THE NEWSLETTER FOR GOVERNANCE PROFESSIONALS OF CANADA
SEPTEMBER 2019
president's Message 

 
  
Fall is officially here, and with a new season comes new beginnings, especially for Governance Professionals of Canada. Nicholas Cheung, Senior Director, Communications at FP Canada has become the newest addition to GPC's Board of Directors. Say hello and connect with Nicholas as we warmly welcome him on this journey with GPC.  
 
Within this edition of our newsletter, we are sharing some key findings gleaned from our 2019 Report on Governance Professionals Responsibilities & Remuneration and 2019 Key Trends in Corporate Governance Report. We trust that you will find valuable information that can be leveraged to the value of you and your organization.
 
To empower and inform our members, we are offering great professional development sessions in order to create as many touch points for effective governance in as many relevant areas as possible. 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.
Keep an eye on our Event Listings for more details. 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.  
 
Also, have you marked your calendar for the 7th annual Excellence in Governance Awards Ceremony? The event will take place on November 7, 2019 at the Carlu in Toronto. Get your seat or table HERE! We will be recognizing and celebrating the important contributions of great organizations and governance professionals with these prestigious awards and we hope to see you there!  
 
Sincerely, 
Lynn Beauregard
President, Governance Professionals of Canada  
 
In This ISssue
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.
SPONSORSHIP & PARTNERSHIP OPPORTUNITIES
To review the complete list of offerings, visit our 2019 GPC Annual Sponsorship Package.

To confirm or for more information, contact Albert Orellana.

Excellence in Governance Awards - NOVEMBER 7TH, 2019
The Carlu, Toronto - Tickets and Tables are now available!  
 
GPC unveiled the 2019 Excellence in Governance Awards Shortlist of nominees at the 21st Annual Conference in Quebec City. We would like to thank all of those who submitted a nomination for this year's EGAs.  
 
We hope to see everyone at the dinner and awards gala, where we will hand out the trophies to the winners, on November 7th at the Carlu in Toronto. This prestigious event has become an important annual gathering the governance community in Canada, to recognize the contributions of organizations toward excellence in governance.  
 
We encourage you to come and be a part of this important event, not only to cheer on your favourite nominees and network with a prestigious audience of top governance practitioners and board members, but to also learn more about winning governance from those who will take home the stunning GPC EGA trophies.  
 
Get yours today! Click here for more information about the awards, and to register for the event.

Questions about the awards or submission process? Contact:
 
Letricia Fullerton
Manager, Education, Administration & Special Projects
egawards@gpcanada.org
GPC Education program

The Governance Professionals Education Program (GPC-EP) is the only practical course available for governance professionals in Canada. It is designed to provide you with the tools and practical knowledge to ensure that your overall corporate governance processes and programs are effective and fine-tuned, to ensure your organization's success. In the course you will focus on such topics as 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, among others.  

For more information regarding GPC-EP visit our website or contact Letricia Fullerton
Upcoming course dates for 2019 and 2020!
Foundations of Governance  Applied Governance  Strategic Governance 
Edmonton |  March 6-8, 2020  VancouverOctober 4-6, 2019  Vancouver |  March 6-8, 2020  
Toronto |  November 1-3, 2019  Toronto |  June 12-14, 2020  EdmontonTBD  
TorontoApril 24-26, 2020  VancouverSeptember 18-20, 2020  Toronto |  October 2-4, 2020  
Vancouver |  May 29-31, 2020  Edmonton |  TBD  OttawaTBD  
OttawaSeptember 20-22, 2019  OttawaMarch 27-29, 2020   
Membership News and Benefits
Since its inception in 1994, GPC has grown immensely. With over 800 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 working on 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.

2019 Key Trends in Corporate Governance 
 
Thank you for signing up for the Compensation Governance Partners (CGP) and Governance Professionals of Canada (GPC)
2019 Key Trends in Corporate Governance webinar. We hope that this information will be useful to you and to your organization. Please find the full report here as well as the link to the webinar recording .

