February 26, 2021
GPC Education Program: ‘Governance in Practice’
The standard certification program for governance professionals in Canada 
COMMIT and Achieve Your GPC.D - January 2021
Secure your spot to obtain your GPC.D. This designation is geared towards enhancing the role, knowledge and profile of the Governance Professional. The program takes a practical deep dive on governance processes and best practices to equip those working in the trenches of governance in their organizations.

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, will benefit most from this education program and certification. The program content is applicable to most organizations, across multiple sectors and jurisdictions, with a focus squarely on the practical and hands-on best practices of the role.

The education program (GPC-EP) is broken down into three courses. Each course is followed with an examination and a final case study. Completion of all three courses result in the GPC designation – the GPC.D. Although we recommend you taking the courses in order, we understand that this may not always work for everyone’s schedule. For this reason, you are given 2 years to complete all three courses, starting from the time you register in full, to fit your busy schedule.

Program Breakdown:
  • Foundations of Governance - This course examines 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, committee framework and influencing board dynamics, culture, relationships. This course is 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 provides an in-depth look at applications and leading practices in Board and committee meetings and AGM processes, financial literacy for the non-financial governance professional, minutes/records management, and the core of by-laws. This course provides a more applied approach of the day to day work as a governance professional in the trenches..

  • Strategic Governance - This course is designed to provide tools to achieve a more strategic approach to overall corporate governance. The course focuses on risk from the lens of and the governance professional, the role of governance professional in Board Strategy, Sustainability, ESG, Corporate Purpose, and the Role of the Board, Strategic Finance, and Ethics.

Become a leading governance professional today with your GPC.D!
Visit our website to view our course dates. Spots are filling up fast for 2021!
Professional Development
GPC has been successfully offering informative and insightful courses and webinars, and now due to the evolving situation surrounding COVID-19, we are continuing to deliver our professional development sessions in a virtual format. Please have a look at the list of upcoming sessions below for the list of our regular and new offerings over the coming months. We look forward to seeing you online!
Keep an eye on our Event Listings for more details and for other upcoming virtual workshops and webinars!
Have you missed any of our recent education sessions or webcasts? If you are interested in learning on your own schedule, you can access GPC’s impactful education sessions and webcasts, which can all be found on our On-Demand Learning page.
We gathered a special GPC COVID-19 ADVISORY PANEL at the start of the pandemic in 2020, for their insights on how boards need to shift their conversations, and where organizations need to focus their attention as the pandemic continues. Through our special webcats and our panel Q&A, you can tap into our COVID-19 page, to explore how key governance issues are being addressed by organizations in these changing times, now and going forward.

Click here to learn more and to ask our panel questions on your most pressing concerns around Covid-19, and to view previous Q&As.

Membership News And Benefits
GPC Membership Benefits

Not a member yet? Join today and become a part of a community of like-minded professionals:

It is important now more than ever for governance professionals to keep up with the changes in this fast-paced environment, and to ensure the most effective and reliant governance processes are in place.
Tap into our resources and expand your perspectives with the GPC community. Our members get exclusive access to our community of members through our Request for Assistance forum, Member Directory, and also to our revamped Governance Resource Library, Education Progams, and much more!

Interested in sampling what GPC has to offer? Enjoy a FREE 3-month Trial Membership to explore the benefits of our nation-wide association of professionals. Email to get your Trial Membership started!
GPC Member Spotlight
February 2021 Member Spotlight

Janelle Anderson
Governance Director, Assistant Corporate Secretary
Concentra Bank

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 and celebrated for their professional accomplishments in our monthly Member Spotlight?

Contact for more information!
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!
We are currently looking for Chapter volunteers in Toronto, the East Coast region and Montreal. We are also looking for a chapter chair representative in the East Coast.

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. 

  • Meet at least once bimonthly to create and execute local event strategy
  • Host local or virtual events
  • Recruit new members
  • Provide feedback to GPC national office
  • Assist with GPC national office PD events held at their locations
  • Promote GPC and the and success of Canadian governance professionals by advancing their capabilities, prominence and impact through local level events
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.

I am interested in guidance on when an in camera is appropriate and when in camera minutes are appropriate. My research leads me to understand an in camera may be appropriate in the following situations, and should not otherwise be used:

(a)    to provide an opportunity for the Board to discuss particularly sensitive matters within the jurisdiction of the board (i.e. CEO performance, conflicts of interest, legal issues);
(b)   to provide an opportunity for the Board to discuss sensitive internal board governance matters;
(c)    to provide a forum in which Board members who are reticent or reluctant to speak may indicate this and seek advice on the appropriate way to raise issues of concern;
(d) in the case of internal and external auditors, to safeguard the independence of those auditors by providing direct access to the Audit Committee without members of management in attendance.


  1. Does your organization have an in camera policy? 
  2. Are the reasons listed above similar to your understanding of when an in camera should be used, or are there others?
  3. Do you minute your in cameras? 
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.
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Partner Events:

CFA Society Toronto ESG Bootcamp

CFA Society Toronto is pleased to offer a uniquely designed ESG Bootcamp for portfolio managers, analysts and other investment industry professionals who are in early stages of seeking to improve their working knowledge of ESG integration and how to apply it.

Three, three‐hour interactive virtual sessions (2.5 PL credits per session) provide the real-world fundamentals to understanding ESG. The sessions will be facilitated by ESG Global Advisors, a firm with extensive experience with ESG. In addition, each session will feature a leading practitioner guest speaker who is spearheading their own firms’ approach to ESG integration and climate change‐related issues.

