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

If you haven't already done so, it is time for you to register at the Early Bird Price for the 20th Annual GPC Conference, August 19th to 22nd 2018, at the Fairmont Empress Hotel in Victoria BC!
 
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 marking the 20th annual conference and exploring the evolution of the role of the governance professional, as well as three focused streams on:  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 Discussion - The Governance Professional 20-years on - A board's perspective
  • The Chief Governance Officer - Elevating and Enhancing the Influence of the Governance Professional
  • Cybersecurity: what is the role of the board in managing this key organizational risk?
  • Who Is Protecting Your Board? How Your Corporate Secretary and Chief Internal Auditor are Your Best Defense
  • Managing Leadership Transitions: Equipping the Board for Change
  • Principles and Elements of Effective Executive Compensation Design
  • Modernizing Your Board and Governance Framework
  • Diversity on Corporate Boards and Organizations: Where Are We Now?
  • Best Practices in Shareholder Engagement
  • What Role Should the Board Play in Organizational Culture?
  • Best Practices in Managing AGMs
  • The Corporate Governance Regulatory Landscape: A Discussion on New and Developing Regulations Affecting You and Your Organization
  • Elected and Appointed Boards - Challenges and Solutions
  • Governance Best Practices for the Not for Profit Corporation
  • The Role of the Governance Professional in Strategic Planning
  • Unique Corporate Governance Challenges Faced by Public Sector Boards and the Governance Professionals Who Support Them 
  • Paving the Path to Success: Creating a Customized Governance Framework for New Entities and Emerging Companies
  • Key Trends and Update in Corporate Governance Best Practices
  • EQ for the Governance Professional (and boards): How to Build Strong Relationships and be an Influencer
  • Putting the G into ESG: The Role of the Board and Governance Professional 
  • Moving Workplace Sexual Harassment up the Risk Register and Board Agenda - #Metoo and the Boardroom
  •  ...and MORE!

Check out the conference draft 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 Victoria in August.

Lynn Beauregard
President, Governance Professionals of Canada
2018 Excellence in Governance Awards (EGAs)

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 EGAs recognize the important contribution that organizations and governance professionals make in terms of best practices that build and sustain shareholder and stakeholder value in Canada. GPC encourages all organizations to take this opportunity to gain recognition for their governance practices and to be celebrated for their accomplishments.  

The deadline for nominations is June 15th, 2018, and the shortlist of finalists for the awards will be announced in August 2018. We encourage companies of all sizes, sectors and industries (listed, private, public, crown, not for profit, co-op, etc.) to take part, as the EGAs are designed to recognize excellence across all organizations. 

The award 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, and in contributing to the competitiveness of Canada's economy and its capital markets. 

The recognition that the winners, nominees and their organizations gain from these awards raises more awareness for the key role played by governance professionals, furthers the reputation of their organizations and inspires others to follow their example. 

So submit your nomination this year and be recognized! .
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
Register today to obtain your designation as a GPC.D. The only practical certification course available for governance professionals in Canada offered by Governance Professionals of Canada. 
 
The GPC-EP program consists of three courses (2 ½ days each) and is designed to enhance the existing skills of governance professionals of all levels, in roles such as: governance, legal, compliance, ethics, stakeholder relations, board and committee support, and whether in public, private, not-for-profit or governmental organizations.

Your effectiveness and your success directly impacts the efficiency of your board and your organization in governance. New regulations, stakeholder and market pressures continue to evolve relentlessly, so it is critical that you can invest in your professional development and stay on top of key changes, new trends and best practices.
 
Individuals new to governance, as well as seasoned professionals, will find benefit in the GPC-EP as it will not only provide them with the latest best practices, skills and tools in governance, but will also enhance their profession and further their career. 
 
Upon completion of the program, and passing the final examination, program participants will receive the Governance Professionals of Canada Designation: GPC.D.
 
Foundations of Governance Course
  • Vancouver, May 25 - 27, 2018
  • Calgary, Nov 9 - 11, 2018
Applied Governance Course
  • Toronto, June 15 - 17, 2018
Strategic Governance Course
  • Vancouver, May 25 - 27, 2018
  • Toronto, October 12 - 14, 2018
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
Vancouver | May 25 - 27, 2018 | Calgary | Nov 9 -11, 2018 
 
Applied Governance  - Two and Half day Course   
Toronto | June 15 - 17, 2018
 
Strategic Governance  - Two and Half day Course
Vancouver | May 25 - 27, 2018  | Toronto | October 12 - 14, 2018
 
Professional development EVENTS
Edmonton Chapter Event:
What Lessons Have Boards Yet to Learn - A Dinner and Round-table Discussion
23 May, 2018 | Kitchen By: Brad Somaliak - #101, 10130-105th Street, Edmonton 
 
