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THE NEWSLETTER FOR GOVERNANCE PROFESSIONALS OF CANADA
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JUNE | JULY 2018
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THE 2018 EXCELLENCE IN GOVERNANCE AWARDS NOMINATIONS ARE IN!
WINNERS TO BE ANNOUNCED AT THE AWARDS GALA AND CEREMONY - ON OCTOBER 25TH - AT THE CARLU IN TORONTO - GET YOUR TICKET TODAY!
The Excellence in Governance 2018 Awards nomination process is now closed and we are thrilled with the number of submissions we have received this year, with just under 80 nominations.
The shortlisting judges will soon begin to review all submissions to select the shortlist of nominees, which will be unveiled at this year's GPC annual conference in Victoria, BC, August 19-22, 2018.
The GPC Awards program is now in its 6th year and the recognition that winners and nominees alike gain from these awards helps to further the reputation of their organizations, raises awareness for the key role played by governance professionals, and highlights their trailblazing in governance so as to inspire others to follow their example. Overall, this program raises the bar on governance practices in Canada and contributes to solidifying our place in the world as a solid and trustworthy place to do business.
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This year, we have received nominations in each of the following 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
The Excellence in Governance Awards jury panel is composed of seasoned and well-respected governance experts from across Canada.
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Chair of Judging Panel: |
Honourary Judge:
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Geoffrey D. Creighton,
CEO, In-House Counsel Worldwide, and member, BlackRock Canada IRC
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Peter Dey,
Chairman, Paradigm Capital Inc.
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Judging Panel: |
Gigi Dawe
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Director, Corporate Oversight and Governance,
CPA Canada
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Catherine Gordon
President and founder
SimpleLogic Inc.
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Sylvia Groves,
President and Creative Director,
Governance Studio
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Paul Schneider,
Head of Corporate Governance, Public Equities,
Ontario Teachers' Pension Plan |
Elizabeth Watson, QC,
Founder and President,
Watson Inc.
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We also have an excellent panel of shortlisting Judges - GPC would like to acknowledge the contribution of the Canadian Corporate Counsel Association (CCCA) as our partner in the shortlisting judging for the Excellence in Governance Awards. This year's shortlisting judges include:
- Leanne Hull, Senior Legal Counsel, Corporate Affairs at BMO Financial Group
- Wendy King, Vice President, Legal, Risk & Governance, Capstone Mining Corp.
- Denis Lavoie, Lawyer, VIA Rail Canada Inc.
- Jamie Patterson, Lawyer, SaskTel;
- Neil Puddicombe, Associate General Counsel and Director of Subsidiary Governance, Legal, Corporate & Compliance Group, BMO Financial Group
- Stephen Rotstein, Vice-President, Policy & Regulatory Affairs & General Counsel, Financial Planning Standards Council (FPSC)
- Coro Strandberg, President, Strandberg Consulting
- Alena Thouin, General Counsel, Corporate Secretary & Chief Compliance Officer, Alterna Savings and Bank
- Terri Uhrich, General Counsel, K+S Potash Canada
So save the date for this exciting event, which has quickly become a gathering for the Who's Who in governance in Canada, and plan to attend the gala dinner and ceremony on October 25th in Toronto. Buy your tickets today by clicking HERE.
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President, Governance Professionals of Canada
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2018 GPC Compensation Survey!
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Find out about the latest Compensation and role trends for Governance Professionals in Canada
It is that time again to send out our annual survey on compensation and role trends for governance professionals in Canada.  To ensure our members have access to current Canadian compensation data, the Governance Professionals of Canada (GPC) is once again partnering with Global Governance Advisors to bring you this important Governance Professionals of Canada compensation survey. The survey also tracks trends around the role and the responsibilities of governance professionals and Corporate Secretaries in Canada.
By participating, you will gain more insight into how the compensation packages of your colleagues in other organizations are structured, and benefit from comparing your role, resources and responsibilities to those of your counterparts around the country.
We ask you to please take a few minutes to complete the survey. The more responses received, the more relevant the information will be to you and to our members. Your information will be entirely confidential - all responses will be anonymous and will be reported only in aggregate.
Only a short time commitment is required, and in appreciation, you will be provided with the report which will provide you with invaluable insight on the compensation practice and leading trends in your profession.
The report on the survey results will be made available to participants in the survey, GPC members and attendees at the 20th Annual GPC Corporate Governance Conference, this coming August (19th to 2nrd) in Victoria, BC. For more information on how to register for the conference, click HERE.
We thank you in advance for your participation!
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Conference and sponsorship update
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GPC 20
th Annual Conference:
The Governance Professional... 20 Years On
The Annual GPC Conference is just over 5 weeks away!
