THE NEWSLETTER FOR GOVERNANCE PROFESSIONALS OF CANADA
November 2019
Thank you to our EGA 2019 Sponsors
GPC's EGA Shortlisted Nominees and Winners Open the market
EGA finalists, sponsors, judges and GPC Board members were invited to ring the opening bell of the stock market at the TMX on Friday, November 8, 2019.
Call for Speakers and Sponsors
Are you interested in getting involved in GPC's professional development and conference content?

Submit your session idea today!

The Governance Professionals of Canada is starting to plan its 2020 Professional Development Calendar and Annual Conference program. We are looking for new, dynamic and engaging speakers and topics!

We invite you to submit your session idea(s) today if you are:

  • A seasoned practitioner in governance (such as a board member, academic, leading consultant)
  • A governance professional with unique experiences and stories to impart
  • A thought leader on new and emerging governance or disruption issues
  • A subject matter expert with an interest in sponsoring a session

If you are interested in submitting a session proposal, please complete your submission by Friday, December 13, 2019.

Session submissions should be trending topics in the realm of governance, but we are seeking topics relevant for all levels and sectors of governance. New perspectives on existing themes are also welcomed. Please highlight what makes your topic stand out!

Thank you in advance for your time in submitting a proposal. Please note that only proposals selected for session development will be contacted.

Begin your speaker submission today by completing the survey.
Are your services and/or products valuable to the governance professional or their organization?

GPC provides multiple engagement and touchpoint opportunities throughout the year, to speak directly to, or engage with our members and our community of governance professionals.

Having a presence at GPC events or activities will provide your organization with the recognition and brand awareness it seeks. You will have the opportunity to connect with influencers in the governance field looking to improve their governance, board processes, or other key strategic practices in their organizations.

To start reviewing the opportunities that GPC has to offer, CLICK HERE for the GPC Annual Sponsorship Package! The more activities you sponsor with GPC, the more influence you gain, and the more you save, with our bundle pricing!
GPC Education Program
Upcoming course dates for 2020! 
For more information regarding GPC-EP visit our website or contact Letricia Fullerton
Professional Development
Below is a lineup of our fall sessions. These will also be available by webinar. Please have a look at the table to find the best learning option for you this fall and winter.
Keep an eye on our Event Listings for more details.

GPC WEBINARS ARE ALSO AVAILABLE YEAR-ROUND!
If you are interested in learning on-the-go, or adding more online learning options to your schedule, you can access impactful webinars, which can be found on our On-Demand Learning page .  
Membership News And Benefits
With just under 1000 members, and recently becoming the first, and only association, to offer a 'Governance in Practice' certification program for governance professionals, GPC is driving growth and innovation for this profession. 
 
We are proud to offer comprehensive coast-to-coast education and networking events and sessions, to ensure members like yourself can receive the latest and greatest insights, tools and support to meet your corporate governance needs. Our Annual Corporate Governance Conference in August attracts over 350 delegates from across the country and our Annual Excellence in Governance Awards gala dinner in November gathers close to 400 representatives of the governance community to celebrate the top governance achievements in the country. 
 
GPC also offers our members an online member directory as well as Requests for Assistance, We are currently updating our Resource Library , and will soon introduce a new Governance Supplier Directory, which will provide our members with an easily searchable listing of governance related product and service providers.  Click here for more Membership Perks.
Join GPC
If you are not a member of GPC, we encourage you AND your team to take advantage of our membership and corporate membership bundles and become a part of this important and growing community of governance professionals. Join here! You will stay up to date with key and important developments in governance, network with and learn from your peers, top practitioners and experts in governance.

Thank you to our members for your continued support and dedication to the profession and to GPC. Members like you help GPC to continue doing what we do. We look forward to continue providing greater opportunities and resources to you.

Please feel free to contact our Membership Coordinator, Crystal Singh, at crystal.singh@gpcanada.org should you have any questions regarding these changes.
GPC Member Spotlight
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 in our monthly Member Spotlight?
Contact info@gpcanada.org for more information!
November 2019 Member Spotlight
Nicholas F. Cheung, CPA, CA, GPC.D, CIPP/C
Professor, School of Accounting and Financial Services, Seneca College

Roles, Responsibilities and Remuneration
The Spoke Club| December 3 | 3:00 – 4:30 pm

As this is the season of giving, we now have a special treat. Just before the festivities, we are partnering with Global Governance Advisors to present a webinar on Compensation and Disclosure Trends. The webinar will be held at the Spoke Club, on December 3rd from 3:00 to 4:30 pm. Some key topics include:

  1. The evolution of the governance professional and current trends in compensation and responsibilities
  2. The impact of technology in the boardroom
  3. ISS guideline update and trends surrounding disclosures
  4. Proposed implementation and changes to current Canadian stock option rules and how to effectively prepare for these stock option rule changes
  5. How the Canadian stock option rules might impact compensation and the attraction, retention and motivation of high-performing executive teams 

Join our moderator, Lynn Beauregard, and our panelists, Paul Gryglewicz and Peter Landers in a discussion addressing this report and much more. The panel will also analyze ISS guideline updates and trends surrounding disclosures, proposed implementation and changes to current Canadian stock option rules and how to prepare for them. 
Join us for the GPC Holiday Reception
The Spoke Club| December 3 | 5:00 – 7:00 pm

The GPC Holiday reception in Toronto is on December 3rd at the Spoke Club in Toronto. We would like to invite you to join us in celebrating our 2019 successes, and to meet your fellow GPC Members and peers, for some fun networking and socializing. Please join us on December 3rd, 2019, from 5:00 pm to 7:30 pm.
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! 
 
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. 
 
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: Ivy Lumia
  • 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.