Join us for a private, customized dinner menu and wine pairing, at Kitchen by Brad Smoliak, a culinary studio in downtown Edmonton, with one of Canada's leading experts on corporate governance, Dr. Richard Leblanc.  The night promises riveting conversations as Dr. Leblanc facilitates a round table discussion on What Lessons Have Boards Yet to Learn, including topics such as:
  • Improper oversight over non-financial risks
  • Inadequate strategic planning
  • Complacent directors, where questions do not get asked,information and agendas are still dominated by management
  • Lack of CEO succession planning
  • Lack of technology expertise on boards
  • Lack of major, long-term shareholder engagement with directors
Speaker:

Richard Leblanc CMC, BSc, MBA, LLB, JD, LLM, PhD

Dr. Richard Leblanc is one of Canada's leading experts on corporate governance and accountability. He is an award-winning teacher, researcher, lawyer, public speaker, consultant and specialist on boards of directors. He has taught at leading universities including Harvard University. He received a teaching award as one of the top five university teachers in Ontario; was named to Canadian Who's Who, and is a past recipient of Canada's Top 40 under 40 tm award.

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!
  • Gishelle Albert, Ontario
  • Sandra Alton, Manager, Member Relations, Gay Lea Foods Co-Operatices Ltd., Ontario
  • Nicholas Cheung
  • Anne Corbett, Partner, Borden Ladner Gervais LLP, Ontario
  • Diane Desaulniers, Présidente, GVMC - Groupe Vision management consulting, Ontario
  • Linda Dwyer, Corporate Secretary, Equitable Bank, Manitoba
  • Tonya Fleming, VP, General Counsel & Corporate Secretary, Painted Pony Energy, Alberta
  • Melanie Frappier, Senior Manager, Subsidiary Governance, National Bank of Canada, Québec
  • Zahra Grant, Council Coordinator, The College of Midwives of Ontario, Ontario
  • Jennifer Hanson, Corporate Secretary, , British Columbia
  • Tammy Ho, Assistant Corporate Secretary, Capstone Mining Corp., British Columbia
  • Tiana Khan, Corporate Secretary, OLHI, Ontario
  • Miranda Mastracci, Ontario Power Generation, Ontario
  • James Morton, Director, Sabina Gold & Silver Corp, British Columbia
  • Kelly Orr, Director, Corporate Strategies, Land Title and Survey Authority of BC, British Columbia
  • Marie Oswald, Board Chair, Oakville Enterprises Corporation, Ontario
  • Anjlee Patel, Vice President, Legal Services & Assistant Corporate Secretary, Infrastructure Ontario, Ontario
  • Tisca Pratt Armbrister, Executive Assistant, EFG Bank & Trust (Bahamas) Ltd., Outside of Canada
  • Janet Reimer, Executive Assistant, Calgary Women's Emergency Shelter, Alberta
  • Sartaj Sarkaria, Executive Assistant, Canadian Marketing Assoication,
  • Christine Seguin, Director, Finance and Administration, Co-operative Housing Federation of Canada, Ontario
  • Trisha Simon, Executive Assistant, Board of Governors, Ms., Ontario
  • Claire Stafford, Manager Corporate Compliance & Asst. Co. Secretary, Caribbean Utilities Company, Ltd, Outside of Canada
  • Debbie Stojanovic, Principal, Nealon Consulting,
  • Kirsten Thoreson, Senior Legal Counsel, Ontario Securities Commission, Ontario
  • Andrew Winter, Legal Counsel, Ontario Securities Commission, 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
What is the role of the board in an organization's culture?
L&C Strategic Advisory Consultants

The Governance Professionals of Canada hosted an educational panel as part of their professional development series on the role of the board in organizational culture. The three panelists were Heather Laxton (corporate secretary for Wesdome, Lloyd Segal, Chair of the board for MedReleaf, and Carol Faull from L&C Strategic Advisory Consultants, our organizational culture expert. Deborah Rosati from Women Get On Board was the moderator.

Read More 

Canadian securities regulators report on climate change-related disclosure project
Canadian Securities Administrators

Toronto and Calgary - The Canadian Securities Administrators (CSA) today published CSA Staff Notice 51-354 Report on Climate change-related Disclosure Project. The report summarizes the findings of the CSA's previously announced project to review the disclosure by reporting issuers of risks and financial impacts associated with climate change, and outlines its plans for future work.

Read More

Look to the future: a tip for analyzing corporate culture in an era of evolving shareholder activism
Norton Rose Fulbright LLP.

2018 promises to be a year in which corporate culture will likely become an even more important focal point for investors and activists.

Read More

Director Independence Regime - Time for a Change?
Blake, Cassels & Graydon LLP.

