THE NEWSLETTER FOR GOVERNANCE PROFESSIONALS OF CANADA
February 2020
President Message
Greetings!

MARK YOUR CALENDAR for the 22 nd Annual GPC Conference on Corporate Governance - August 23 - 26, 2020. Planning is already well underway for this year's event and it promises to be another fantastic educational forum, with a backdrop of great ambiance, culture and delicious local wine and cuisine in one uniquely beautiful place: Kelowna, BC.

The GPC annual conference brings together participants from all across Canada and features two and a half days of expert panels, workshops and breakout sessions on top of mind issues, the evolving corporate governance landscape in Canada and internationally, and best practices in the governance field. This year's conference will focus on the challenges of governance as we enter the next decade, and will stir up important dialogues and explore what you need to know to tackle these challenges and to best support your organization. 

The conference attracts between 350 and 400 governance professionals from organizations of all sectors across Canada (including Corporate Secretaries, General Counsel, Head of Legal, Compliance and Risk, CEOs, CFOs and Board Members), and presents a unique opportunity to learn about the current recommended practices in governance. In addition to bringing in some of Canada's top governance practitioners, academics and thought leaders as speakers, the delegates will also have a chance to meet some of their counterparts through our many networking opportunities and social events, as well as to learn from one another and benchmark their practices.  

It is an annual conference NOT TO BE MISSED! Watch for the 'Early Early Bird registration', which will launch in mid-March. GPC has arranged for a preferential rate and room block at the Delta Hotels Grand Okanagan Resort, so you can start making your travel accommodations now. For more details on the accommodations and about the conference, click here.  
 
Sincerely,
Lynn Beauregard
President, Governance Professionals of Canada
In This Issue
  • Call for Speakers and Sponsors
  • Excellence in Governance Awards
  • GPC Education Program
  • Membership News
  • Request for Assistance
  • News and Updates
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: [email protected].
Sponsorship & Partnership Opportunities
To review the complete list of offerings, visit our GPC Annual Sponsorship Package.

To confirm or for more information, contact Albert Orellana.
Annual Conference
Call for Sponsors
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
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.  
Upcoming course dates! 
Foundations of Governance
Edmonton | March 6-8, 2020
Toronto | April 24-26, 2020
Vancouver | May 29-31, 2020
Applied Governance
Ottawa | March 27-29, 2020
Toronto | June 12-14, 2020
Vancouver | September 18-20, 2020
Edmonton | October 23 - 25, 2020
Strategic Governance
Vancouver | March 6-8, 2020 
Toronto | October 2-4, 2020 
Ottawa | November 13 - 15, 2020 
For more information regarding GPC-EP visit our website or contact Letricia Fullerton . 
Professional Development
Below is a lineup of our upcoming 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/spring.
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.
2020 GPC Membership Survey
GPC wants to hear from you! We value our members and appreciate what you have to say, so we prepared this short survey 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 [email protected] 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 [email protected] for more information!
February 2020 Member Spotlight
Trudy Gusse, BA, GPC.D
Director, Governance
Alberta School Employee Benefit Plan

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
Wake-up call for boards as activists doubt their capability
The Australian Financial Review

Shareholder activism hit new heights this year as institutional investors flexed their muscles, forcing executive and director resignations and putting Corporate Australia on notice.

More than a dozen ASX 200 companies received a strike over pay in the latest AGM season and there was a spike in protest votes for director re-elections, as proxy advisers and institutions hammered corporate underperformers and governance laggards.
Preparing for Proxy Season: Board Accountability and Environmental, Social and Governance Factors
Stikeman Elliott LLP

Having completed our annual deep dive into the past year's corporate governance developments and trends, we have developed a four-part series on what you need to know to prepare for the 2020 proxy season. In this first post of the series, we look at board accountability (including the increasingly important "ESG" factors: environmental, social and governance).
EMC Prevails In Climate Change Securities Fraud Action
Norton Rose Fulbright Canada LLP

We recently wrote about a Complaint (the Complaint) brought by the State of New York against ExxonMobil Corporation relating to alleged climate change disclosure securities fraud. In December 2019, the Supreme Court of the State of New York dismissed the State of New York's allegations (People of the State of New York v. Exxon Mobil Corporation, 452044/2018). This post briefly discusses the dismissal and its implications.
Government of Canada strengthening corporate transparency for Canadian businesses
Innovation, Science and Economic Development Canada 

The Government of Canada is ensuring that Canada is an attractive place to do business while protecting the safety and economic interests of Canadians through measures against illicit activities such as money laundering, terrorist financing, tax evasion and tax avoidance. Canadians can trust that businesses in Canada are able to innovate, succeed and contribute in positive ways to the economy when there are strong corporate governance rules in place.
Shift from shareholder to stakeholder is upon us
The Lawyer's Daily

World leaders will soon be gathering in Davos, Switzerland, for the World Economic Forum (WEF). This year’s conversations will focus on strategic topics, including stakeholder responsibility, climate change, inequality and the....
New guidance on special committees and going private transactions
Osler, Hoskin & Harcourt LLP

The Ontario Securities Commission’s (OSC) reasons for its decision in Re The Catalyst Capital Group Inc. [PDF] have important disclosure and procedural implications for material conflict of interest transactions. Although the OSC did not cease trade the privatization proposal by a group of shareholders led by Hudson’s Bay Company (HBC) executive chairman Richard Baker (the Baker Group), it ordered remedial disclosure to address a number of deficiencies as well as the mailing of a blacklined circular to HBC shareholders. In addition, the OSC was critical of the fact that certain business judgments were made by HBC’s lead director prior to the formation of a special committee.

The decision reiterates the importance of establishing a special committee and the engagement of independent legal and financial advisors early in the process of considering a material conflict of interest transaction, as well as the need for detailed disclosure of key judgments made in the course of reviewing and approving the transaction.

Sustainability as BlackRock’s New Standard for Investing
BlackRock, Inc.

Since BlackRock’s founding in 1988, we have worked to anticipate our clients’ needs to help you manage risk and achieve your investment goals. As those needs have evolved, so too has our approach, but it has always been grounded in our fiduciary commitment to you.
Environmental, Social And Governance Performance And Cannabis
Norton Rose Fulbright Canada LLP

The link between positive environmental, social and governance (ESG) performance and economic growth is not new. However, the heightened focus by market participants on value creation through sustainability 1 is new and being driven in part by global trends related to stakeholder ESG awareness and the role of business in society. With the realities of climate change looming large and an increased focus on human rights, cybersecurity, technology and the role of business in society, ESG is garnering increased global attention, especially in emerging industries, and the cannabis industry is no exception. Investor and consumer interest, as well as enhanced legislative requirements are all significant drivers in ESG development. This article will explain ESG fundamentals and how implementation of sustainability strategies can help companies in the cannabis industry differentiate themselves and set the groundwork for future success in a changing business environment.
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 [email protected]
Governance Professionals of Canada
21 St. Clair Avenue East - Suite 802
Toronto, ON M4T
(416) 921-5449