Looking for feedback on how conflict of interest disclosure questionnaires are handled once they have been completed by board members. Are they vetted? if so by whom? is the information shared with the rest of the board members if so how?
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
OSC publishes ambitious plan to reduce capital markets regulatory burden
Torys LLP 

The OSC has published an ambitious plan to reform Ontario’s securities regulatory regime. The potential reforms, announced on November 19 in the report “ Reducing Regulatory Burden in Ontario’s Capital Markets”, could affect nearly every market participant operating in Ontario’s capital markets—companies, investment funds, dealers and other registered firms, derivatives participants and others.

What you need to know

  • The OSC’s objective is to implement or take significant steps towards implementing many of the reforms within the next 24 months.
  • The list of possible reforms is highly diverse—ranging from updating the OSC website to tackling fundamental issues like whether securities regulation should be more principles-based.
  • In considering changes to the prospectus offering rules, the OSC plans to prioritize not disrupting bought deals or other well-established market practices.
Chicken and Egg: Business Must Embrace the Need for Sustainability Know-How 
Sustainable Life Media, Inc

Professionals who received their education over 10 years ago — and who haven’t upgraded to be able to understand the implications and complexity of sustainability trends, risks and opportunities — may be putting their organizations at risk.

The world is a very different place for those who graduated in 2010 or earlier: Climate change, increasing scarcity of water and other resources, declining biodiversity, digital disruption; and changing government, corporate, consumer and workforce expectations are creating a perfect storm for professionals leading and advising their organizations. These trends are anticipated to affect organizations directly — or indirectly through their supply chains. Professionals need the insights to understand the impacts of these trends on their organization’s operations, not to mention viability — and learn strategies to address or influence them. Some professional groups such as accountants, engineers and governance professionals are reskilling for the new reality, guided by forward-thinking professionals and professional associations.
Corporate Governance Developments Set to Be Codified into the CBCA
Stikeman Elliott LLP

As 2019 comes to an end, we provide a lookback at corporate governance related amendments to the CBCA that have come into force this year and look forward to those slated to come into force in 2020 and beyond.

  • Fiduciary duty guidance is codified.
  • A new focus on diversity, employee well-being and clawback policy reporting.
  • Non-binding annual say-on-pay resolutions mandated. 

In an attempt to enhance retirement security, the Federal Government has adopted amendments to the Canada Business Corporations Act (CBCA) through Bill C-97, Budget Implementation Act, 019, No. 1 (Bill C-97). Initially proposed on April 8, 2019, the Bill C-97 amendments may represent a significant addition to the Canadian corporate governance landscape despite some of the new requirements being familiar to Canadian public companies.
Securities regulators issue guidance on disclosure expectations in the cannabis industry
Torys LLP.

On November 12, Canadian securities regulators in Ontario, British Columbia, Québec, New Brunswick, Saskatchewan, Manitoba and Nova Scotia published Multilateral Staff Notice 51‑359 – Corporate Governance Related Disclosure Expectations for Reporting Issuers in the Cannabis Industry. This guidance was issued to help cannabis issuers strengthen their governance disclosures, including disclosure of financial interests in significant corporate transactions.
The Results Are In: CSA Review of Gender Diversity and Term Limit Disclosure
Fasken Martineau DuMoulin LLP. 

On October 2, 2019, securities regulatory authorities in Alberta, Manitoba, New Brunswick, Nova Scotia, Ontario, Québec and Saskatchewan published CSA Multilateral Staff Notice 58-311 Report on Fifth Staff Review of Disclosure Regarding Women on Boards and in Executive Officer Positions. The notice summarizes a review of the disclosure made by 641 reporting issuers[1] under Form 58-101F1 Corporate Governance Disclosure, particularly as it relates to gender diversity among corporate leadership. The 2019 review is the fifth annual review on the matter. Highlights of the results from this year’s review are set out below.
The Resilience and Agility of Women in Leadership 
Bennett Jones LLP

I recently moderated a panel of three inspiring women leaders from the Canadian Armed Forces (CAF), who spoke candidly about their career challenges and triumphs. The discussion was part of the second annual True Patriot Love Captain Nichola Goddard Fund Reception, hosted at Bennett Jones in Toronto on October 30.

The theme of the panel was resilience and agility in leadership. This was a fitting theme for this namesake event because Captain Goddard, who was killed in combat on May 17, 2006, while serving in Afghanistan, was "known as a forceful and secure commander whose troops were extremely loyal." That is the very definition of an effective leader .
Amendments to the CCAA, BIA and CBCA Now in Force
McMillan LLP.

The Act of Parliament that implemented the 2019 federal budget also included significant changes to Canada’s principal corporate and restructuring statutes. These included changes to the Canada Business Corporations Act (“CBCA”), the Bankruptcy and Insolvency Act (“BIA”) and the Companies Creditors’ Arrangements Act (“CCAA”).[1] One of the reasons for the changes is to make insolvency proceedings more fair, transparent and accessible for workers and pensioners.[2] The changes are now in effect and will have a significant impact on Canadian insolvency law and practice.
Diversity and Corporate Governance - CSA Review Shows Steady, but Slow, Progress in Corporate Diversity
Lawson Lundell LLP.
The Canadian Securities Administrators (CSA) have published a Staff Notice setting out the results of their fifth annual review of representation of women on boards and in executive positions. The annual review is based on disclosure required by certain reporting issuers under changes to National Instrument 58-101 - Disclosure of Corporate Governance Practices (NI 58-101) that came into force on December 31, 2014. This Staff Notice builds on the results of the CSA’s review of corporate diversity in Canada in prior years, as discussed in our October 2018 and October 2017 blog posts.
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
Governance Professionals of Canada
21 St. Clair Avenue East - Suite 802
Toronto, ON M4T
(416) 921-5449