The Bootcamp will provide examples of how ESG can be effectively integrated into the investment process and explain what is driving increased demand for these strategies and the connection to corporate performance. It will also explore the growing focus on climate change risks and opportunities for individual companies and across portfolios. The possible implications of the current COVID‐19 pandemic will be explored throughout each session.
News And Updates
Ontario Capital Markets Modernization Taskforce Issues Final Report
Blake, Cassels & Graydon LLP.

The Ontario Capital Markets Modernization Taskforce (Taskforce) recently delivered its final report (Report), which updates and expands on the recommendations contained in its July 2020 initial consultation report (Initial Report), to the Minister of Finance. See our bulletin on the Initial Report here. The Report includes wide-ranging recommendations relating to the regulation of Ontario’s capital markets and reflects feedback received by the Taskforce from more than 130 stakeholder comment letters on the Initial Report.

The Minister of Finance struck the Taskforce in February 2020. The Taskforce was mandated to propose changes to improve Ontario’s regulatory structure, ensure a level playing field, foster innovation and enhance enforcement and investor protection.

Canadian securities regulators publish findings of COVID-19 disclosure review
Canadian Securities Administrators

Toronto – The Canadian Securities Administrators (CSA) today published key findings of recently completed reviews of issuers’ COVID-19 disclosure. Guidance and disclosure examples have been provided to assist issuers with reporting on the impacts of COVID-19 to their business and operations.
OSC Reduces Regulatory Burden for International Capital Markets Participants
Blake, Cassels & Graydon LLP.

On February 18, 2021, the Ontario Securities Commission (OSC) issued Ontario Instrument 33-507 Exemption from Underwriting Conflicts Disclosure Requirements (Interim Class Order) (Ontario Instrument). The Ontario Instrument provides blanket exemptive relief from the underwriter conflicts disclosure requirements of National Instrument 33-105 Underwriting Conflicts (Underwriter Conflicts Rule) for private placement distributions of eligible foreign securities to permitted clients, on an interim basis. Accordingly, the only Canadian disclosure required for “Regulation S only” global offerings of eligible foreign securities to Ontario permitted clients is the standard “wrapper exemption” notice paragraph relating to Canadian statutory rights of action. The requirement to complete and file an exempt distribution report on Form 45-106F1, and pay the related filing fee within 10 days of closing, continues to apply.
Canadian securities regulators on track to publish recommendations on self-regulatory organization framework
Canadian Securities Administrators

Toronto – The Canadian Securities Administrators (CSA) is on track to release specific recommendations this summer for the regulatory framework currently occupied by two SROs – the Investment Industry Regulatory Organization of Canada (IIROC) and the Mutual Fund Dealers Association of Canada (MFDA).

Science-Based GHG Emissions Reduction Targets
ESG Global Advisors Inc.

The growing recognition of the systemic economic risks from climate change has resulted in a call to action to reduce global greenhouse gas (GHG) emissions. This will require a coordinated effort by governments and companies in setting emissions reduction targets that limit global temperature increases to levels consistent with scientific assessments. This piece provides an overview of the fundamentals of science-based targets (SBTs) and key considerations for companies.

Matters to Consider for the 2021 Annual General Meeting and Proxy Season
Lawson Lundell LLP

Every year, reporting issuers are faced with the task of tailoring the disclosure for their annual general meeting to an ever-evolving list of changes in corporate and securities laws, updates to stock exchange rules, new guidance from proxy advisors and regulators and developing corporate governance trends.
A Review Of 2020: A Catalyst For Corporate Governance Change
Norton Rose Fulbright LLP

The COVID-19 pandemic coupled with the fight against anti-Black systemic racism has had a significant and potentially long-lasting impact on corporate governance.

In its report entitled “The New Abnormal: How 2020 Has Changed the Future of Corporate Governance” (the Report), Kingsdale Advisors (Kingsdale) notes that directors have faced a string of challenges in 2020 that have required innovative and agile leadership. The Report analyzes some key corporate governance trends, including the following:
2020 Canadian Corporate Law Update
Gowling WLG International Limited.

2020 has been a year of many changes, including changes in corporate law across Canada. In this article, we provide a summary of recent corporate developments in various provinces.
About GPC 
GPC‘s mandate is to be the voice of governance professionals in Canada. Its members deal with all matters affecting corporate governance, from board and committee processes, management and structure, disclosure, stakeholder engagement, legal and corporate compliance, as well as issues crucial to boards, their accountability and oversight. As such, GPC strives to provide valuable and timely information on recent changes and developments which affect our members – in all industries and sectors (listed, private, public, crown, not for profit, etc). Our members include professionals with positions such as Corporate Secretary, Corporate and General Counsel, Manager Corporate Governance, VP/Director/Officer Compliance, Risk, Legal or Regulatory Affairs, Associate/Assistant Corporate Secretary and Board Administrator, CEO, CFO, Board Chair, Director, Committee Chairs.

Mission Statement
To enhance the recognition and success of Canadian governance professionals by advancing their capabilities, prominence and impact. Together, we define and promote best practices and professionalize the practice of corporate governance in Canada.
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
Governance Professionals of Canada
21 St. Clair Avenue East - Suite 802
Toronto, ON M4T
(416) 921-5449