THE NEWSLETTER FOR GOVERNANCE PROFESSIONALS OF CANADA
FEBRUARY 2017
president's Message 
 
 
We are very close to launching the registration for the 2017 Annual GPC Corporate Governance Conference in St. John's Newfoundland!

Here is a sneak peek at some of the topics that we are working on for the conference program:
  • Chairs' panel: The role of the board in times of turbulence, risk and uncertainty
  • Human Rights: The Next Governance Frontier
  • Regulatory update: 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
  • 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: developments, new trends and legal update
  • 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
  • Trends in separation of board governance (stewardship) and operational management
  • Board Evaluation - Key Drivers and Pitfalls
  • Public Sector Governance: current issues and challenges
  • Board Primer in Dealing with Bribery and Corrupt Practices
  • New trends in boardroom diversity and Ontario's new diversity regime
  • Critical leadership competencies for the corporate governance professional
  • The Right Stuff: ensuring your board has the right dynamics and skillsets for effective good governance
  • Cybersecurity - Canadian governance requirements
  • Developing and implementing an effective insider trading prevention program
  • Environmental and Social Governance best practices
  • And more!!...Including exciting keynote addresses and great social and networking events!
So, make sure you mark your calendar today for the most important event for governance professionals in Canada and keep a close watch on your emails for the announcement of the Early-Early Bird Registration launch in March!
Sincerely,
 
Lynn Beauregard
President, Governance Professionals of Canada
Conference and sponsorship update

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
Director, Conference & Sponsorship
416 921-5449 ext. 315
Excellence in Governance Awards Update
We are happy to announce key dates for the 2017 Excellence in Governance Awards: 
  • Call for Nominees - April 3, 2017 
  • Corporate Governance Best Practices Survey deadline - April 15, 2017
  • Submission Deadline - June 16, 2017 
  • Excellence in Governance Awards Ceremony & Gala - November 2, 2017 

So be sure to save the date for the exciting EGA Ceremony in the fall! Thursday, November 2, 2017 at The Carlu in Toronto 
Professional development

Meetings, Minutes & More
This Meetings, Minutes and Running Effective Board Meetings outlines statutory and common law rules in relation to meetings of directors, members, managed investment schemes, class meetings and meetings of creditors. This workshop provides guidance on good governance practices for the notice, planning and conduct of meetings and examines legal and regulatory requirements for procedures in relation to minutes and running effective board meetings. 

This workshop is an interactive half-day gaining insight on both the practical and legal requirements you need to be aware of when holding meetings, taking minutes, recording procedures, guiding directors, preparing resolutions and managing circumstances such as conflicts of interest.

Ottawa | March  29, 2017
 Lord Eglin - St. Laurent Room, 100 Eglin Street, Ottawa, ON K1P 5K8
Presenters: Janis Riven, LLB & BCL, MBA, PAdm, FCIS, Acc.Dir., Corporate Governance Consultant, Governance & Compliance Solutions, John Molson School of Business, Concordia University.
Governance Essentials for the Corporate Secretary - 2 Day Seminar
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 accountabilities 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.
 
Presenters: Sylvia Groves, FCIS, President and Creative Director, Governance Studio; Richard Leblanc, CMC, BSc, MBA, LLB, JD, LLM, PhD, Faculty of Liberal Arts and Professional Studies, York University; Janis Riven, LLB & BCL, MBA, PAdm, FCIS, Acc.Dir., Corporate Governance Consultant, Governance & Compliance Solutions, John Molson School of Business, Concordia University

Calgary | June 12 - 13, 2017
The Ranchmen's Club, 710 13 Ave SW, Calgary, AB T2R 0K9

Webinar: Sustainability, ESG, and Corporate Social Responsibility and The Board: What Governance Professionals Should Know
March 01, 2017

The global trend to sustainability is underway. More companies and their boards understand the ways in which good sustainability performance can both protect and create shareholder value. That is why corporate secretaries and governance professionals are supporting their boards to enhance their sustainability stewardship and oversight roles.

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

Among the many hard lessons of Worldcom, Enron and the global financial crisis of 2008 was that, as businesses become more complex, a thoughtful and effective subsidiary governance framework is critical. 

