THE NEWSLETTER FOR GOVERNANCE PROFESSIONALS OF CANADA
January 29, 2021
Honouring the life of Hugh Bolton:
Hugh was the worthy 2017 recipient of the GPC Peter Dey Governance Achievement Award. As a respected Board member and through his commitment to advancing the Dey Report, Hugh had a significant impact on corporate governance in Canada. In all of Hugh’s Board tenures, he consistently demonstrated the highest ethical standards and inspired strong, corporate performance.
 
Thank you, Hugh, for generously providing your leadership and countless hours over the years to help shape good governance and our next generation of leaders.
Our thoughts and prayers are with Hugh’s loved ones. May he rest in eternal peace.
GPC Thought Paper on Purpose Governance: A New Role for the Boards

A summary report from the Purpose Governance panel at the 22nd GPC Annual Corporate Governance Conference

Purpose is replacing profit generation as the reason companies exist. Social purpose in business is becoming a global business trend. Yet how do boards ensure their corporate purpose is future-fit? How do they provide oversight of their corporate purpose? How do directors ensure the purpose is driving corporate strategy and culture and how do they know if the purpose is effectively and authentically implemented? What is driving the corporate purpose trend and why?
GPC Education Program: ‘Governance in Practice’
The only certification program for governance professionals in Canada 
COMMIT and Achieve Your GPC.D - January 2021
Secure your spot to obtain your GPC.D. This designation is geared towards educating and enhancing the profile of the Governance Professional. This program takes a practical deep dive on governance processes and best practices to equip those working in the trenches of governance in their organizations.

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 program content is applicable to most organizations, across multiple sectors and jurisdictions, with a focus squarely on the practical and hands-on best practices of the role.

The education program (GPC-EP) is broken down into three courses. Each course is followed with an examination and a final case study. Completion of all three courses result in the GPC designation – the GPC.D. Although we recommend you taking the courses in order, we understand that this may not always work for everyone’s schedule. For this reason, you are given 2 years to complete all three courses, starting from the time you register in full, to fit your busy schedule.

Program Breakdown:
  • Foundations of Governance - This course 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, committee framework and influencing board dynamics, culture, 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.

  • Applied Governance - This course will provide you with in depth applications in governance for meeting and AGM processes, financial literacy for the non-financial governance professional, minutes/records management, and the core of by-laws. This course will provide you with a more applied approach of the day to day work as a governance professional.

  • Strategic Governance - This course 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.

Become a leading governance professional today with your GPC.D.
Visit our website to view our course dates. Spots are filling up fast!
Professional Development
GPC has been successfully offering informative and insightful courses and webinars, and now due to the evolving situation surrounding COVID-19, we are continuing to deliver our professional development sessions in a virtual format. Please have a look at the list of upcoming sessions below for the list of our regular and new offerings over the coming months. We look forward to seeing you online!
Keep an eye on our Event Listings for more details and for other upcoming virtual workshops and webinars!
GPC PAST WEBINARS ARE AVAILABLE YEAR-ROUND!
Have you missed any of our recent education sessions or webcasts? If you are interested in learning on your own schedule, you can access GPC’s impactful education sessions and webcasts, which can all be found on our On-Demand Learning page.
DEVELOPMENTS IN GOVERNANCE IN THE COVID-19 PANDEMIC
We gathered a special GPC COVID-19 ADVISORY PANEL at the start of the pandemic in 2020, for their insights on how boards need to shift their conversations, and where organizations need to focus their attention as the pandemic continues. Through our special webcats and our panel Q&A, you can tap into our COVID-19 page, to explore how key governance issues are being addressed by organizations in these changing times, now and going forward.

Click here to learn more and to ask our panel questions on your most pressing concerns around Covid-19, and to view previous Q&As.