This event also qualifies for continuing education credits for GPC (1 GEC credit) and Directors College (1 CPD credit).

2019 Report On Governance Professionals Responsibilities &  Remuneration
 
On behalf of Governance Professionals of Canada (GPC) and our partner Global Governance Advisors, thank you to everyone who has contributed to the annual Compensation Survey. Your feedback helps us to measure and gain relevant insight into compensation and role trends for governance professionals in Canada. Enclosed is the Survey report of invaluable insight on the compensation practice and leading trends in your profession.
 
The Case for ESG Governance: Discussion Paper
 
ESG Governance is becoming a new board standard, yet in general, boards and those who advise them lack education, case studies, guidelines and benchmarks to help them enhance board competency in this area. To address this gap, Governance Professionals of Canada facilitated a session on ESG Governance in Vancouver, on May 27, 2019. It was attended by participants from a cross-section of business, academia and the non-profit sectors, and included people in corporate director, governance professional, sustainability and investment roles. Thank you to everyone who attended "The Case for ESG Governance: Best Practices and Perspectives on the Role of the Board and of the Governance Professional." Please find key discussion points, ESG issues and best practices for your review. We hope you will find this as valuable as we have.
 
The Value of Good Governance
 
The role of the Governance Professional continues to evolve in response to arising issues and challenges. In serving the board and the organizations best interests, Governance Professionals may need to align with strategic allies within the organization. Lynn Beauregard delves deeply into this synergy and how this collaboration best benefits organizational best practices. ( Click Here for the full article
 
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
  • Quebec Chapter: Matthew Fireman and Guy L'Espérance
  • 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.

 

Stakeholders and shareholders 

We are looking for source literature that refers to the obligations of a Board to take into account the interests of multiple stakeholders and not only shareholders.  

 

We understand that governance policy in the US is also changing in this respect and aligning with Canadian policy. Any literature on this more recent development would be appreciated.

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. 

CGP Webinar: Sustainability Metrics in Canadian Executiev Compensation


2019 Proxy Season Launch Review

Kingsdale Advisors is hosting a 2019 Proxy Season Launch Review across Canada. For more information and more details, please see their PSR Invitation. http://www.kingsdaleadvisors.com/images/resources/PDFs/PSR_Invite_2019.pdf

DEAP
 
One of our partner organizations, The Chartered Governance Institute of Canada, is hosting DEAP, a sharply focused 3-day Director Education program. This workshop is designed for busy people who want to enhance their competencies as current or future Board Directors. Upon successful completion, you will be awarded the Accredited Director designation (Acc.Dir.), demonstrating your professional ability to take on the challenges of the role. Sign up for this critical content, coming this fall:
 
Date: October 9-11, 2019
Time: 8am-4:30pm (daily)
Cost: $4,000 ($3,750 for registration before September 9)
Location: Vancouver, BC (exact location TBC) 
Date: November 21-23, 2019
Time: 8am-4:30pm (daily)
Cost: $4,000 ($3,750 for registration before October 21)
Location: Toronto, ON (exact location TBC) 
Register here.  Register here.  
 
NEWS AND UPDATES
A Material Difference: The Distinction Between CSR and ESG

ESG Global Advisors Inc. 

 

The terms "ESG" (Environmental, Social and Governance) and "CSR" (Corporate Social Responsibility) are often used interchangeably. However, they are distinctly different and it is important for companies to understand the difference given investors' focus on ESG. This piece clarifies the difference between the two terms and the implications for companies with respect to reporting and oversight of material ESG factors.

Read More

Canadian securities regulators propose eight initiatives to reduce regulatory burden for investment funds
Canadian Securities Administrators

Montreal and Toronto- The Canadian Securities Administrators (CSA) today published for comment proposed rule amendments aimed at implementing eight initiatives that seek to eliminate duplicative requirements, streamline regulatory processes, codify frequently-granted exemptions from certain rules for investment funds, and eliminate the need for certain regulatory approvals. These proposed changes are part of the CSA's ongoing work to reduce regulatory burden for investment funds.