The GPC Annual Conference is the Premier Corporate Governance Event in Canada. This year's conference is being held at the
Victoria Conference Centre & Fairmont Empress Hotel in Victoria, BC, and the program will feature three days of discussions on top of mind issues on the evolving corporate governance landscape across all sectors and organizations in Canada.
Check out the conference agenda for more details on the exciting program and the great speakers and networking events 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.
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See you in Victoria, BC
Albert Orellana
Manager, Events & Special Projects
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Thank you to all of our 2018 sponsors!
We would also like to thank and acknowledge our confirmed sponsors for the program:
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Governance Professionals of Canada Education Program (GPC-EP)
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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."
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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 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.
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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.
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UPCOMING 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.
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Module 1: Foundations Governance
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- Calgary, Nov 9 - 11, 2018
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Module 2: Applied Governance
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- Vancouver, September 28 - 30, 2018
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Module 3: Strategic Governance
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- Toronto, October 12 - 14, 2018
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Stay tuned for the announcement of 2019 dates shortly!
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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.
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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.
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| Foundations of Governance - Two and Half day Course
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Applied Governance - Two and Half day Course
Vancouver | September 28 - 30, 2018
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Strategic Governance - Two and Half day Course
Toronto | October 12 - 14, 2018
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GPC Members!
Get ready to 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.
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Annual Membership Dues
The membership fees, are effective November 1, 2016 (plus applicable taxes):
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Individual Professional - Commercial Interests: $540.00 CAD
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Individual Professional - Non-commercial Interests: $410.00 CAD
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Non-practicing: $89.00 CAD
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| Visit our website - www.gpcanada.org/benefits to learn more about GPC membership and membership benefits. |
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Thank You and Welcome to Our Newest Members!
- Don Dalicandro, CEO, Azertech Inc., ON
- Danielle Doll, Director, Governance, PwC Law LLP, AB
- Lindsay Forrest, Corporate Secretary, , ON
- Mary Garden, Principal, Mary Garden & Associates, BC
- Harvey Hagman, Director, Agriculture Financial Services Corporation, AB
- Lee Haldeman, Consultant, Angkor Business Development Corporation, ON
- Pam Haubrich, Director, Governance, ISC, SK
- Natasha Himer, Governance Lawyer, Watson Inc., BC
- Heather Kelsall, Senior Governance Analyst, Watson Inc., BC
- Raj Kothari, Vice Chair, Partner, PwC Canada, ON
- Deborah Krause, Governance Manager, National Association of Federal Retirees, ON
- Sylvie Lacombe, Senior Legal Counsel & Assistant Secretary, Export Development Canada, ON
- Jennifer Lalonde, Executive Assistant, Lake View Credit Union, BC
- Helen McArthur, Director, Board Services, BC Pension Corporation, BC
- Ann Marie McGovern, Senior Counsel, Senior Manager Compliance, BMO Financial Group, ON
- Karen McKeown, Director of Board Operations, Pension Board Secretariat (BC Pension Corporation), BC
- Michelle Oliver, Governance Specialist, OPTrust, ON
- Shannon Paine, Legal Counsel, Electrical Safety Authority, ON
- Adelina Palermo, BOD Governance & Recording Secretary, WSIB, ON
- Izabella Sowa, Governance Analyst, Export Development Canada, ON
- Scott Williams, CFO, ARAG Services Corporation, ON
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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:
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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.
Delegation of Authority Policy
Would anyone be willing to share their Delegation of Authority Policy (from Board to the CEO) and/or any best practices for creating such a policy in the context of CEO succession. Thanks!
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.