Membership News And Benefits
GPC Membership Benefits

Not a member yet? Join today and become a part of a community of like-minded professionals: www.gpcanada.org/join

It is important now more than ever for governance professionals to keep up with the changes in this fast-paced environment, and to ensure the most effective and reliant governance processes are in place.
Tap into our resources and expand your perspectives with the GPC community. Our members get exclusive access to our community of members through our Request for Assistance forum, Member Directory, and also to our revamped Governance Resource Library, Education Progams, and much more!

Interested in sampling what GPC has to offer? Enjoy a FREE 3-month Trial Membership to explore the benefits of our nation-wide association of professionals. Email info@gpcanada.org to get your Trial Membership started!
UPDATES
GPC Member Spotlight
January 2021 Member Spotlight

Sandra Alton
Asst. Corporate Secretary & Manager, Member Relations
Gay Lea Foods Co-operative Ltd.

Our GPC members are the driving force that moves our organization towards greater levels of achievement, service and support. For this reason, we are starting a new feature in our newsletter to highlight and recognize the individuals that reflect the essence of Governance Professionals in Canada.

Every month, GPC will be featuring an exceptional and dedicated member and leader, so that you can learn more about your peers and your fellow members at GPC.
Do you or someone you know want to be featured and celebrated for their professional accomplishments in our monthly Member Spotlight?

Contact info@gpcanada.org for more information!
12 Days of GPC

GPC would like to thank everyone who participated in our first ever holiday challenge – 12 Days of GPC.
Thank you for sharing your favourite holiday memories, delectable recipes and ugly sweater selfies! It was heartwarming and delightful to engage with our members and spread a little joy.

Without further delay, here are our 12 Days winners:

1-year membership/renewal
Audree Maude-Goud
Lindsay Koch

Registration for 1 existing GPC programming *up to $500 CAD before tax
Jackie Leib
Alexandria Fisher

50% OFF coupon to GPC’s 2021 Annual Corporate Governance Conference registration
Sarah Govan-Sisk

$50 CAD Amazon gift cards
Terri Uhrich
Kathy Homer
Colleen Ouellette
Bonnie Oakes Charron

FREE upcoming webinar event registrations *up to $500 CAD before tax
Paul Quesnele
Jasmin Carlton

GRAND PRIZE:
Sony Over-Ear Noise Cancelling Bluetooth Headphones & a Logitech Pro Stream 1080hp HD Webcam:
Pam Pinch

Congratulations to all our winners! GPC will contact you to claim your prizes.
GPC Chapters And Local Events
GPC local chapters provide an opportunity to engage with your local peers to exchange ideas, connect with like-minded individuals and grow your corporate network.
 
We want you to get involved!
We are currently looking for Chapter volunteers in Toronto, the East Coast region and Montreal. We are also looking for a chapter chair representative in the East Coast.

Are you interested in volunteering for a local activity? Do you have an idea for a local event or topic for learning? Let us know! GPC is keen to expand local engagement to better serve you. 

  • Meet at least once bimonthly to create and execute local event strategy
  • Host local or virtual events
  • Recruit new members
  • Provide feedback to GPC national office
  • Assist with GPC national office PD events held at their locations
  • Promote GPC and the and success of Canadian governance professionals by advancing their capabilities, prominence and impact through local level events
For more information on your local chapter happenings, or to volunteer - contact your local chapter representative.

  • Vancouver Chapter: Arne Gulstene 
  • Calgary Chapter: Amy Anderson
  • Edmonton Chapter: Aaron Friedenthal 
  • Toronto (GTA) Chapter: Contact GPC National Office directly
  • Ottawa Chapter: Kathy Cauchon and Christine Thomas 
  • Montreal Chapter: Guy L'Espérance and Sophie Van Houtte
  • Saskatchewan Chapter: Sheldon Stener and Bronwynn Cutts

Click here for the member directory to contact your local representative today.
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.

