MAY 2017
president's Message 
TOP 10 REASONS TO ATTEND the 19th Annual GPC Conference on Corporate Governance (August 20th to 23rd at the Delta St. John's Newfoundland)!!
  1. Gain insight on key governance issues such as:the role of the board in times of turbulence; human rights governance; regulatory updates (whistleblowing, proxy system, diversity, disclosure); when the boardroom becomes a battleground; equipping the board for optimal decision-making; defining director independence; managing in crisis situations; from shareholder activism to shareholder engagement; the role of the board in leadership transitions; not-for-profit strategy and governance; key drivers and pitfalls in board evaluation; public sector governance; dealing with bribery and corrupt practices;  new trends in boardroom diversity; cybersecurity: he board's role - AND MORE!
  2. Hear from top notch speakers featuring high profile industry leaders and experts, governance practitioners and academics providing the most significant governance updates and best practices.
  3. Tailor your own learning with a streamed program agenda and interactive roundtable discussions: Explore the top issues, best practices and key challenges in governance across all sectors, industry and company types in Canada.
  4. Obtain CLE Credits and CPD Hours: The 2017 annual conference program is eligible for CLE credits and CPD hours.
  5. Enjoy unparalleled networking opportunities with your fellow attendees at our opening reception, our breakfasts and lunches with our sponsors and exhibitors, and our fun and casual closing dinner.
  6. Meet and interact with key industry product and service providers - no other event in Canada gathers such a complete cast of solutions, products and services that cater and support the role of governance professionals and their organizations.
  7. Take part in the pre-conference tour program - choose fromgreat options for you and for your family.
  8. Enjoy a taste of the Newfoundland culture, food, sounds and people: Throughout the conference program, our delegates will have the opportunity to experience firsthand some of the best elements of Newfoundland hospitality.
  9. Buildnew relationships and gain important contacts - the GPC annual conference is the perfect gathering ground for other like-minded individuals who share your challenges, issues and concerns.
  10. Last but NOT least, experience St. John's and Newfoundland in its best month! Take some vacation time before or after the conference, and bring your family, as August is the best time of year to experience this beautiful gem of a town and province! Experience a bit of Newfoundland now by watching this video.

We hope you're planning to join us in St. John's. Take advantage of the Early-Bird registration savings still available. Begin your conference registration now!


For additional conference details, including travel and accommodation information visit GPC Website.


See you in St. John's!

Lynn Beauregard
President, Governance Professionals of Canada
Excellence in Governance Awards Update

Nominate your organization today for GPC's Excellence in Governance Awards...Deadline is June 16th!

The nominations for Governance Professionals of Canada ("GPC") 2017 Excellence in Governance Awards/Prix d'excellence en gouvernance (EGs) are open and only a few weeks left to nominate your organization!

This is an opportunity for you and your organization to be recognize for the work you do in promoting best practices in governance. We have streamlined the nomination process further this year by clearly outlining the criteria the judges are looking for, to make it easier to enter a nomination and to submit clear and concise entries!


The deadline for nominations is June 16, 2017, and the shortlist of finalists for the awards will be announced in August 2017. The winners for the awards will be announced and celebrated at the annual gala dinner and ceremony on Thursday, November 2, 2017 in Toronto, Ontario, so mark your calendar and send in your nominations today! 


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

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

Key Dates:

  • Call for Nominees April 3, 2017
  • Nomination Deadline June 15, 2017
  • GPC Annual Conference, Announcement of the Shortlisted Companies August 20-23, 2017
  • EGAs November 2, 2017


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:
    • 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

Professional development


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.


Topics Will Include: 
  • Fundamentals of corporate governance
  • The role and duties of the corporate secretary
  • Managing and adding value to board processes



Sylvia Groves, FCIS, President and Creative Director, Governance Studio
Adding Value to Every Seat at the Boardroom TableTM

Dr. Richard Leblanc, CMC, BSc, MBA, LLB, JD, LLM, PhD Associate Professor, Governance, Law and Ethics, York University

Janis Riven, LLB & BCL, MBA, PAdm, FCIS, Acc.Dir. Adjunct Professor, John Molson School of Business, Concordia University
When and Where  
June 12 - 13, 2017
The Ranchmen's Club, 710 13 Ave SW,
Calgary AB
Onboarding and Educating: The Care and Feeding of New Directors

Did you know that new directors have no defence to 'plead ignorance' when they join a board? New directors need to be in a position to 'hit the ground running'. This session will explore what it means to ensure a new director is ready to fulfill his or her fiduciary duty and duty of care from the first board meeting. Tips and tools for on-boarding and providing ongoing training and education for your new board members will be discussed, including what and who to include in an orientation session, what to include in a director's manual, and tips for helping the new director feel confident in his/her new role.

