THE NEWSLETTER FOR GOVERNANCE PROFESSIONALS OF CANADA
MARCH 2017
president's Message 
 
 
I have two very important announcements:

1 - The 'Early-early bird' registration is now open for the 19th GPC Annual Corporate Governance Conference!

 

Plan to attend the premier event for Canadian corporate governance professionals this coming August 20th - 23rd, in stunning St. John's Newfoundland!

 

It's that time of year when we offer a sneak peak at the preliminary draft agenda, and a very special registration price for early birds!

 

The GPC Conference is the leading Canadian conference for corporate secretaries and governance professionals. The event attracts over 350 governance professionals from leading corporations across Canada and features three days of expert panels, workshops and breakout sessions on top of mind issues and the evolving corporate governance landscape in Canada and internationally. It is a unique opportunity to network colleagues, experts, practitioners and provides invaluable opportunities to exchange ideas, to discuss current challenges and to share best practices.

 

As always, this year's program will bring together leading subject matter experts on critical issues in governance from across all sectors and industries. This year's conference will feature streams on "Leading Practices in Governance ", "The Board and the Corporate Secretary", "Critical Issues in Governance", and "Trending in Governance" as well as sector- and topic-specific roundtable discussions, plenary panels and keynote speakers...not to mention great social and networking opportunities!

 

For additional agenda details, including session descriptions, check out the preliminary conference program and click here  to register today for the early-EARLY-bird discount (only available until April 15th!)

 

So register now and take advantage of the great savings with the Early-early bird pricing and I look forward to seeing you in St. John's in August!

2 - The call for nominations for the 5th annual Excellence in Governance Awards (EG Awards) opens this Monday April 3rd!

 

This is your chance to be recognized for your organization's successes in governance, or to nominate another organization for their best practices.

 

The deadline for nominations is June 16th, 2017. The Excellence in Governance Awards shortlisted finalists from each category will be announced in August. Our highly respected panel of judges will select the winners for the awards which will be announced and celebrated on November 2nd, 2017 at the Carlu in Toronto, ON at the annual GPC Excellence in Governance Awards banquet and dinner. 

 

For more information on the awards, the categories, criteria and judges, click here. To learn more about last year's winners and the reasons why the judges chose these organizations, download the 2016 EGA Judges' Report.

Sincerely,
 
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-EARLY-bird?
Register at the early-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!


GPC 2017 SPONSORSHIP OPPORTUNITIES

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

The Call for Nominees is opening up soon - April 3, 2017! Be sure to look out for that to nominate your organization or one you see best fits!


GPC is gearing up for the 2017 EGAs. We would like to remind you about the Governance Professionals of Canada and Korn Ferry Hay Group 2017 Corporate Governance Practices Survey Report.  The deadline to participate is Friday, April 14, 2017

If you are the Corporate Secretary or you are involved in managing the governance responsibilities for your organization, your input is essential! PLUS! Your participation may result in a nomination for your organization in the 2017 GPC's Excellence in Governance Awards!

 

We ask you to please take a few short minutes to complete this survey which assists us in obtaining valuable insight into the current corporate governance landscape in Canada.  Click here to access the survey.

 

The Call for Nominees is opening up soon - April 3, 2017! Be sure to look out for that to nominate your organization or one you see best fits! 


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
Subsidiary Governance: A Critical Tool for Risk Management
Toronto, May 17, 2017

GPC is offering the first ever conference on Subsidiary Governance. This important topic has moved from an emerging area to one of increased global focus. Courts worldwide are demonstrating a willingness to entertain the idea of piercing the corporate veil for an evolving tort of human rights abuse. Regulators are showing an increasing interest in parent company accountability and management liability for subsidiary oversight. Companies must find ways to ingrain ethical standards and an environmental and social governance conscience throughout multi-faceted enterprises.

Hear from the following presenters:
  • Professor Poonam Puri, Osgoode Hall Law School;
  • Charles Canfield, Principal Corporate Governance Officer, International Finance Corporation;
  • Bindu Dhaliwal, Director, Environmental and Social Governance, BMO Financial Group;
  • Brigitte Catellier, Vice-President and Corporate Secretary, Sunlife Financial;
  • Neil Puddicombe, Director of Subsidiary Governance (Canada and International), BMO Financial Group;
  • Jennifer Bennett, Managing Director & Associate General Counsel, Office of the Corporate Secretary, Bank of America Corporation
  • Barry Cooper, Chairman, BMO Global Asset Management
  • Dana Easthope, Former Corporate Secretary, Barrick Gold
  • David Masse, Independent Director, Former Senior Legal Counsel and Deputy Corporate Secretary, CGI Group
  • Anna Tudela, Acc. Dir., VP, Diversity, Regulatory Affairs & Corporate Secretary, Goldcorp Inc.
  • Barbara Muir, Deputy General Counsel & Senior Vice President Corporate Affairs & Corporate Secretary
  • Trevor Vale, Senior Vice President of Sales, Americas, Diligent Corporation
  • Andrew MacDougall, Partner, Osler, Hoskin & Harcourt LLP 
and  more!

