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

 
  
The month of July has come and gone. We are working on finalizing the details for the upcoming Annual Conference this August in Québec City. If you haven't registered there is still time!

Join us for key insights, thought leadership and knowledge sharing in Québec City, August 18 - 21 at the Fairmont Le Château Frontenac. Over 50 speakers will delve into best practices and current trends for all levels of governance professionals and organization types. For two and a half days, you will participate in hard-hitting keynotes and plenaries, concurrent sessions and mini workshops. Invest in your professional learning and register today!
 
Professional Development 
GPC strives to inform, equip and educate those who work in the practice of governance and in the corporate secretarial practice. To empower and inform our members, we are stepping up our Professional Development Sessions and offerings this year, in order to create as many touch points for effective governance.

Here is a lineup of our Fall Sessions. These will also be available by webinar. Please have a look at the table below for all of our options.  
 
Deep Dive Session  Date  Location 
Not for Profit Governance Boot Camp  September 10  Toronto
Best Practices in Subsidiary Governance  September 19  Calgary
Creating a Cyber-Resilient Organization and Managing Privacy  October 2  Toronto 
Governance Deep-Dives for Public Issuers in Canada  October 22  Toronto 
Introduction to Practical Project Management  November 19  Toronto 
We are also planning more sessions of our Meetings, Minutes and Running Effective Board Meetings. 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 our impactful webinars, which can be found on our On-Demand Learning page
 
2019 Excellence in Governance Awards 
The nominations for the 2019 Excellence in Governance Awards are now closed. While our judges review the nominations of exceptional organizations and governance professionals, we are preparing for our 7th annual EG Awards Ceremony. The event will take place on November 7, 2019 at the Carlu in Toronto. You can get your seat or table HERE. We are looking forward to recognizing and celebrating the important contributions of great organizations and governance professionals with these prestigious awards.  
 
 We look forward to seeing you at our events in 2019!

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 | Québec City, QC 
The GPC 2019 Annual Conference is fast approaching!

Enhance your knowledge and stay at the cutting edge - 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. Discussions will focus on: board diversity, corporate culture, whistleblowing, onboarding directors, AGMs and many others. Join the knowledge exchange and 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
If you haven't already done so, register for the GPC Annual Corporate Governance Conference!
THANK YOU TO ALL OUR CONFERENCE SPONSORS/PARTNERS
 
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THANK YOU TO ALL OUR CONFERENCE PARTNERS

Excellence in Governance Awards - NOVEMBER 7TH, 2019
The Carlu, Toronto - Tickets and Tables are now available!  
 
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.  
 
Our 2019 shortlist of nominees will be announced at the 21st Annual Conference in Quebec City, and we are pleased to announce that tickets and tables are now available for the annual Awards gala dinner and ceremony which will take place at the Carlu in Toronto on November 7th. Get yours today! Click here for more information about the awards, and to register for the event.

 

 

To learn more about the EGAs, listen to a recent TMX podcast segment with GPC President, Lynn Beauregard, and EGA judges Geoff Creighton, Blackrock Canada and Catherine Gordon, SimpleLogic, on how EGA recognizes achievements in governance, and how judges assess best practices. To hear the discussion, click here.


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
We are pleased to announce new course dates for 2019 and 2020!
Foundations of Governance  Applied Governance  Strategic Governance 
Edmonton |  March 6-8, 2020  VancouverOctober 4-6, 2019  TorontoSeptember 13-15, 2019 
Toronto |  November 1-3, 2019  Toronto |  June 12-14, 2020  Vancouver |  March 6-8, 2020 
TorontoApril 24-26, 2020  VancouverSeptember 18-20, 2020  EdmontonTBD 
Vancouver |  May 29-31, 2020  Edmonton |  TBD  Toronto |  October 2-4, 2020 
OttawaSeptember 20-22, 2019  OttawaMarch 27-29, 2020  OttawaTBD 
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 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.  
 
GPC Governance Survey Reminder
 
We are still collecting survey results for our annual survey until August 2nd. The Governance Professionals of Canada (GPC) is partnering with Global Governance Advisors to facilitate GPC's Compensation Survey. When you participate in the Compensation Survey, you help to measure and gain relevant insight into compensation and role trends for governance professionals in Canada.  
 
