THE NEWSLETTER FOR GOVERNANCE PROFESSIONALS OF CANADA
October 30, 2020
GPC 22nd Annual Corporate Governance Conference
2020 & Beyond ... The Future of Governance is NOW
The 22nd Annual Corporate Governance Conference was live on October 6th and 7th, 2020 but all of the valuable content is still available with the hottest and latest governance topics, led by 50 powerhouse speakers!

Enjoy the FULL conference at your pace and on your time until December 31, 2020! REGISTER HERE
As our first online conference, the content has become more accessible than ever, and we would hate to see you miss out on all that is has to offer. 

Here are a few of the many amazing testimonials we have already received to date:

“I'm really enjoying the virtual format and the fact that I can go back and hear sessions that
I wasn't able to attend.”

“A lot of important and timely issues discussed...and the messages will reverberate through
out board rooms for years to come.”

“The virtual platform you used was fantastic. I rate it a 10/10 experience for sure! The GPC team
once again hit it out of the park and it was great to be part of this conference again!”  

“I could never have imagined that a virtual conference would be so engaging and informative.
Also, a big thank you to the speakers for their insights and to the sponsors who made it all possible.”

Congratulations to our Leaderboard Game winners!

During the live event, our conference engagement leaderboard game was fiercely enjoyed by all the participants. Congratulations to the top winners in each category!

And a big thank you to all the attendees for their participation and engagement.

Overall Engagement Prize (most points accumulated)

  • Kanchan Singh Mehta with 25,650 points
  • Marina Jagbandhansingh with 25,250 points
They both Win a full Conference Attendance Registration Pass for the 23rd Corporate Governance Conference in 2021

They all win a $50 Amazon Gift Card (3rd to 7th place)
  • Connie Lillico with 23,200 points
  • Jay Ayoub with 20,050 points
  • Michael Powell with 19,450 points
  • Caroline Moreau with 18,250 points
  • Colleen Ouellette with 18,100 points

Overall Exhibitor engagement
Fitbit Versa 3 ($300) 1st place
  • Kanchan Singh Mehta with 13,800 booth exhibit engagement points

Overall Exhibitor engagement
Nest Cam Indoor Security Camera ($179) (Works with Amazon Alexa) 2nd place
  • Caroline Moreau with 10,900 booth exhibit engagement points

Overall Session Engagement Prize
Fitbit Versa 2 Health & Fitness Smartwatch ($260)
  • Marina Jagbandhansingh with 5,100 session engagement points
Thank you to our Conference Sponsors & Partners
Official partner & Presenting Sponsor
2021 GPC Call for Speakers, Sponsors and White Papers
Time to start getting ready for next year’s GPC education programming and annual conference!

Watch out for our Call for Speakers, Sponsors and White Papers in your inbox next week

We are developing our Professional Development Calendar and Annual Conference programming for 2021 and we are looking for dynamic and engaging speakers as well as session topic ideas on new or developing issues.
We look forward to your submissions next week!
GPC Education Program: ‘Governance in Practice’
The only practical certification program for governance professionals in Canada 
New Dates are now available for the Governance in Practice Education Program (GPC-EP)!
The only practical certification available for governance professionals in Canada. It is designed to provide hands-on knowledge and tools to ensure that your overall corporate governance processes are effective, and to ensure your organization's success. In this program you will focus on key governance trends, developments and practices such as managing board processes, minutes, by-laws, records, as well as explore the role of governance professional in board strategy, CSR sustainability and ESG and minutes management, among others.

Visit our website for more information and secure your spot today!
For more information regarding GPC-EP visit our website or contact Letricia Fullerton
Professional Development
Governance in the New Decade: The Rise of Boardroom ESG
In September 2020, GPC hosted a full-day conference on ESG Governance. The event, Governance in the New Decade: The Rise of Boardroom ESG, highlighted many important and timely topics, such as COVID-19, systemic racism, and climate change. The ESG Conference can still be viewed online HERE.


GPC has released a report on the finding and discussions from this conference, exclusively available to GPC members HERE.

Not a member? Join GPC today to unlock access to this report and many others!

This summary report was produced by the ESG Conference Chair, Coro Strandberg, President of Strandberg Consulting and ESG/Purpose Governance faculty member of GPC’s Governance in Practice Education Program.
Due to the evolving situation surrounding COVID-19, we are continuing to deliver our professional development sessions in a virtual format.

Have a look at the list of sessions below. 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!
DEVELOPMENTS IN GOVERNANCE IN THE COVID-19 PANDEMIC
We continue to engage with our special GPC COVID-19 ADVISORY PANEL for their insights on how boards will need to shift their conversations, and where organizations will have 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.