Read More

2019 Diversity Disclosure Practices report - Women in leadership roles at TSX-listed companies

Osler, Hoskin & Harcourt LLP

Under heightened industry and media scrutiny, TSX-listed companies continue to make progress-albeit limited - in their bid to increase diversity on boards and executive teams.

Osler's 2019 Diversity Disclosure Practices [PDF] offers an updated snapshot on the representation of women in leadership roles in corporate Canada. Our Corporate Governance Group conducted an extensive review and analysis of diversity disclosure by TSX-listed companies and summarized the results for the full 2018 calendar year as well as the period from January 1, 2019 to July 31, 2019..

Environmental Update: Recent Regulatory Developments

Davies Ward Phillips & Vineberg LLP.

This past summer witnessed a number of significant legislative changes to Canada's environmental regimes at both the federal and provincial levels. The highly anticipated Impact Assessment Act came into force along with amendments to the Fisheries Act, while changes to provincial regimes in Ontario and Québec are under way. In this article, we provide a high-level review of the most notable changes and the developments expected over the coming months. We note that transitional rules may apply.

Organizing An Ontario Health Team: Considerations When Creating A Governance Framework
Borden Ladner Gervais LLP

The Connecting Care Act, 2019 (CCA) enables the designation of integrated care delivery systems, which are being referred to as Ontario Health Teams (OHTs). Once designated by the Minister of Health (Minister), the Minister and Ontario Health, the new province-wide agency that is taking on many of the functions of the local health integration networks (LHINs), will treat an OHT like a health service provider for the purposes of the CCA.
Business Roundtable Issues Expanded "Corporate Purpose" Statement, With Commitment To All Stakeholder Interests

Davies Ward Phillips & Vineberg LLP.

The Business Roundtable, an association of CEOs of major U.S. corporations, recently issued its "Statement on the Purpose of the Corporation." The statement underscores the Business Roundtable's commitment to all stakeholders of corporations, including their customers, employees, suppliers, communities and shareholders. The statement is intended to reflect a modern standard for corporate responsibility and represents a departure from the Business Roundtable's prior endorsement of the principles of shareholder primacy - namely, that corporations exist principally to serve shareholders. It also signals that its signatories are committed to balancing the interests of the various stakeholders of their corporations, including (but not exclusively focused on) their shareholders.

Cyber Insurance And D&O Liability

Dentons

In the past decade, there have been several reports of cybersecurity attacks and data breaches to large corporations.1 In many cases, those affected by the breach want to hold the directors and officers accountable, as they feel the corporation failed to implement the proper security measures to prevent a breach from happening or did not effectively handle the aftermath of the breach. However, directors and officers generally enjoy limited personal liability subject to a few exceptions.2 Nevertheless, as more specific guidance emerges for directors and officers handling cybersecurity issues, the scope of this liability may widen.3 Thus, directors and officers should not take comfort in the substantial barriers that prevent them from being held liable for issues relating to the organization.4 In fact, despite these substantial barriers, shareholders continue to pursue derivative actions against directors and officers.

Promoting Diversity In The Boardroom And Within Management: New Diversity Disclosure Requirements For CBCA Distributing Companies

Fasken Martineau DuMoulin LLP

As of January 1, 2020, distributing corporations governed by the Canada Business Corporations Act (CBCA) will be required to provide additional information to shareholders regarding diversity among their boards of directors and within senior management of the corporation. The additional diversity disclosure will be required in conjunction with the corporation's notice of meeting and/or management proxy circular for its annual meeting of shareholders to be held in 2020. Distributing corporations, typically public companies, will be required to disclose diversity policies as well as numbers and percentages of members of "designated groups" (as further described below), namely, women, Aboriginal persons, members of visible minorities and persons with disabilities which are identified among their directors and senior management.

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