Please take a few minutes to complete the survey. It only takes a few minutes. All responses are anonymous and will be reported in aggregate. Your confidentiality is very important to us. As a token of our appreciation, we will provide you with a report full of invaluable insight on the compensation practice and leading trends in your profession.
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.

Our members span a number of key governance roles including: Chief Governance Officer * Corporate Secretary * Corporate Counsel * Chief Officer/VP/Director of: Corporate Affairs, Legal Services, Compliance, Risk, Sustainability, Environmental, Social and Governance, Shareholder Communications, Investor Relations * CEO * Corporate Director * Board/Committee Chair * Executive Director * Governance Services, Product Providers and Consultants.   
 
Join Today! 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 Governance Library Survey Winners
 
GPC would like to thank each of you who contributed to the GPC Governance Library survey. As one of the many benefits of membership, the Library is your resource for tools, articles, templates and so much more. Congratulations to David Meldrum, Mary Ann Kozlowicz, Terry Knee and Kelly Sullivan for winning a $50 Starbucks gift card! We appreciate your feedback. It will be used to improve our Library for years to come.



How to Get The Savings Offer:


Use your discount code at check-out to take advantage of the special rates.

For GPC association discount code click here.

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.

 

Register of Individuals with Significant Control 

Just wondering how individuals are approaching the new CBCA requirements to prepare Registers for Individuals with Significant Control, where the entities are wholly owned by other Corporations and not "Natural Persons".

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
What research is unearthing about ESG
IR Media Group Ltd.

A roundup of ESG research from the academic world, as collected by Jeff Cossette

Mounting evidence confirms companies can 'do well by doing good.' Now researchers are digging deeper into the nuances of that relationship and discovering the need to distinguish between different types of sustainability practices.

Read More

Investor uncertainty will continue to impact Canadian M&A momentum
Norton Rose Fulbright LLP

Deal count reached a seven-year high in Canada last year, but there has been a loss of momentum in the first half of 2019. On-going trade conflicts and concern over a possible market correction have generated greater economic uncertainty, and the investment outlook for the second half of the year continues to be clouded by these factors.

Read More

Additional Diversity Disclosure Required of CBCA Corporations in 2020

Blake, Cassels & Graydon LLP  

 

Beginning January 1, 2020, distributing corporations (generally, public companies) governed by the Canada Business Corporations Act (CBCA) will be required to provide additional diversity disclosure in connection with their next annual meeting of shareholders held on or after such date.

 

These CBCA amendments implement parts of Bill C-25, An Act to amend the Canada Business Corporations Act, the Canada Cooperatives Act, the Canada Not-for-profit Corporations Act and the Competition Act (see our January 2017 Blakes Bulletin: Proposed Regulations for Revised CBCA Provide Structure to Changes Proposed in Bill C-25), which provisions were also included in the more recent Bill C-97, An Act to implement certain provisions of the budget tabled in Parliament on March 19, 2019 and other measures (see our April 2019 Blakes Bulletin: Broad Changes to CBCA Proposed: Directors' Duties, Additional Disclosure and Annual Say-on-Pay).

A new dimension to directors' duties: Bill C-97
Torys LLP.   

Canadian corporate directors should be aware of Bill C-97 as it articulates meaningful changes to the duties they bear. By altering the Canada Business Corporations Act (CBCA), Bill C-97 expands the class of stakeholders to which directors must turn their minds when stewarding a corporation. Bill C-97 codifies past judicial treatment of this issue and adds new contours to directors' legal obligations. Understanding these developments is of vital importance for boards of directors in discharging their legal duties.

CBCA Amendments Codify Best Interests Considerations

Blake, Cassels & Graydon LLP

 

The federal government's omnibus budget implementation bill (Bill) received royal assent on June 21, 2019, the last sitting day of the House of Commons and Senate before breaking for the summer. Accordingly, certain significant amendments to the Canada Business Corporations Act (CBCA) are now in force, while further amendments are subject to being proclaimed into force by the Governor in Council.