GPC PAST WEBINARS ARE AVAILABLE YEAR-ROUND!
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.
Our current Webinar and Webcast Offerings include:
 
  • Covid-19: Governance, Risk Implications, and the Role of the Board
  • Moving to Virtual AGMs in the age of COVID-1
  • The ‘New Normal’ in Governance: Managing Shifting Board Priorities in COVID Times and Beyond
  • Organizational Culture and the Role of the Board
  • Cybersecurity Preparedness
  • The Case for ESG Governance: Best Practices and Perspectives on the Sustainability and Corporate Social Responsibility Role of the Board and Governance Professional
  • Strategy and Business Planning Bootcamp for the Governance Professional 
…and MORE!
Membership News And Benefits
GPC Membership Benefits

Not a member yet? Join today and become a part of a community of like-minded professionals: www.gpcanada.org/join

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 info@gpcanada.org to get your Trial Membership started!
UPDATES
GPC Member Spotlight
October 2020 Member Spotlight

Dawn Bell
VP Governance & Compliance
TCU Financial Group

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 info@gpcanada.org 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!
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.

We are reviewing our reporting structure and we are wondering about best practices on the above. I currently report to the President-CEO and I know that this role often reports to the Board Chair. What are the best practices, pros and cons, etc. This review is being done in light of the recently announced retirement of the current PCEO....and planning the future.

I was wondering how other organizations are approaching Diversity, Equity and Inclusion within their organization and Board. I was hoping you could point me in the right direction for examples of:

  • Terms of Reference for such a committee
  • Diversity and Inclusion Policies that may already exist for Boards, Staff and Procurement.
  • Initiatives around internal training around these issues
  • More generally, concrete actions that have been taken around reconciliation and systemic racism.
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.
SPONSORED CONTENT
Five Key Considerations When Evaluating a Board Portal

The right board management software can improve governance and board efficiencies while allowing board members to collaborate within a secure platform. When evaluating a board software provider, it’s important to ask questions across five essential categories. To help your organization with this process, we’ve compiled a list of key questions, along with the responses to look for. How a provider responds to these questions will determine your board’s success with the software. (Click here for more!)

Don't miss the GLOBAL PARITY SUMMIT
Nov. 12 & 13, 2020
CELEBRATING WOMEN IN GOVERNANCE’S 10th ANNIVERSARY
 
Studies show that it will take almost 180 years to achieve gender parity in Canada and in the US. Unacceptable, right? LET’S CHANGE THE TIMELINE! Presented by RBC and co-chaired by Monique Leroux, Vice-Chair, Fiera Holdings and Chair of Canada's Industry Strategy Council, and Norman Steinberg, Vice-Chair of BFL Canada, this unprecedented event will take place online on November 12 from 5:30pm to 8:30pm and November 13 from 11:30am to 3pm EST and will bring together international leaders, women and men, working together to achieve parity.
 
Join us to accelerate moving the needle!
 
Discover the program HERE
GPC is a proud partner of Corporate Secretary in their US Corporate Governance Awards Program
and Corporate Secretary Forum.
News And Updates
M&A considerations for companies in financial distress
Borden Ladner Gervais LLP

This is part three of a series focusing on current M&A trends, opportunities and challenges

The COVID-19 global pandemic has impacted virtually all industries, most of which have experienced the consequences of reduced demand, shuttered operations, supply chain disruptions and the like. Unlike previous economic downturns, where there was a certain amount of lead time to prepare for the leaner times to come, the speed at which the pandemic hit the Canadian economy left very little time for businesses to react. Many businesses, including those with sound underlying operations, are in some form of financial distress, which can include being unable to meet obligations as they come due, breaching covenants with major creditors, or being unable to obtain new financing or refinance existing obligations.
Ontario Proposes Changes to Business Corporations Act
Blake, Cassels & Graydon LLP.

On October 6, 2020, the Government of Ontario introduced for first reading Bill 213, Better for People, Smarter for Business Act, 2020 (Act), which, if enacted, will make two significant amendments to the Ontario Business Corporations Act (OBCA). These proposed changes include elimination of the director residency requirement for OBCA corporations and, in the case of privately held OBCA corporations, more flexible rules regarding the approval of written shareholder resolutions. The Act would also make numerous amendments to other legislation with the stated aim of easing regulatory burdens in the province.
Far Away Yet Close to Home: Why International ESG Regulation Matters for Canadian Companies and Investors
ESG Global Advisors Inc.

