THE NEWSLETTER FOR GOVERNANCE PROFESSIONALS OF CANADA
September 30, 2020
GPC 22nd Annual Corporate Governance Conference
2020 & Beyond ... The Future of Governance is NOW

Our annual conference attracts governance professionals from organizations of all sectors across Canada. It is a unique opportunity to network with your colleagues and key subject matter experts. It provides invaluable opportunities to exchange ideas, to discuss current challenges and to share best practices

The virtual conference will bring together participants from all across Canada and feature two-days of expert panels and breakout sessions on top of mind issues, the evolving corporate governance landscape in Canada and internationally, and on best practices in governance.

Check out the virtual platform for the summit HERE
Thank you to our Conference Sponsors & Partners
Official partner & Presenting Sponsor
2020 Sponsorship & Partnership Opportunities with GPC
GPC Virtual Summit: Book now! your sponsorship or exhibitor booth for the GPC Virtual Governance Summit on October 6th and 7th! Exhibitor and session sponsor opportunities are limited, so contact us to get involved ASAP!
PD Sessions: As a direct result of COVID-19 and social distancing regulations, we have pivoted to alternative and innovative delivery channels to keep delivering top of mind content through virtual platforms. National level coverage is guaranteed to provide your brand with exposure to executives and decision makers in governance, in a wide array of organizations in Canada.

GPC has created this detailed package on all of our 2020 sponsorship opportunities including: Professional Development Sessions through the year, Our ‘Excellence in Governance Awards (EGAs)’ , the Governance Education Certification Program, our monthly E-Newsletter: ‘Governance Matters’, more online brand visibility through our website and program web pages, as well as our new virtual Governance Summit!

We invite you to review our various offerings and how you can leverage more visibility with GPC, especially in these challenging times, and let us know how we can customize any solution to meet your needs. We offer discount bundles, multi-item options and added value packages, if more than one opportunity is considered.

Contact us for any questions, ideas, or to finalize your sponsorship package!
GPC Education Program: ‘Governance in Practice’
New Dates are now available for the Governance in Practice Education Program (GPC-EP)!
The only practical certification available for governance professionals in Canada. It is designed to provide hands-on knowledge and tools to ensure that your overall corporate governance processes are effective, and to ensure your organization's success. In this program you will focus on key governance trends, developments and practices such as managing board processes, minutes, by-laws, records, as well as explore the role of governance professional in board strategy, CSR sustainability and ESG and minutes management, among others.

Visit our website for more information and secure your spot today!
For more information regarding GPC-EP visit our website or contact Letricia Fullerton
Professional Development
Due to the evolving situation surrounding COVID-19, we are continuing to deliver our professional development sessions in a virtual format.

Have a look at the list of sessions below. 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!
DEVELOPMENTS IN GOVERNANCE IN THE COVID-19 PANDEMIC
We continue to engage with our special GPC COVID-19 ADVISORY PANEL for their insights on how boards will need to shift their conversations, and where organizations will have 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.

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.
Our current Webinar and Webcast Offerings include:
 
  • Covid-19: Governance, Risk Implications, and the Role of the Board
  • Moving to Virtual AGMs in the age of COVID-1
  • The ‘New Normal’ in Governance: Managing Shifting Board Priorities in COVID Times and Beyond
  • Organizational Culture and the Role of the Board
  • Cybersecurity Preparedness
  • The Case for ESG Governance: Best Practices and Perspectives on the Sustainability and Corporate Social Responsibility Role of the Board and Governance Professional
  • Strategy and Business Planning Bootcamp for the Governance Professional 
…and MORE!
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
September 2020 Member Spotlight

Marion Haggarty-France 
Former University Secretary
University of Alberta

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!
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: 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.

We are reviewing our reporting structure and we are wondering about best practices on the above. I currently report to the President-CEO and I know that this role often reports to the Board Chair. What are the best practices, pros and cons, etc. This review is being done in light of the recently announced retirement of the current PCEO....and planning the future.