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| OSC Publishes Statement of Priorities for 2018-2019 |
Goodmans LLP
The Ontario Securities Commission (OSC) recently published its Statement of Priorities for 2018-2019, which is intended to identify priority areas on which the OSC will focus during the current fiscal year (April 1 - March 31). In that context, the Statement of Priorities may offer stakeholders some insight into areas - new and continuing from past years - of particular current interest to the OSC. This year's Statement of Priorities confirms the OSC is continuing to pursue a number of initiatives that have received mixed reaction from various market participants. |
| Read More |
| CSA Staff Notice 61-303 and Request for Comment- Soliciting Dealer Arrangements |
Canadian Securities Administrators
This notice outlines certain issues that staff of the Canadian Securities Administrators (CSA) have identified with respect to the use of soliciting dealer arrangements. Staff are publishing this notice for a 60-day comment period to better understand these arrangements to aid the CSA in assessing whether any additional guidance or rules in respect of those arrangements would be appropriate. In addition to any general comments, we also invite comments on the specific questions set out at the end of the notice.. |
| Read More |
| Creating Great Culture Starts With Directors Looking In The Mirror |
Chief Executive Group, LLC
In the past year, there have been scores of reported misconduct in companies across virtually every industry and sector. From Weinstein to Wynn, from Volkswagen to Wells, the behavior of executive leaders has resulted in the dismissal of executive leaders, thousands of lawsuits, and tens of millions of dollars in fines and lost business. As questions about the accountability of boards and CEOs for these actions have accumulated, directors and executive suite leaders have been wrestling with the question of how they can exercise their influence to promote, sustain, and monitor workplace cultures that maximize organization performance and adhere to core values. Here is some guidance about how to do that. |
| Read More |
| Changes Coming To Canadian Business Corporations Act (CBCA) |
Norton Rose Fulbright LLP
Bill C-25 received Royal Assent on May 1, 2018. The bill will amend the CBCA by: reforming certain aspects of director elections; creating requirements for public companies to disclose officer and director diversity representation; and introducing the new Notice-and-Access Regime. |
| Read More |
| The Next-Gen Director Dilemma |
Chief Executive Group, LLC
Ninety percent of directors say diversity of age is important-and for good reason. Younger board members promise essential experience in areas like social media marketing, digital transformation and cybersecurity, not to mention insights on the challenges of recruiting, engaging and retaining upcoming generations of talent. Today's boards get that. Yet, there are only 315 directors age 50 and under in the S&P 500, according to PwC's annual corporate directors survey. |
| Read More |
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Canadian securities regulators publish annual report highlighting investor education campaigns and activities
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Canadian Securities Administrators
Montreal - The Canadian Securities Administrators (CSA) today published an annual activity report outlining its investor education and outreach efforts over the past year.
The CSA's Investor Education Committee (IEC) and its members work to educate and protect Canadian investors through a variety of national and local initiatives. |
| Read More |
| Best Practices for Board Oversight and Disclosure of Environmental and Social Issues |
Norton Rose Fulbright LLP
In a recent post, we discussed investors' growing interest in environmental and social (E&S) governance. As a recent report published by the Canadian Coalition for Good Governance (CCGG) demonstrates, public company boards are no less attentive to growing shareholder interest in E&S issues. The Directors' E&S Guidebook (Guidebook), which is the product of consultations with industry leaders in the management of E&S factors, provides practical insights and recommendations for effective board oversight and disclosure of E&S matters. |
| Read More |
| Exceptional Corporate, Director, and Officer Liability under the Proposed federal Cannabis Act |
Rueters LLP
The legalization of cannabis in Canada is right around the corner with the proposed Cannabis Act, Bill C-45, slated for a final Senate vote. The proposed Act will create an entirely new regulated industry which offers both significant opportunities and significant risks for businesses selling cannabis, cannabis accessories, or related services, and their directors and officers. |
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Stay Connected
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GOVERNANCE PROFESSIONALS OF CANADA
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BC Chapter Event: Risk Governance
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| Vancouver | 14 June 2018 |
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| Foundations of Governance - Two and Half day Course
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Applied Governance - Two and Half day Course
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Strategic Governance - Two and Half day Course
Toronto | October 12 - 14, 2018 |
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| For complete list of GPC events click here |
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| 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: [email protected]. |
| Do you have a career opportunity that you would like to share with our readers? Click here for more details |
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| Recent Job Postings: |
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Assistant Corporate Secretary,
Finning International Inc.
Board members for the Management Employees Pension Board (MEPB),
Management Employees Pension Board (MEPB)
Law Clerk
BMO Financial Group
Assistant Corporate Secretary, Subsidiaries
Great-West Lifeco Inc.
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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: [email protected] |
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Lynn Beauregard, (President)
Governance Professionals of Canada, Toronto, ON
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Carmel Bellamy
Corporate Secretary and Sr. Director, Governance, Member & Co-operative Relations, The Co-operators Group Limited, Guelph, ON
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Brigitte Catellier
VP Corporate Governance Meridian Credit Union
Toronto, ON |
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Misti Christensen, (Chair)
Senior Manager, Corporate Governance and Assistant Secretary , Nexen Energy ULC, Calgary, AB
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Glenn Keeling
Sr. Partner, Executive Compensation & Governance, Global Governance Advisors, Toronto, ON
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Cyndie Kremyr
Independent Director, Abbotsford, BC
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David Masse
Principal, Governance View, Toronto, ON |
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Sally Maziarz (Vice-Chair)
Assistant Corporate Secretary, EPCOR Utilities Inc., Edmonton, AB |
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Janis McKenzie, (Treasurer)
Independent Director, Oakville, ON |
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| Bonnie Oakes Charron
Founder and Principal,
Board Concierge, Ottawa, ON
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Josée Turcotte
Senior Vice-President, Corporate Secretary and Head of Governance, HSBC Bank of Canada, Toronto, ON |
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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:
- 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
- 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.
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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!
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| 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. |
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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]
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