When and Where
June 8, 2017, 4:00 PM - 6:30 PM
Calgary Petroleum Club,
Cardium Room, 319 Fifth Avenue SW,
Calgary, Alberta

June 15, 2017, 7:00 AM - 9:00 AM
McCarthy Tetrault,
1000 Gauchetiere St. W,
Montreal, QC H3B 0A2
June 16, 2017, 8:00 AM - 9:30 AM
The Rideau Club, 99 Bank Street,
Ottawa, ON
If you didn't get a chance to participate in one of our PD sessions - don't worry - you are still able to purchase the webinars. See a glimpse of some from this past year below:

Subsidiary Governance: A Critical Tool for Risk Management, a full-day conference
Member: $310.75
Non-Member: $446.35

Meetings, Minutes and More with John Dinner
Member: $282.50
Non-Member: $395.50

Sustainability, ESG and Corporate Social Responsibility and the Board: What Governance Professionals Should know
Member: $28.25
Non-Member: $39.55

If you are interested in purchasing any of these, please contact Megan McLean.

Membership News
Are you interested in volunteering?  

We are always looking for members interested in serving on the board of directors, working committees and local engagement committees! 


The Governance and Nominations Committee is committed to ensuring GPC has the right mix of business skills, knowledge and experience to advance the organization. The Committee is specifically seeking assistance in identifying engaged, collaborative and motivated candidates with a passion for our mission, which is:

"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"

Ideally, successful candidates will possess strong skills in the key areas of leadership, finance, advocacy, communications, and marketing skills. All candidates will be considered by the Governance and Nominations Committee taking into account their relevant mix of skills and experience.


We need your knowledge, experience, and passion to help with the promotion and advancement of GPC! If you are a member in good standing, are interested - or know another GPC member who would be an ideal candidate - we encourage you to provide us a few short paragraphs that cover:

  • The proposed nominee's skills and experience.
  • The proposed nominee's present or past involvement in GPC, if applicable.
  • How the nominee might best contribute to GPC.

Send email to Pamela Smith ( If you have any questions, she can also be reached by phone (416-921-5449 x 303 * 1-800-774-2850 x 303).


Nominations for the 2017 - 2018 GPC Board of Directors must be received by June 7, 2017.

The election of directors will be held at the GPC Annual General Meeting on Monday, August 21, 2017 at the St. John's Convention Centre, located in downtown St. John's, NL at 101 New Gower Street.


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.


Indemnity Agreements

Do all of your directors and officers who sit on subsidiary boards have individual indemnification agreements or are they otherwise indemnified under respective regulations and company by-laws? If individual indemnification agreements are used, how are they structured or managed for the directors and officers who are appointed to multiple entities which may have jurisdictional considerations?

Board Document Management Software

Does anyone have any recommendations on software to handle version control of your draft board documents? We have a shared drive where everything goes, but all of the versions come through me as Board Secretary and I get many multiple versions of documents. I am looking for a better, more efficient way of managing this. We do use a board portal for the final documents for Directors, but I'm talking about drafts and revisions that we review with our executives before we get to the final documents. Any thoughts?

Corporate Secretary (both secretary and groups) effectiveness Survey

Does anyone have the board surveyed on the Corporate Secretary (both secretary and groups) effectiveness?

If so what sort of questions do you have on your survey?

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.

Borden Ladner Gervais LLP

Before sending out that next tweet or posting to a blog, hit the pause button and consider whether the timing and content pass muster. Reporting issuers and their representatives must take note of Staff Notice 51-348 - Staff's Review of Social Media Used by Reporting Issuers - released by the Canadian Securities Administrators (the "CSA") on March 9, 2017 and summarizing findings from its review of social media disclosure of 111 reporting issuers in Alberta, Ontario and Québec (the "Report"). The Report provides guidance based on a review of disclosure by reporting issuers made on social media websites including Facebook, Twitter, YouTube, LinkedIn, Instagram, GooglePlus, amongst others and disclosure posted by issuers on their own websites, message boards and blogs.