A company is looking to revamp our assessment process to reduce the number of questions. Would anyone be willing to share their assessment questions?
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.
Tell a friend, share a tweet, and spread the news about GPC! Be sure to add us to your network for up-to-date news, networking and governance information.
News And Updates
OSFI Eyes Climate-Related Risks: Releases Discussion Paper And Announces Three Month Consultation
Cassels Brock & Blackwell LLP

On January 11, 2021, the Office of the Superintendent of Financial Institutions (OSFI) launched its three-month consultation on climate-related risks in the Canadian financial sector with the publication of a discussion paper called Navigating Uncertainty in Climate Change: Promoting Preparedness and Resilience to Climate-Related Risks (the Discussion Paper).
Proxy Season Preview 2021: ESG Considerations
Fasken Martineau DuMoulin LLP.

On January 14, 2021, Laurel Hill Advisory Group ("Laurel Hill") and Fasken hosted a webinar on ESG (environmental, social and governance) considerations of which companies should be aware for the upcoming 2021 proxy season. The webinar's panelists were David Salmon of Laurel Hill and Emilie Bundock, Stephen Erlichman and Grant McGlaughlin of Fasken and was moderated by Gordon Raman of Fasken. Set out below are some of the comments made by the speakers on the webinar.
2021 Proxy Advisory Firm Voting Guidelines: Canadian Highlights
Blake, Cassels & Graydon LLP.

In preparation for the upcoming proxy season, issuers should familiarize themselves with the Canadian proxy voting guidelines recently published by Institutional Shareholder Services Inc. (ISS) and Glass Lewis & Co. (Glass Lewis), respectively. This bulletin addresses certain topics covered by the ISS benchmark policy recommendations and Glass Lewis's proxy guidelines and shareholder initiatives guidelines, respectively, in each case for the 2021 proxy season in respect of issuers listed on the Toronto Stock Exchange (TSX).
Environmental, Social & Governance Law in Canada: An Overview for 2021
Stikeman Elliott LLP

Three partners from across our Calgary, Montréal and Toronto offices, recently authored the Canadian chapter of Environmental, Social & Governance Law 2021 – First Edition, published by International Comparative Legal Guides. This chapter provides an excellent overview of this rapidly developing area of law in Canada, focusing on the following topics:

  • Sources and Overview: ESG-related Regulations 
  • Principal Sources of ESG Pressure 
  • Integration of ESG Into Business Operations and Planning 
  • Finance 
  • Impact of COVID-19 
  • Trends Related to ESG
Interview with Nasdaq’s Joan Conley: Lifetime achievement award winner
Corporate Secretary

Joan Conley, senior vice president and corporate secretary with Nasdaq, is the recipient this year of Corporate Secretary’s lifetime achievement award. She talks to Ben Maiden about how governance professionals have adapted to the pandemic and how the role of the corporate secretary has changed, and offers highlights from her many years at Nasdaq

What have been some of the key questions and challenges you have discussed with boards and governance professionals in light of the pandemic?
Up The Creek Without A Paddle: The Law Relating To Unincorporated Associations
Miller Thomson LLP

Charities and non-profit organizations are often faced with the question of whether to incorporate. Some decide that it is not worth the trouble, while others put off the decision until the organization grows in size. There are also those that do not consider the question at all. While members may have the best of intentions, a lack of forethought can have catastrophic outcomes. Any charity or non-profit organization that exists as an unincorporated association is well-advised to consider the benefits of incorporation. Existing as an unincorporated association is a poor choice for most charities and non-profit organizations for two reasons: (1) they lack a separate legal existence apart from their members, exposing their members to personal liability; and (2) with the exception of Quebec, they are not governed by legislation in the Canadian provinces, making good governance next to impossible without a robust written constitution.
CSA Provide New Guidance on Automatic Securities Disposition Plans
Stikeman Elliott LLP

New guidance on automatic securities disposition plans (ASDPs) published by the Canadian Securities Administrators on December 10, 2020 focuses on the reduction of the potential for improper insider trades and enhancing transparency around the establishment and use of ASDPs.
Glass Lewis gender diversity guidelines could impact hundreds of TSX issuers
Borden Ladner Gervais LLP.