For the detailed agenda and registration, Click Here
 
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.

 

Director Development

We are a mid-level crown corporation looking to revisit our Board Director Development policy. Do all organizations need a policy? if so, what do you base your board development budget on? Should it be mandatory that all directors participate in some type of development? If you do have a policy are you willing to share?

Committee Effectiveness Evaluation Survey

I would like to conduct a survey for my Audit & Risk Committee and Governance & HR Committee. Does anyone have a general template that I could adapt? Thanks!

Who does the Corporate Secretary report to?

In your organization, who does the Corporate Secretary report to? Is there dual reporting to the CEO/President and Board of Directors? If not, how can you ensure that there are no conflicts of interest and that the role of Corporate Secretary remains autonomous.

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
TSX provides guidance on director election requirements
Norton Rose Fulbright LLP

Just in time for the 2017 shareholder meeting season, the Toronto Stock Exchange (TSX) has released new guidance regarding its majority voting requirements and the use of advance notice policies. While there are no new rules relating to these two director election issues, the notice provides guidance to help issuers comply with the existing rules and includes examples of policy provisions that do not comply.

 

The TSX guidance on majority voting follows hot on the heels of the federal government announcement of proposed changes to the Canada Business Corporations Act (CBCA) which, if enacted, would enshrine majority voting in federal corporate legislation. The TSX guidance on advance notice policies is consistent with that articulated by the proxy advisory firms in their most recent voting guidelines.

Read More

Shareholder activism outside of US increases fivefold since 2010

Corporate Secretary

Australia, Canada and the UK have highest risk of activism campaigns outside the US, according to FTI Consulting

A strong US dollar, undervalued asset prices and increased global scrutiny of corporate governance practices are contributing to an uptick in shareholder activism incidents around the world.

Read More

US progress on board diversity lagging, study finds
Corporate Secretary

Research shows Canada has overtaken the US for female boardroom representation

According to new research, the US has moved backwards in terms of boardroom diversity when compared with Canada and Western Europe. Between 2012 and 2016, female representation at board level decreased by 1 percent in the US, but increased by 8 percent in Canada and by 10 percent in Western Europe, leadership advisory firm Egon Zehnder finds.

Read More

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 (participating jurisdictions) today published the underlying data used to prepare CSA Multilateral Staff Notice 58-308 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 September 28, 2016.

Read More

Canadian securities regulators highlight need for improved social media disclosure practices by reporting issuers
Canadian Securities Administrators
 

Toronto - The Canadian Securities Administrators (CSA) today released CSA Staff Notice 51-348 Staff's Review of Social Media Used by Reporting Issuers, which summarizes staff's findings and disclosure expectations for reporting issuers that use social media.

Read More

Proposed Ontario legislation would strengthen shareholder rights and board diversity
Stikeman Elliott LLP.

Say-on-pay, board diversity and majority voting requirements are among the key proposals aimed at modernizing the Business Corporations Act (Ontario) (OBCA) in the recently introduced Bill 101, Enhancing Shareholder Rights Act, 2017. Following the lead of amendments to the Canada Business Corporations Act(CBCA) proposed in late 2016, Bill 101, a private member's bill, addresses some of the hot button issues facing corporations in Canada.

Read More

TSX Issuers to Review Majority Voting Policies after TSX Identifies Deficiencies

McMillan LLP


In a Staff Notice published on March 9, 2017, the Toronto Stock Exchange (TSX) has provided guidance on majority voting policies for TSX-listed issuers. This guidance follows amendments to the TSX Company Manual (the "Manual") made in 2014 that require TSX-listed issuers to adopt majority voting policies ("Majority Voting Policies") requiring that each director be elected by a majority of votes cast with respect to his or her election, except for at a contested meeting.

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GOVERNANCE PROFESSIONALS OF CANADA

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

 WOMEN GET ON BOARD

Toronto - "Compensation Governance" on Wednesday, May 3rd, 2017.
Register at http://bit.ly/WorkshopMay032017.
GPC Member discount code: WMAY2017
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Hydro Ottawa

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Lundin Mining

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International Development Research Centre (IDRC)

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
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
Special Assistant, Governance & External Relations, Colleges and Institutes Canada, Ottawa , ON
 
Josée Turcotte
Senior Vice-President, Corporate Secretary and Head of Governance, HSBC Bank of Canada, Toronto, ON

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The membership fees, are effective November 1, 2016 (plus applicable taxes):

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Visit our website - www.gpcanada.org/benefits to learn more about GPC membership and membership benefits.

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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:

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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 info@gpcanada.org