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

 
  
Where did the month of June go? Here at GPC we have been busy hosting professional development sessions and finalizing the deta ils for the upcoming annual conference this August in Québec City.

We held our Meetings, Minutes and Running Effective Board Meetings workshop for the first time in Halifax on Wednesday, June 12 which was very well received, and we will be continuing to offer this program - and a few others - in other local areas too. Keep an eye on our Event Listings for more details. 

It was a quick turnaround, but we then hosted a very successful panel discussion on Board Diversity - Are you an Agent of Change, at the Spoke Club in Toronto on Thursday, June 13 with a delayed start due to weather and Raptors traffic (thank you to our webinar participants for their patience!) but the discussion was very engaging on how create board diversity in your organization. If you missed the session, or looking for additional learning, access to webinars can be found on our On-Demand Learning page.

Upcoming this fall, we will be offering a suite of new deep dive sessions including: Not for Profit Governance Boot Camp on September 10 in Toronto, Best Practices in Subsidiary Governance on September 19 in Calgary, Cybersecurity and Privacy and the Role of the Board on October 2 in Toronto, Public Issuer Governance on October 22 in Toronto and Practical Project Management on November 19 in Toronto. All of these sessions will also be available by webinar.  

If you haven't already done so, register for the GPC Annual Corporate Governance Conference! We have extended the early-bird registration deadline until this Friday, June 28. Take advantage of the savings and join us in Québec City, August 18 - 21 at the Fairmont Le Château Frontenac. Over 50 speakers will delve into current practices and trends for all levels of governance professionals and organization types over 2.5 days, with hard-hitting keynotes and plenaries, concurrent sessions and mini workshops. Invest in your professional learning and register today!

Also, our special discounted room rates are still available but only until Monday, July 15. Take advantage of the discount and benefit of staying at the host hotel - don't delay in reserving as the room block is limited! Reservation details can be found here.

Nominations for our 2019 Excellence in Governance Awards will also be closing this Friday, June 28. Nominating your own governance team, organization, or on behalf of another organization is EASY and the recognition for your great practices is worth it. Now in its 7th year, the EG Awards continue to recognize and celebrate the important contributions of great organizations and governance professionals. Submit a nomination for these prestigious awards. Begin your nomination today.
 
Lastly, as valued GPC members, we are seeking your input regarding the GPC Governance Library. As one of the many benefits of membership, the Library is your resource for tools, articles, templates and so much more, and we are working on improving it. You can take this short survey by clicking HERE. For your time and input, you stand a chance to win one of four $50 Starbucks gift cards. We appreciate your feedback.

Wishing you a very sunny start to your summer!
 
Sincerely, 
Lynn Beauregard
President, Governance Professionals of Canada  
 
In This ISssue
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Are you interested in advertising your product, service and/or business to the GPC market.
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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
Conference sponsorship opportunities are still available. To review the complete list of offerings, visit our 2019 GPC Annual Sponsorship Package.

To confirm or for more information, contact Albert Orellana.

Annual CONFERENCE
GPC 21st Annual Corporate Governance Conference
August 18 - 21, 2019 | Fairmont Le Château | Quebéc City, QC 
Early-bird registration date extended to Friday, June 28!

Save dollars and invest in your professional learning - register today!

This year's conference theme is: Next Generation Governance: Resilience, Agility and Innovation, and the conference topics will tackle trending issues important for the knowledge and skill-set of all governance professionals. Issues and discussions will include board diversity, corporate culture, whistleblowing, onboarding directors, AGMs and so many others key issues and learnings for your day to day work. Join the knowledge exchange and great networking with like-minded individuals and experts. Confirm your registration today!

This year's plenary and keynotes on the program include:
  • Shifting Mindsets: Agility, Managing Change and Fostering Innovation - An Improv Workshop by Second City Works
  • A Board's Perspective - The To-do List for Resilient Boards of Directors
  • The Role of Governance Professionals in Mediating the Space Between the Board of Directors and Management
  • Becoming a Next Generation Governance Organization - Balancing Risks and Ethics in an Age of Accountability and Transparency
  • Governance in the Eye of the Social Media Hurricane - How Companies and Boards Need to be Agile and Prepare for Crisis Emerging in the New Social Media World
  • Getting the Board's Buy-In: How to Convey Your Message and Prepare for the Inevitable Challenges of the Directors' Q&A
Don't forget to take advantage of the special GPC room rate discount and benefit of staying at the host hotel, the historic Fairmont Le Château Frontenac. The discounted room rate deadline is fast approaching - Monday, July 15. Reservation details can be found here.
THANK YOU TO ALL OUR CONFERENCE SPONSORS/PARTNERS
 
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THANK YOU TO ALL OUR CONFERENCE PARTNERS

Excellence in Governance Awards
The deadline for submissions is coming soon - Friday, June 28!
Get recognized for your governance excellence - nominate your organization today!