Read More

Equity Compensation Plans and Company Websites: New TSX Proposals
Torys LLP.

TSX is proposing new rules for listed companies on security-based compensation arrangements and website postings. In response to substantial feedback from market participants on the original TSX proposals published in mid-2016, the TSX has scaled back the proposed new disclosure requirements for security-based compensation arrangements and reduced the number of documents that would have to be posted on websites. New disclosure would be required on burn rates and the impact of multipliers on the number of securities issuable under security-based compensation arrangements.

Read More

New IOSCO Standard Likely to Yield Increased International Enforcement Cooperation and Integration

Osler, Hoskin & Harcourt LLP

It is trite to say that capital markets know no borders. Increasingly, this reality is prompting capital markets regulators and enforcers around the world to continue to cooperate, collaborate, and, to some degree, integrate their activities. This has put additional pressures on executives and board members responsible for risk management and regulatory compliance, as well as their professional advisors. It is necessary, now more than ever, to keep abreast of evolving regulatory requirements in all countries that affect the business and capital raising activities of their firms and clients.

Read More

IIROC's 2016 enforcement report: Increased activity against individuals
Osler, Hoskin & Harcourt LLP

The Investment Industry Regulatory Organization of Canada ("IIROC") recently published its 2016 Enforcement Report (the "Report"). Like the 2016 enforcement report of the Canadian Securities Regulator, published earlier this year, the IIROC Report reflects that securities regulators seek an ever-more active position in the Canadian regulatory environment. The Report notes that 2016 was a year of increased enforcement activity - both in terms of pure numbers and in terms of the breadth of enforcement. The Report shows the following activity for 2016:

Read More

12 Questions to Determine Board Effectiveness

INSEAD Knowledge

With boards facing increased regulatory and diversity pressures, the basics matter more than ever.

In many countries, boards of directors (particularly those of large organisations) have functioned too long as black boxes. Directors' focus has often - and understandably so - been monopolised by a laundry list of issues to be discussed and typically approved at quarterly meetings. The board's own performance, effectiveness, processes and habits receive scant reflection. Many directors are happy to leave the corporate secretary with the task of keeping sight of governance best practices; certainly they do not regard it as their own responsibility.x

Read More

Are the Floodgates Open in Canada? First Proxy Access Bylaw Proposal Receives Narrow Majority Shareholder Approval

Davies Ward Phillips & Vineberg LLP.

History was made yesterday when the shareholders of Toronto-Dominion Bank (TD Bank) narrowly approved a shareholder proposal asking the board of directors to take the necessary steps to adopt a "proxy access" bylaw. The proposal, which mirrors another proposal submitted by the same shareholder to Royal Bank of Canada (RBC), is the first proxy access proposal made in Canada. Given the widespread support for proxy access in the United States, and the RBC and TD Bank proposals in Canada, Canadian issuers should prepare to face proposals (formal or informal) to implement proxy access in some form. Companies incorporated under the Ontario Business Corporations Act (OBCA) may also see proxy access become a statutory right.

Read More

Is Your Contract with a First Nation Binding? Maybe Not.
Willms & Shier Environmental Lawyers LLP

Industry and First Nation governments frequently contract with each other on the basis that the signature of the Chief, or Chief and Council, is the only requirement to create a binding legal obligation of the First Nation government. In some instances, a band council resolution is requested as additional evidence of authorization, and in others community ratification vote. Is this enough to ensure that a contract between industry and a First Nation government is legally binding? Maybe not.

Read More

Director liability during bankruptcy

Gehlen Dabbs

When a company faces insolvency or bankruptcy, the directors (and sometimes officers) of the company can face personal liability for the company's debts. Although a properly incorporated company is a separate legal person and as a general rule its creditors have no personal claim against the company's directors, there are many exceptions to this rule.

The Other Shoe Drops: The Private Right of Action Under CASL
Davies Ward Phillips & Vineberg LLP

The bulk of Canada's anti-spam law, known colloquially as CASL, came into force on July 1, 2014. CASL sets out strict rules for a variety of online behaviours and is considered the strictest anti-spam law in the world, providing for administrative monetary penalties (AMPs) of up to $1 million for individuals and $10 million for other persons. CASL is jointly enforced by the Canadian Radio-television and Telecommunications Commission, the Competition Bureau and the Privacy Commissioner of Canada, and since its inception there have been prosecutions and undertakings (a form of voluntary settlement available to preclude further action) resulting in AMPs or settlements ranging from $15,000 to $1.1 million.