I was wondering how other organizations are approaching Diversity, Equity and Inclusion within their organization and Board. I was hoping you could point me in the right direction for examples of:

  • Terms of Reference for such a committee
  • Diversity and Inclusion Policies that may already exist for Boards, Staff and Procurement.
  • Initiatives around internal training around these issues
  • More generally, concrete actions that have been taken around reconciliation and systemic racism.
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.
Our Thought Leadership report is ready for all to view!
While the awareness of governance is generally increasing around the world, countries may still differ significantly with regard to corporate governance. Similarly, the role of the corporate secretary and governance professional may also vary from country to country with regard to recognition, functions and even naming conventions. This contributes to misperceptions, which suggest a more administrative function, whilst the strategic roles, stakeholder communication and overall support for the Board are diminished.

CSIA, with support from its member countries, has produced the publication The Corporate Secretary – Roles, Regulations and Governance: A Global Comparative Survey to highlight the significance and unique expertise of the over 100,000 corporate secretary and governance professional members working in nearly 100 countries across the globe. 

This comparative report of countries in jurisdictions across the globe is aimed at facilitating an understanding of the recognition of the corporate secretary and governance professional, the governance role corporate secretaries perform as part of discharging their regulatory compliance and demonstrating how the role of the corporate secretary and governance professional has evolved in line with developments over the last few years.
News And Updates
Dialing In: Adapting To Virtual Shareholder Meetings
Norton Rose Fulbright LLP

The Shift to a Virtual World
The COVID-19 pandemic has altered and changed many familiar corporate operational and governance practices and norms, including how issuers host their annual general meetings (AGMs). Broadridge Financial Solutions reported hosting 300 virtual meetings in 2019 and approximately 1500 virtual meetings this year thus far.
D&O Insurance Update
Goodmans LLP

The D&O insurance market for private and public companies has been challenging for some time. Premiums and deductibles have been increasing sharply and businesses in some sectors have been unable to obtain adequate coverage or renew their policies at any price. COVID-19 has intensified these challenges.

D&O insurers are currently scrutinizing company financials and future prospects, leaving far less room for insureds to negotiate policy terms than in the past. At the same time, independent directors may want greater D&O protection, especially where operations are impacted by the pandemic.
Self-regulation in Canada – time for a change in changing times?
Borden Ladner Gervais LLP

Throughout the history of the securities industry in Canada, the industry itself has played a critical role in the regulation and oversight of the conduct of its members. For nearly 20 years, securities trading activities have been regulated by two industry-led self-regulatory organizations (SROs). These are the Investment Industry Regulatory Organization of Canada (IIROC), which oversees all investment dealers and trading activity on debt and equity markets in Canada, and the Mutual Fund Dealers Association of Canada (the MFDA), which is responsible for oversight of mutual fund dealers in Canada (except in Québec). Both IIROC and the MFDA are recognized as SROs and are overseen by the Canadian Securities Administrators (CSA) under applicable securities regulation. IIROC and its predecessor, the Investment Dealers Association of Canada, have been regulating investment dealers as a recognized SRO since 1995, although the IDA’s origins and operations date back much earlier to 1916. Calls to reform the SRO structure have risen occasionally through the years, both from within the structure itself – such as the debates over the regulation of mutual fund distribution that led to the creation of the MFDA in 1995 – and from external parties such as the C.D. Howe Institute, which issued a report on SRO reform in October 2019.

Is Your Business Growing? Make Sure You’re Compliant With Pay Equity Obligations
Aird & Berlis LLP.