The Excellence in Governance Awards (EGAs) recognize the important contribution that organizations and their governance professionals make in terms of best practices that build and sustain shareholder and stakeholder value in Canada. GPC encourages all organizations to take this opportunity to gain recognition for their governance practices.

We encourage companies of all sizes, sectors and industries (listed, private, public, crown, not-for-profit, co-op, etc.) to take part, as the EGAs are designed to recognize excellence across all organizations. 
  • Recognition - It's a prestigious award with media coverage, a gala presentation and published reports. Celebrate your accomplishments!
  • Awareness - Each year the awards gain momentum and further reach to visibility across the profession. Winners and shortlisted nominees raise more awareness for the key role played by good governance.
  • Reputation - As winner or shortlisted, enhance your organization's reputation and inspire others to follow in the path.

There are 11 award categories to submit to, each one offering the utmost recognition as an award winner. Find the category that best suits your governance team and/or organization and submit today!
 
Questions about the awards or submission process? Contact:

Letricia Fullerton
Manager, Education, Administration & Special Projects directly
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
Register for one of these upcoming course dates today!

Applied Governance
Strategic Governance
Vancouver, October 4 - 6, 2019
Toronto, September 13 - 15, 2019
***New dates for 2019/2020 will be announced soon!
 
Professional development
Gain practical tools and skills with one (or a few) of our upcoming professional development sessions
  • Bootcamp for Not for Profit Organizations - September 10, 2019, Toronto
  • Best Practices in Subsidiary Governance - September 19, 2019, Calgary
  • Meetings, Minutes and Running Effective Board Meetings - September 25, 2019 Winnipeg | September 26, 2019 Saskatoon (**Additional cities and dates available.)
  • Cybersecurity and Privacy: The Role of the Board - October 2, 2019, Toronto
  • Public Issuer Governance - October 22, 2019, Toronto
  • Introduction to Practical Project Management - November 19, 2019, Toronto
All of these - and more - professional development sessions are on our Event Listings page.
  
Continue your learning, continue your skills development! With our newest offering,  On-Demand Learning. Access previous professional development session through our archive of GPC webinars.
Membership News
Advancing the Governance Library for GPC Member

GPC is undertaking a special project this summer to assess the current Governance Library. The Library is one of the many benefits available to members only, and we are working to make it even better!
 
The Governance Library is an online collection, available via the website to members, of key resources such as Best Practice templates, a Glossary of Terms, and guidance for Minute-taking. The project strategy is to review the current resources, assess the "IQ" or Information Quality of the items posted, and determine the best path forward for refreshing this member service.

We need your input!

Answer a few short questions by Monday, July 8 about the Governance Library - your use of the information and additional resources you would like to access - and for your time and input, you stand a chance to win one of four $50 Starbucks gift cards.
 
We would also appreciate candid feedback and volunteers for some upcoming focus groups / interviews. If this is of interest, be sure to include your contact information in the survey, or reach out to Letricia Fullerton directly.  
Member-Get-A-Member Campaign Winners 
 
Congratulations to Trudy Gusse and Ann Marie McGovern for being the two lucky winners of our Member-Get-A-Member draw on June 15, 2019.
 
Growing the GPC community allows us to provide bigger and better educational and networking possibilities to our members.
 
We are proud and thankful to have a sea of supportive members. Thank you to all!
 
Changes are on its way!
 
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 certification program, GPC is driving growth and innovation in the industry.

We are proud to be able to offer coast-to-coast educational and networking events and sessions to ensure members like yourself can receive the greatest and latest insights, tools and support to meet your corporate governance needs.

In order to ensure that we can continue to provide exceptional services, GPC will be increasing its membership fees effective July 1, 2019. This increase will allow us to maintain the quality and breadth of our services. You can view the new membership fee pricing here.