Glass, Lewis & Co. (Glass Lewis) recently released its annual voting guidelines for the 2021 proxy season, which include the requirement for TSX-listed issuers to have at least two female board members. Glass Lewis made a number of additional changes to its guidelines, including in relation to other board composition matters, ESG, audit committee matters and exclusive forum provisions. Unless noted otherwise, all changes are effective starting Jan. 1, 2021.
Non-Voting Members Will Remain Non-Voting Under the ONCA
Fasken Martineau DuMoulin LLP

In September 2020, the Ontario Legislative Assembly passed a resolution extending the proclamation period for the Not-for-Profit Corporations Act, 2010 (the “ONCA”) until December 31, 2021, with some notable exceptions. The same resolution provided that certain provisions of the ONCA would not be subject to such extension and would be repealed if they were not brought into force by December 31, 2020. As such provisions were not enforced by December 31, 2020, they were repealed pursuant to Section 10.1 of the Legislation Act, 2006. A list of the significant sections of the ONCA that were repealed are set out in the table at the end of this bulletin. These repealed provisions related to the voting rights of members, specifically the rights of non-voting members and class voting rights in organizations with multiple classes of membership.

Meeting Updates for Not-for-Profit Corporations
Torkin Manes LLP

Since March of 2020, not-for-profit corporations ("NFP") have faced challenges in holding their annual general meetings ("AGM"), special members’ meetings, and directors’ meetings as a result of the restrictions on in-person gatherings due to COVID-19.
Around the globe: Business Human Rights update
Norton Rose Fulbright Canada LLP

2020 has been a significant year for Human Rights, with a raft of developments across the globe.

Businesses are increasingly being required to report upon, and manage, their potential human rights impacts. Stakeholders, including investors, employees and customers are incorporating human rights performance into their decision-making, informed by increased corporate transparency.

We have compiled an interactive guide, summarising developments by jurisdiction and region, including our predictions for 2021 (spoiler alert: we expect more jurisdictions to adopt human rights reporting and due diligence obligations).

New and Improved TSX-V Capital Pool Company (CPC) Program Rules Now in Effect
Torkin Manes LLP

On January 1, 2021, the rules governing the TSX Venture Exchange’s capital pool company (“CPC”) program were significantly changed and improved for the first time in many years. These changes, which followed an extensive review by the TSX-V and dialogue with market participants, are designed to reduce regulatory burden and provide greater incentives and flexibility in using CPCs in a ‘going public’ strategy. The key changes to the CPC program rules are highlighted below.
BlackRock’s shift to ‘net-zero’ investments is accelerating, CEO Larry Fink says
The Globe and Mail Inc.

BlackRock Inc. BLK-N -2.49% decrease is calling for leaders of companies in its massive portfolio to disclose how their businesses will fare in a “net-zero” carbon economy as the world’s largest fund manager accelerates its push to align investments with the fight against climate change.

About GPC 
GPC‘s mandate is to be the voice of governance professionals in Canada. Its members deal with all matters affecting corporate governance, from board and committee processes, management and structure, disclosure, stakeholder engagement, legal and corporate compliance, as well as issues crucial to boards, their accountability and oversight. As such, GPC strives to provide valuable and timely information on recent changes and developments which affect our members – in all industries and sectors (listed, private, public, crown, not for profit, etc). Our members include professionals with positions such as Corporate Secretary, Corporate and General Counsel, Manager Corporate Governance, VP/Director/Officer Compliance, Risk, Legal or Regulatory Affairs, Associate/Assistant Corporate Secretary and Board Administrator, CEO, CFO, Board Chair, Director, Committee Chairs.

Mission Statement
To enhance the recognition and success of Canadian governance professionals by advancing their capabilities, prominence and impact. Together, we define and promote best practices and professionalize the practice of corporate governance in Canada.
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
Governance Professionals of Canada
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