Read More

The Eco Oro decision - OSC draws the line on private placements during proxy contests
Osler, Hoskin & Harcourt LLP

The Ontario Securities Commission (OSC) has overturned a decision by the Toronto Stock Exchange (TSX) conditionally approving a private placement of shares in the context of a proxy contest. The TSX approved the issuance of almost 10% of the common shares of Eco Oro Minerals Corp. (Eco Oro) to existing shareholders supportive of the incumbent board of directors just eight days prior to the record date for a shareholders meeting requisitioned to replace Eco Oro's board of directors. As a result of this decision, private placements in the context of an ongoing proxy contest and other contested situations may be subject to enhanced scrutiny by the TSX in determining whether the issuance should be subject to shareholder approval. The OSC's decision also effectively unwinds the private placement unless and until it is approved by Eco Oro's shareholders. The OSC's jurisdiction to make this kind of order has been the subject of considerable debate.
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Events & workshops

Onboarding and Educating: The Care and Feeding of New Directors

Calgary : June 8, 2017

Montreal : June 15, 2017

Ottawa : June 16, 2017


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

advertise with us

Are you interested in advertising your product, service and/or business to the GPC market.
Our website and monthly
e-newsletter both offer the opportunity to reach our targeted market.


Contact any one of the GPC staff members to discuss your options today!

Job Postings
Do you have a career opportunity that you would like to share with our readers?  Click here for more details
Recent Job Postings:-
Governance and Project Officer, Cabinet and Corporate Secretariat
Canada Council for the Arts

Corporate Administrator
Finning International Inc.

AVP, Subsidiary Governance
Sun Life Financial

Associate Corporate Secretary
Greater Toronto Airports Authority

Please login to to view all the Job Postings. 
Board of Directors
Lynn Beauregard, President
Governance Professionals of Canada, Toronto, ON
Carmel Bellamy
Corporate Secretary and Sr. Director, Governance, Member & Co-operative Relations, The Co-operators Group Limited, Guelph, ON

Brigitte Catellier
Vice President & Corporate Secretary, Sun Life Financial Inc., Toronto, ON
Misti Christensen, Vice Chair
Sr. Manager Governance and Assistant Secretary, Nexen Energy ULC, Calgary, AB
Alain Dussault
Lawyer, Corporate Secretary's Office, Canadian National Railway Company, Montreal, QC
Glenn Keeling
Sr. Partner, Executive Compensation & Governance, Global Governance Advisors, Toronto, ON
Cyndie Kremyr
Abbotsford, BC
David Masse, Chairman of the Board
Principal, Governance View
Toronto, ON
Sally Maziarz, Secretary
Assistant Corporate Secretary, EPCOR Utilities Inc., Edmonton, AB
Janis McKenzie, Treasurer
Burlington, ON
Bonnie Oakes Charron
Founder and Principal,
Board Concierge, Ottawa , ON
Josée Turcotte
Senior Vice-President, Corporate Secretary and Head of Governance, HSBC Bank of Canada, Toronto, ON

Not a GPC Member?

As a GPC Member, you will have access to:

  • A community of like-minded governance professionals

  • Key governance products, services and solution providers

  • Discounts for 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

  • Monthly electronic newsletter 'Governance Matters' and briefing on the latest developments in governance in Canada and internationally

  • Updates on the latest regulatory developments and their impact, as well as a voice in the consultation process through GPC

  • Preferential access to practical, professional development activities offered by various like-minded partners in Canada and internationally

We are the voice of corporate secretaries and governance professionals in Canada!

If you have any questions or require further information, email us at


Annual Membership Fees


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

  • Individual Professional - Commercial Interests: $515.00 CAD 

  • Individual Professional - Non-commercial Interests: $390.00 CAD

  • Non-practicing: $90.00 CAD

Visit our website - to learn more about GPC membership and membership benefits.

Membership renewal notices 

Membership renewal notices are sent out 2 months prior to your anniversary date. 

If you haven't received your notice, or have questions about your membership, renewal payment or require a credit card authorization form, contact Manager, Membership and Marketing,  Caroline Bucksbaum

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 

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