Thank you for your interest, support and dedication to the profession and to GPC. It's members like yourself that allow 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 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 
  • Quebec Chapter: Matthew Fireman and Guy Lesperance
  • Saskatchewan Chapter: Sheldon Stener and Bronwynn Cutts
  • Atlantic Chapter: Kate Sullivan
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.

 

Board policies and guidelines 

We are interested in learning what type of policies are used by your organization for the management of the board. Do you use governance guidelines, or meeting guidelines outside of the charters? Do you have a position description for the corporate secretary position? Do you have overall governance principles used by the board to manage their work?

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. 

NEWS AND UPDATES
ESG engagement widespread among governance pros, study finds
Corporate Secretary

Involvement particularly common at larger companies
Most corporate governance professionals, particularly at larger companies, are now dealing directly with investors on ESG-related matters - underlining the importance of the area for shareholder engagement, a new study shows.
CSA Business Plan | 2019 - 2020
Canadian Securities Administrators

This document represents the collective effort by the Canadian Securities Administrators (CSA) to set out, in a clear and comprehensive manner, the priorities that they have committed to pursue together over the next three years. This document was approved on May 28, 2019.
Fixing the Securities Industry Plumbing - The CSA Announce Plans for a New Issuer Electronic Filing System to be Operational by 2021
Borden Ladner Gervais LLP

The Canadian Securities Administrators (CSA) recently announced their progress in developing a new integrated national information and filing system (referred to as the Renewed System), which would replace existing electronic filing systems, including the System for Electronic Document Analysis and Retrieval (SEDAR), the System for Electronic Disclosure by Insiders (SEDI), the National Registration Database (NRD) and the various provincial online filing portals. Details of the Renewed System have not yet been released, but the CSA describe it as a "modernized, more secure and centralized system." The stated intent is to create a single point of access for market participants that is simplified, more user-friendly and cost effective, with modern, browser-based interface and better search capabilities.
Reducing Regulatory Burden - Highlights from the OSC's Third and Final Roundtable
McCarthy Tétrault LLP

As discussed in our recent posting, the Ontario Securities Commission (OSC) has identified regulatory burden reduction as one of its key priorities for the coming year. The Ontario government is actively encouraging these initiatives. The OSC recently established a Burden Reduction Task Force and announced a series of related roundtable discussions for stakeholders.
How GRI targets common language for ESG reporting
Corporate Secretary

What is your methodology and approach to reporting on ESG matters?
The Global Reporting Initiative's (GRI) methodology is encompassed through the GRI Standards, the most widely used sustainability reporting framework in the world. The aim is to help organizations communicate and measure their ESG impacts in a way that conforms to global best practice, understands risks and opportunities, and informs strategic decision-making.
OSC Launches Pre-Filing Review of Mining Technical Disclosure in Short Form Prospectus Offerings
Goodmans LLP

Effective immediately, the Ontario Securities Commission (OSC) announced through OSC Staff Notice 43-706 - Pre-Filing Review of Mining Technical Disclosure that reporting issuers in the mining industry can now request a pre-filing review of public mining technical disclosure before filing a preliminary short form prospectus. Pre-filing reviews of mining technical disclosure provide reporting issuers an opportunity to address any concerns with their technical disclosure before filing a preliminary short form prospectus, thereby avoiding unnecessary delays in what is already a short timeline during short form prospectus offerings.In connection with the new pre-filing review, OSC Director of Corporate Finance, Sonny Randhawa, stated "this initiative will provide greater deal certainty to Ontario mining issuers, helping them avoid potentially costly and disruptive delays in the offering process"..
Highlights from the 2019 Proxy Season
Hugessen Consulting

Hugessen has completed its annual review of the 2019 TSX60 proxy circulars, and we are pleased to share key findings on pay levels, pay design, regulatory updates, Say-on-Pay results and trends in the shareholder community.

Some highlights include:
  • Median CEO pay decreased by 4% year-over-year to ~$8.1mm, following a substantial increase of 13% the year prior
  • Say-on-pay support through the 2018 proxy season remains strong with an average support level of 92%
  • Median director compensation increased by 10% in 2018 to ~$215k
  • The need for effective shareholder engagement continues to expand as public companies are continuously held to increasing scrutiny regarding matters of value creation, governance and environmental & social impact

Read More

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