THE NEWSLETTER FOR GOVERNANCE PROFESSIONALS OF CANADA
March 2020
Stay Informed! Free Webinar
If you missed GPC's timely webcasts on COVID-19 and governance implications, or our session on Moving to Virtual AGMs, you can access the webcasts here. 
GPC Education Program - to be offered online!
As organizations continue to grow more complex, and regulations more stringent, governance professionals must be able to monitor key changes and be the conscience of their organizations and boards.
 
The GPC-EP was designed BY governance professionals FOR governance professionals. 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, whether in public, private, not-for-profit or governmental organizations, will gain best practices, skills and tools in governance, and enhance the standard of their profession.
 
Individuals new to the role, as well as seasoned professionals seeking to advance in the profession, enhance their existing skills or refine their skillset will benefit from the program. It has been tailored to meet the unique needs of all governance professionals.
Overview of the Program
GPC-EP is broken down into 3 two-and-half day courses.
 
  • 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 and influencing board dynamics, culture, and 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, minute abd minutes management along with board committee frame work. 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
The course dates are across Canada throughout the year. You may register for each course as a standalone professional development learning opportunity or complete the modules (and pass a final examination) to earn your Governance Professionals of Canada Designation: GPC.D.  

The courses are offered across Canada throughout the year. 2020-2021 dates for our online sessions will be announced shortly.
For more information regarding GPC-EP visit our website or contact Letricia Fullerton
Professional Development
Keep an eye on our Event Listings for our upcoming events!

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 .  
We offer hours of critical content, including our acclaimed ‘Meetings, Minutes and Running Effective Board Meetings’ webinar, updated for a 2020 outlook. Keep an eye on our page, as we will be updating it with new and relevant content from our recent event portfolio. 

Our current Webinar Offerings include:


…and MORE!
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.
2020 GPC Membership Survey
If you have not had the chance, we would kindly like to remind you to participate in our short survey ( And if you have, we thank you very much!) GPC wants to better serve you and our community, understand our members and provide greater opportunities and value.

Share your feedback with us by March 31, 2020 and enter your email at the beginning of the survey to be entered in a draw to win 1 of 5 FREE On-Demand Learning sessions.

GPC thanks you for your time and feedback!
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!
March 2020 Member Spotlight
Dion Abdool, LL.B LEC LL.M FCIS GMP
General Counsel & Corporate Secretary,
Water & Sewerage Authority of Trinidad & Tobago and
Chair, Trinidad and Tobago Transparency Institute

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.

Does any company have any advisories with regards to board meetings and the issue of the corona-virus risk? 

For tax reasons my board is required to have physical meetings with Directors from overseas at least twice a year, in order to demonstrate management control is in the jurisdiction where the company is incorporated.

For instance, what if the WHO comes out with a statement about travel to contain any health risk? Does the Company wait to be reactive to this announcement or proactive in putting in place a resolution only to be used in dire circumstance, e.g. health risk to Directors, etc.  

Noting that the current virus is spreading fast https://www.worldometers.info/coronavirus/#countries there might be a need for many companies to insert an ‘out’ resolution for physical meetings due to travel restrictions. For many it will be an easy process, but for those incorporated for tax reasons it becomes more complex. 

I would appreciate if our members share advice around this issue, from both a legal and tax perspective, as sooner or later boards will be put in the position of not being able to do the physical meeting, because shareholders will refuse to travel or their companies introduce policies to restrict business travel.
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
Let’s meet – just not in person: Taking your annual shareholder meeting online (in a coronavirus world)
Osler, Hoskin & Harcourt LLP

Increased concerns regarding the spread of the coronavirus are prompting companies to look at alternatives to their in-person annual meeting of shareholders, including holding the meeting partly or even wholly online with streamed audio and/or video content. This could potentially accelerate a recent trend in Canada towards considering alternatives to the traditional in-person shareholder meeting, including holding “virtual” shareholder meetings where the meeting is held wholly by electronic means or “hybrid” meetings where there is a physical location for the meeting but shareholders and proxyholders have an opportunity to choose whether to participate in person or electronically..
How boards can approach the Covid-19 pandemic
Corporate Secretary

Ten practical considerations for boards of directors

The Covid-19 pandemic presents complex issues for corporations and their boards of directors to navigate. This briefing is intended to provide a high-level overview of the types of issues boards of both public and private companies may find useful to focus on in the current environment.
Canadian Securities Administrators Provide Update on Filing Delays Due to COVID-19
Goodmans LLP

The Canadian Securities Administrators (CSA) recently provided an update in light of the escalating COVID-19 outbreak. The CSA encourage reporting issuers to contact their principal regulator regarding potential impacts if the outbreak on their disclosure and other obligations, such as filing deadlines and delivery of meeting materials.

