Development Research Centre (IDRC)

Please login to 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
Vice President & Corporate Secretary, Sun Life Financial Inc., Toronto, ON
Misti Christensen, Vice Chair
Sr. Manager Governance and Assistant Secretary, Nexen Energy ULC, Calgary, AB
Alain Dussault
Lawyer, Corporate Secretary's Office, Canadian National Railway Company, Montreal, QC
Glenn Keeling
Sr. Partner, Executive Compensation & Governance, Global Governance Advisors, Toronto, ON
Cyndie Kremyr
Abbotsford, BC
David Masse, Chairman of the Board
Toronto, ON
Sally Maziarz, Secretary
Assistant Corporate Secretary, EPCOR Utilities Inc., Edmonton, AB
Janis McKenzie, Treasurer
Brampton, 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?

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


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 - 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,  Amberly Strauss 

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.

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