The Canadian Securities Administrators (CSA) have received formal submissions (Submissions) on Consultation Paper 52-404 - Approach to Director and Audit Committee Member Independence (Consultation Paper) from 27 commentators, ranging from public companies, large investors, governance commentators, professional bodies and practitioners at law firms, among others, with several Submissions representing the collective views of numerous contributing organizations. The Consultation Paper considers the CSA's current approach to director independence determinations and board committee membership. (See our November 2017 Blakes Bulletin: Are Directors Independent? It Depends: CSA Revisiting Regime).
 

Read More

Securities Regulators Anticipate Greater Requirements on Climate Change Disclosure
Bennett Jones LLP.

On April 5, 2018, the Canadian Securities Administrators (CSA) published CSA Staff Notice 51-354 Report on Climate change-related Disclosure Project, which reports the findings of their project to review disclosure by reporting issuers of risks and financial impacts associated with climate change.

The CSA report provides insight on CSA's plans for future work in this area, most notably the consideration of new disclosure requirements regarding corporate governance in relation to business risks, including climate change-related risks, and risk oversight and management.

Read More

Canadian Securities Administrators Are Seeking Comments On Soliciting Dealer Arrangements
Norton Rose Fulbright LLP.

The Canadian Securities Administrators (the "CSA") have issued CSA Staff Notice 61-303 and Request for Comment - Soliciting Dealer Arrangements (the "Notice") on the use of soliciting dealer arrangements. "Soliciting dealer arrangements" generally refer to agreements entered into between issuers and investment dealers under which the issuer agrees to pay to the dealers a fee for each security successfully solicited to tender to a bid in the case of a take-over bid, or to vote in favour of a matter requiring securityholder approval. In many cases, the payment of any fee is contingent on "success" and/or only if votes are cast in a particular manner.

Read More

SEC Rulemaking Developments in 2017
Davies Ward Phillips & Vineberg LLP.

Within the first hundred days of taking office, President Trump reiterated his commitment to scaling back existing financial regulations. In February 2017, President Trump signed into law Congress's repeal of the extractive industry transparency rules adopted by the U.S. Securities and Exchange Commission (SEC) in June 2016. These rules would have required all SEC reporting issuers, including Canadian and other foreign companies, that are engaged in the commercial development of oil, natural gas or minerals to report information about payments made to the U.S. federal government or foreign governments that are related to the commercial development of these resources. Additionally, in February 2017, President Trump signed an executive order establishing core principles to guide his administration's regulation of the U.S. financial system and directed the U.S. Department of the Treasury to report on laws and regulations that inhibit regulation of the U.S. financial system in a manner consistent with the core principles. In response, the U.S. Department of the Treasury issued recommendations to promote access to capital, among other things, through reducing regulatory obligations and modernizing the U.S. capital markets regulatory structure and processes.

Read More

OEB Issues Draft Report on Corporate Governance Guidance for Regulated Utilities
Aird & Berlis LLP.

On March 28, the Ontario Energy Board ("OEB") issued its Draft Report on Corporate Governance Guidance for Rate-Regulated Utilities (the "OEB Draft Report").1 The OEB Draft Report is another milestone in the OEB's efforts to develop a "Guidance" on corporate governance for regulated utilities; specifically, Ontario Power Generation, electricity distributors and transmitters and natural gas distributors.
Charity Checklist: What to do if your charity is audited
Miller Thomson LLP

There are over 86,000 registered charities in Canada. Each year, the Canada Revenue Agency Charities Directorate audits approximately 700 of these charities. Some of these audits occur based on random selection, some as a result of targeted reviews of particular activities (including as a result of public complaints), and some to follow up on prior CRA compliance action. It is clear, though, that the Charities Directorate is very active in performing its audit function.

Read More

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Events & workshops
GOVERNANCE PROFESSIONALS OF CANADA

Edmonton Chapter Event: What Lessons Have Boards Yet to Learn - A Dinner and Round-table Discussion
 Edmonton | 23 May 2018

BC Chapter Event: Risk Governance
Vancouver | 14 June 2018


Foundations of Governance  - Two and Half day Course
Toronto  | April 27 -29 2018
Vancouver | May 25 - 27, 2018
Calgary | November 9 - 11, 2018 
 
Applied Governance  - Two and Half day Course 
Vancouver | April 13 - 15, 2018
Toronto | June 15 - 17, 2018
 
Strategic Governance  - Two and Half day Course
Vancouver | May 25 - 27, 2018
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:
 
Corporate Secretary Canadian Light Source Inc. (CLSI)

Board and Committee Recruitment Joseph Brant Hospital

Director, Governance Information Services Corporation

Executive Assistant (also acts as Board Secretary)
CHFA (Canadian Health Food Association)

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