Employers with 10 or more employees in Ontario are required to preserve pay equity in accordance with the Ontario Pay Equity Act, RSO 1990, c P7 (“PEA”). When many American or international companies first expand into Canada, their operations are small enough that the PEA often does not apply. However, as they grow, companies should be aware of their pay equity obligations.
Canadian securities regulators provide update on timing of annual report on women on boards and in executive officer positions 
Canadian Securities Administrators

Toronto – The securities regulatory authorities in Alberta, Manitoba, New Brunswick, Nova Scotia, Ontario, Québec and Saskatchewan (the participating jurisdictions) are providing an update on the timing of the annual report on women on boards and in executive officer positions. The report summarizes results from the participating jurisdictions’ review focusing on disclosure requirements regarding the representation of women on boards and in executive officer positions, as set out in National Instrument 58-101 Disclosure of Corporate Governance Practices.
Global Trends in Shareholder Activism Amidst COVID-19
Norton Rose Fulbright LLP

According to a review of shareholder activism by Lazard (the Lazard Review) that examined global activism trends in the first half of 2020 (H1 2020), economic uncertainty brought on by the COVID-19 pandemic, coupled with heightened awareness of widening socioeconomic inequalities around the world, has altered shareholder activism activity globally. We highlight some important trends to watch as companies and shareholders continue into the second half of 2020.
Amendments to NI 51-102 Continuous Disclosure Obligations Related to Business Acquisition Reports
Bennett Jones LLP

The Canadian Securities Administrators recently published amendments to National Instrument 51-102 Continuous Disclosure Requirements (NI 51-102) related to the Business Acquisition Report (BAR) requirements. The amendments are intended to reduce the regulatory burden on reporting issuers that are not venture issuers (i.e., issuers that are listed on the TSX and not the TSXV) by changing the criteria under which an acquisition is considered a significant acquisition.

Shareholder actions for loss of share value: Are they now possible?
Torkin Manes LLP

At common law, a corporation has always been treated as a discrete legal entity from its shareholders. The rule in Foss v. Harbottle (1843), 67 E.R. 189 (U.K.H.L.) provides that only the corporation, not its shareholders, may start a lawsuit for wrongs done to it.

There are exceptions, such as “derivative actions.” But even in those cases, the shareholders commence the derivative action “on behalf of” the corporation. The lawsuit belongs to the company, not the shareholders.

Getting M&A Deals Done in the COVID-19 Era 
McMillan LLP

The novel coronavirus (COVID-19) pandemic has resulted in many unforeseen challenges for Canadian businesses as they struggle to adapt to the impact of COVID-19 on their operations. It is unsurprising then that we have seen a significant disruption in merger and acquisition (M&A) markets, as deals have been put on hold or abandoned as a result of this uncertainty, and many fewer new deals have been proposed. Valuations are uncertain and financing may be difficult to obtain.

A New Privacy Law for Ontario? Towards a “Made-in-Ontario” Response to Global Developments
Fasken Martineau DuMoulin LLP

On August 13, 2020, the Government of Ontario launched a consultation to consider improvements to that province's privacy laws. The focus of the consultation and the accompanying discussion paper (PDF) is the possible creation of a provincial private-sector privacy law. Ontario does not have a general privacy law that applies to private-sector businesses and organizations. For Ontario businesses and consumers, privacy, and the handling of personal information by private sector organizations, is governed by the federal Personal Information Protection and Electronic Documents Act (PIPEDA).

Statement of Intent to Work Together Towards Comprehensive Corporate Reporting

Summary of alignment discussions among leading sustainability and integrated reporting organisations CDP, CDSB, GRI, IIRC and SASB

In the last two decades, the context in which businesses operate has changed radically – economically, socially and environmentally. As business has benefitted from economic growth, globalisation, increased consumption and fossil fuel supplies, it has reinforced and expanded its role as the major provider of goods, jobs and infrastructure worldwide. As such, its contribution to critical sustainability1 topics – like climate change, biodiversity, access to medicines, wages and skills – has also grown. At the same time, the rise of technology has ensured that stakeholders, not just shareholders, are now able to challenge businesses on how they behave. As a result, transparent measurement and disclosure of sustainability performance is now considered to be a fundamental part of effective business management, and essential for preserving trust in business as a force for good.

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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(416) 921-5449