COVID-19 and Contractual Business Disputes in Canada
Stanley Park Legal LLP

Part 1: Force Majeure Clauses in Business Agreements and How to Use Them

I would have never expected that our first blog post for Stanley Park Legal's new website would be one about the impact of a global viral pandemic on business contracts and disputes. But here we are, charting new territory and adapting course constantly in the ever changing landscape. While this post will be on the application of force majeure clauses (i.e. clauses dealing with 'greater force' events) in business contracts in Canada specifically in relation to this pandemic, our next two posts will address the doctrine of frustration in contract law in Canada and the application of the International Sale of Goods Act in British Columbia. In each blog post, we will be also suggesting steps that businesses and individuals may take to safeguard their positions in view of the evolving situation.
How board diversity is shifting in Canada
Corporate Secretary

In the final installment of their series on issues facing Canadian public companies in proxy season 2020, Lisa Culbert and Ramandeep Grewal look at developments in board diversity

Board composition continues to be a primary area of focus, particularly as it relates to diversity and gender, in addition to tenure, overboarding and director skills.
Canadian Securities Regulators Offer Filing Relief for Market Participants and Support Virtual Meetings 
Goodmans LLP

The Canadian Securities Administrators (CSA) announced they will allow all Canadian public companies (and other market participants) a temporary 45-day extension of the filing deadline for most securities regulatory filings they are required to make before June 1, 2020. The CSA also indicated they will publish guidance for companies considering conducting their annual meetings online (a so-called “virtual meeting”) to further social distancing measures.
Social Distancing During Proxy Season: Update on Virtual Shareholder Meetings
Stikeman Elliott LLP

As authorities around the world encourage people to refrain from gathering in large groups, Canadian reporting issuers should consider alternative means of holding their annual shareholder meetings during the 2020 proxy season.  

  • Virtual shareholder meetings take place over a technology platform in lieu of or in addition to a physical meeting.
  • An issuer’s ability to hold a virtual-only shareholder meeting will depend both on its governing statute and its constating documents, which should not be interpreted in an unduly restrictive manner.
  • In jurisdictions where it is not possible to hold a virtual-only meeting, issuers may consider holding hybrid meetings or in circumstances where there is no reasonable basis to conclude otherwise, seeking a court order to hold a virtual meeting. 

Canadian securities regulators provide guidance on conducting Annual General Meetings during COVID-19 outbreak
Canadian Securities Administrators

Montreal – With increasing COVID-19 concerns in Canada and proxy season underway, the Canadian Securities Administrators (CSA) are aware that many reporting issuers are considering changes or alternatives to their in-person Annual General Meetings (AGMs). To help address any questions or concerns regarding changes or alternatives to upcoming AGMs, the CSA is providing the following guidance to assist reporting issuers while ensuring they still fulfill their obligations under securities legislation.

2020-2021 Quebec government budget: measures to promote corporate governance practices in favour of the green economy
Langlois lawyers, LLP

On March 10, 2020, Quebec Finance Minister Eric Girard tabled his second budget marked by measures to promote the green economy. He introduced significant measures to electrify transportation, reduce GHGs and adapt to climate change. Recognizing that environmental issues and economic development are among the leading concerns of its citizens, the government is addressing a number of the public’s expectations by inviting the private sector to participate actively in the energy and environmental transition.

Canadian securities regulators provide update on COVID-19 and potential filing delays by reporting issuers
Canadian Securities Administrators

Montreal – The Canadian Securities Administrators (CSA) encourages reporting issuers to contact their principal regulator to discuss any potential effect of the current COVID-19 outbreak on their ability to comply with their obligations under securities legislation, including filing deadlines or delivery of meeting materials.

COVID-19: Toronto Stock Exchange and TSX Venture Exchange Extend Deadlines And Provide Relief
Gowling WLG International Limited.

On March 23, 2020, the Toronto Stock Exchange (TSX) and TSX Venture Exchange (TSX-V) granted relief from stock exchange rules that might have proven difficult for listed issuers to comply with in light of COVID-19.

Will the coronavirus spark a new era of virtual shareholder meetings in Canada?
Norton Rose Fulbright 

Concerns over the coronavirus have prompted issuers to examine whether to hold their upcoming shareholder meetings through electronic means, a format that has seen remarkably slow adoption in Canada. While more common in the US, Canadian issuers have lagged behind, with only four virtual meetings held since the first one in 2017. In contrast, Broadridge hosted 326 virtual meetings in the US in 2019.

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