Parent company boards must finds ways to exercise effective oversight over the company's subsidiaries. Subsidiary networks can be composed of a few domestic companies or thousands of entities in dozens of jurisdictions. Subsidiaries themselves can be as simple as a special purpose financing vehicle or as complex as regulated, client facing entities with multiple revenue streams. Unlike their public company parents that are subject to stringent continuous disclosure requirements, subsidiaries are opaque and do not lend themselves easily to scrutiny. In addition, companies must find the right balance between the parent company's need to set group strategy and coordinate group oversight, while respecting the legal duties of subsidiary directors.

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
Canadian securities regulators introduce innovative initiatives and increase collaboration to deter market misconduct
Canadian Securities Administrators

Montréal - The Canadian Securities Administrators (CSA) today released its 2016 Enforcement Report. The ninth annual report highlights actions taken across Canada to deter and sanction wrongdoing in the capital markets.

Read More
The Canadian Securities Administrators Launches a Regulatory Sandbox Initiative

Canadian Securities Administrators

MONTRÉAL - The Canadian Securities Administrators (CSA or we) today launched a regulatory sandbox, an initiative that supports businesses seeking to offer innovative products, services and applications.

Read More
SEC Rulemaking Developments 2016
Davies Ward Phillips & Vineberg LLP

The U.S. Securities and Exchange Commission (SEC) had a busy rulemaking year in 2016. As part of its Disclosure Effectiveness Initiative launched at the end of 2013, the SEC continued to propose and adopt rules that are intended to improve and modernize the disclosure requirements for reporting companies. The SEC also continued to implement sections of the Jumpstart Our Business Startups Act (JOBS Act) and the Fixing America's Surface Transportation Act (FAST Act) to provide more flexibility in capital raising and reduce the regulatory burden on private companies.

Read More
CSA Publishes Final Proxy Voting and Meeting Vote Reconciliation Protocols
Blake, Cassels & Graydon LLP.

The Canadian Securities Administrators (CSA) recently published the final form of CSA Staff Notice 54-305 Meeting Vote Reconciliation Protocols (Final Protocols) for enhancing the procedures involved in the tabulation of proxy votes for shares held through intermediaries.

Read More
Women are slowly getting more seats in the board room
National Post
 

The number of women sitting at the table in corporate boardrooms across the U.S. is rising very slowly, but it's rising.

Just over 15 per cent of all director seats at publicly traded U.S. companies were held by women as of Dec. 31, according to a study by Equilar, a corporate research firm. That's up from 14 per cent a year earlier and from 12 per cent in 2013.

Read More
Board Watch: More Complexity, More Committees
Norton Rose Fulbright LLP

As a result of the increasing and ever-evolving responsibilities falling on the shoulders of boards of directors, the traditional three key committee model (covering audit and financial reporting, executive compensation, and director nominations and board succession planning) can be inadequate. The creation of additional committees has been one way to manage the burden. According to EY in its recent Board Matters post entitled "Board committees evolve to address new challenges", the prevalence of additional committees reflects "changing board priorities and pressures, boardroom needs and company circumstances."

Read More
The new record-keeping requirements for Ontario corporations

DLA Piper


In an attempt to improve management of corporate land forfeited to the Crown (that is, to facilitate the ease with which the Crown may act in order to seize forfeited land), Ontario has amended the Business Corporations Act (Ontario) (the "OBCA") to provide for significant amendments to the corporate record-keeping requirements.
Cybersecurity: 2017 Report & 2016 Reflections: What Businesses and Boards Need to Know
Bennett Jones LLP

In 2016, cybersecurity continued to grow as a primary business risk for companies worldwide. Data breaches continued to escalate both in number and magnitude and the landscape of legal and regulatory liability evolved and expanded. In this report, the Bennett Jones Cybersecurity team analyses the key events in 2016 with a view to those issues that should be front and centre for companies and their directors in 2017.

Read More
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Events & workshops
 
GOVERNANCE PROFESSIONALS OF CANADA

Meetings, Minutes and Resolutions -Ottawa, March 29, 2017

 

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 - "How to Get Yourself on a Board" on Wednesday, March 29th, 2017.
Register at http://bit.ly/WorkshopMar292017
GPC Member discount code: WMAR2017

Toronto - "Compensation Governance" on Wednesday, May 3rd, 2017.
Register at http://bit.ly/WorkshopMay032017.
GPC Member discount code: WMAY2017
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Are you interested in advertising your product, service and/or business to the GPC market.
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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 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

Not a GPC Member?
WHY JOIN ...

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 [email protected].

   

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 - 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,  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 [email protected]