There is a significant global trend toward the adoption of ESG-related regulations. Can ESG regulations in other markets impact Canadian companies and institutional investors, and how should Canadian companies respond?

Governance in a Nascent Industry: Lessons from Canada’s “Green Rush”
Borden Ladner Gervais LLP

Chapter 9 of Davies Governance Insights 2020

Traduction en cours.

In the two years that have passed since Canada became the first industrialized country to legalize recreational cannabis use, the industry has experienced unprecedented levels of growth and interest, a phenomenon widely referred to as Canada’s “Green Rush.” Such rapid development, however, has not occurred without significant challenges – particularly in the realm of corporate governance. In this chapter, we draw upon core lessons learned from Canada’s burgeoning cannabis industry to examine three key governance practices that should be considered by junior issuers or those operating in other nascent industries. In our view, proactive actions, such as installing an independent and experienced board at the outset that oversees key operations, establishing robust internal controls and risk management frameworks, combined with transparent and timely disclosure practices, will best position issuers for future success.

Canadian securities regulators provide guidance to issuers on reporting impact of COVID-19
Canadian Securities Administrators

The Canadian Securities Administrators (CSA) published its biennial report on its continuous disclosure review program. Due to the ongoing impact of the COVID-19 pandemic, the report also includes guidance for issuers on reporting the impact of COVID-19.

“The report is intended to help public companies understand and comply with their continuous disclosure obligations under securities law,” said Louis Morisset, CSA Chair and President and CEO of the Autorité des marchés financiers. “Market participants and investors expect reporting issuers to provide clear disclosure on how COVID-19 is impacting their business. The report will assist these issuers when preparing their financial statements and MD&A, including information about operating performance, financial position, liquidity and future prospects.”
Report: 2020 Diversity Disclosure Practices - Diversity and leadership at Canadian public companies
Osler, Hoskin & Harcourt LLP


The diversity of boards and executive teams in corporate Canada is a key focus of regulators, institutional investors and the media alike. Over the past year, this diversity discussion has continued to show slow growth in the advancement of women in leadership positions, accompanied by an expanded focus into other facets of diversity. This year, new disclosure requirements under the Canada Business Corporations Act (CBCA) broadened the range of corporations required to provide disclosure regarding women in leadership positions and added new requirements for disclosure regarding visible minorities, Aboriginal peoples and persons with disabilities.
Updates of Interest to Ontario Not-for-Profits and Canadian Registered Charities
Torkin Manes LLP Barristers & Solicitors

In the past few weeks, there have been several regulatory developments that impact Ontario not-for-profit corporations (NFPs) and Canadian registered charities.

With respect to Ontario NFPs, the provincial Government recently announced that the temporary legislative amendments made earlier this year to allow Ontario NFPs to hold virtual meetings would be extended. In addition, on September 21, 2020, a motion was passed to extend the deadline to proclaim Ontario’s Not-for-Profit Corporations Act (ONCA) into force in response to continued delays (Motion).
SEC enhances its whistleblower program to further incentivize tips
Osler, Hoskin & Harcourt LLP

In what is described as an attempt to provide more clarity to whistleblowers and increase efficiency and transparency, on September 23, 2020, the Securities and Exchange Commission (the “SEC") voted to adopt significant amendments to the rules governing its heralded whistleblower program (the “SEC’s Program”). When the formal whistleblower initiative was introduced, it was said to be a significant “game changer” for regulators in need of leads from those who have knowledge of potential wrongdoing. The SEC established its bounty program 10 years ago to encourage individuals to voluntarily report high-quality tips to the SEC regarding potential securities law violations. Since the inception of the program and its first award in 2012, the SEC has issued nearly $562 million to 106 individuals, with awards ranging between $50,000 to $50 million. See here and here for our previous blog posts comparing and contrasting the SEC’s Program with that of the Ontario Securities Commission (the “OSC”).
Canadian Governance Diversity Disclosure Obligations: Get on Board
McInnes Cooper

Recent incidents in Canada and U.S. have impinged that the impact of systemic racism must be explored in both public and private entities. The first appointment of a Minister of Diversity and Inclusion and Youth in 2019 and the September 23, 2020 Speech from the Throne make it very clear: the Government of Canada is focused on tackling systemic racism in public entities and systems. Many private entities have also taken this opportunity to reflect on their diversity and inclusion practices with renewed pledges and passion to break down barriers. This is a time when corporate governance diversity disclosure requirements offer a starting point to increase representation on boards and in senior management.

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 info@gpcanada.org
Governance Professionals of Canada
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