 

These CBCA amendments codify into statute some of the principles relating to directors' duties set out in the Supreme Court of Canada (SCC) 2008 decision BCE Inc. v. 1976 Debentureholders (BCE). They also require that certain CBCA corporations develop an approach to remuneration, hold an annual advisory "say-on-pay" vote, and provide annual disclosures on diversity (including, but not be limited to, Aboriginal Peoples, persons with disabilities, members of visible minorities each as defined by the federal Employment Equity Act), compensation clawback mechanisms and the well-being of employees, retirees and pensioners (see our April 2019 Blakes Bulletin: Broad Changes to CBCA Proposed: Directors' Duties, Additional Disclosure and Annual Say-on-Pay).

Governance Response to Rumors of Bribery
Fasken Martineau DuMoulin LLP. 

Corporate board members devote significant time to financial oversight and strategy, while often neglecting steps needed to protect and promote its most important intangible asset - its culture and reputation. The negative effects of rumors of bribery and corruption can often be as problematics as clear accusations or even convictions.

Interaction Between Privacy and Competition Law in a Digital Economy

Fasken Martineau DuMoulin LLP.

 

In a digital economy, there has been an increasing amount of scrutiny regarding technology's impact on consumers and competition. One key question is whether privacy should be considered a dimension of competition? That is to say, is privacy relevant to the analysis of competitive effects?

 

Competition law incorporates many non-price dimensions of competition, including innovation, quality, variety, service and advertising. One significant type of non-price effect involving data is privacy. Firms may compete to offer better privacy terms to customers over their competitors. However, consumers have vastly different ideas about how or when they want their data to be used. Some find targeted or behavioural advertising invasive, while others appreciate more relevant ads and receive free products or services in exchange for targeted ads.

Governance Response to Rumors of Bribery
Fasken Martineau DuMoulin LLP. 

Corporate board members devote significant time to financial oversight and strategy, while often neglecting steps needed to protect and promote its most important intangible asset - its culture and reputation. The negative effects of rumors of bribery and corruption can often be as problematics as clear accusations or even convictions.

Alberta Securities Commission Signs Enhanced Memorandum Of Understanding To Strengthen Cross-Border Enforcement Cooperation
Norton Rose Fulbright Canada LLP

In July 2019, the Alberta Securities Commission (ASC) joined other signatories, including the Ontario Securities Commission and the United States Securities and Exchange Commission (SEC), by signing the International Organization of Securities Commissions' (IOSCO) Enhanced Multilateral Memorandum of Understanding Concerning Consultation and Cooperation and the Exchange of Information (EMMoU).

This step by the ASC reflects an ongoing increase in cooperation among Canadian and foreign securities regulators in the context of increasingly globalized capital markets.

Read More

Diversity and Inclusivity in the Private Capital Industry - New Benchmark Report Released
McCarthy Tétrault LLP

On June 27, 2019, the Canadian Venture Capital and Private Equity Association ("CVCA"), in partnership with BDC Capital, released its first State of Diversity and Inclusion report (the "CVCA Report"). The CVCA Report is based on data collected by Deloitte in early 2019 from private equity and venture capital firms that are members of the CVCA. The CVCA Report reveals that like so many other industries, including the legal profession, many Canadian PE and VC firms struggle with familiar challenges when it comes to diversity and inclusion.

Read More 

Employee Stock Options: New Tax Rules Implementing $200,000 Annual Limit
McKercher LLP

As part of the 2019 Federal Budget, the Government of Canada proposed new rules which would generally limit certain existing deductions associated with stock options to an annual amount of $200,000 (see our earlier blog on the 2019 budget here). On June 17, 2019, the Government released additional details on the proposal, giving greater information on its application. The purpose of this post is to provide an overview of those details.

Read More

Corporate Governance Principles For Non-Profit Entities
Gardiner Roberts LLP
  • Canada has one of the largest and most vibrant nonprofit and voluntary sectors in the world.
  • It accounts for 6.8 percent of the nation's gross domestic product (GDP) and employs 12 percent of Canada's economically active population.
  • With the significant role nonprofit organizations play in Canadian life and the increasing demand for accountability in nonprofit organizations, more attention is being drawn to governance issues.

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