THE NEWSLETTER FOR GOVERNANCE PROFESSIONALS OF CANADA
October 2019
Call for Speakers and Sponsors
Are you interested in getting involved in GPC's professional development and conference content?

Submit your session idea today!

The Governance Professionals of Canada is starting to plan its 2020 Professional Development Calendar and Annual Conference program. We are looking for new, dynamic and engaging speakers and topics!

We invite you to submit your session idea(s) today if you are:

  • A seasoned practitioner in governance (such as a board member, academic, leading consultant)
  • A governance professional with unique experiences and stories to impart
  • A thought leader on new and emerging governance or disruption issues
  • A subject matter expert with an interest in sponsoring a session

If you are interested in submitting a session proposal, please complete your submission by Friday, December 13, 2019.

Session submissions should be trending topics in the realm of governance, but we are seeking topics relevant for all levels and sectors of governance. New perspectives on existing themes are also welcomed. Please highlight what makes your topic stand out!

Thank you in advance for your time in submitting a proposal. Please note that only proposals selected for session development will be contacted.

Begin your speaker submission today by completing the survey.
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!
Excellence In Governance Awards, November 7 th , 2019 | The Carlu, Toronto
The Excellence in Governance Awards (EGAs), now in its seventh year, shines light on the important contribution that governance professionals and their companies make in terms of best practices that build and sustain shareholder and stakeholder value. The prestigious awards recognize trailblazers for their ability to create impact and innovation in the Canadian governance realm.

The Excellence in Governance Awards 7th annual gala dinner and ceremony will take place on Thursday, November 7 at The Carlu in Toronto, ON.

For tickets/tables or more information on the Excellence in Governance Awards, please visit www.gpcanada.org/EGA
GPC Education Program
Upcoming course dates for 2019 and 2020! 
For more information regarding GPC-EP visit our website or contact Letricia Fullerton
Professional Development
Below is a lineup of our fall 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.
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 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.  Click here for more Membership Perks.
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 crystal.singh@gpcanada.org 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 info@gpcanada.org for more information!
October 2019 Member Spotlight
In honor of our 7th Annual Excellence in Governance Awards right around the corner, our very first member spotlight falls on our 2018 award recipient of our inaugural Governance Professional of the Year award, Neil Puddicombe, Associate General Counsel, Bank Board Governance, Bank of Montreal. We hope you will join GPC on November 7th at The Carlu as we announce and celebrate the 2019 Excellence in Governance Awards Winners!

Mark your Calendar for the GPC Holiday Reception
The Spoke Club| December 3 | 5:00 – 7:00 pm

The GPC Holiday reception in Toronto is on December 3rd at the Spoke Club in Toronto. We would like to invite you to join us in celebrating our 2019 successes, and to meet your fellow GPC Members and peers, for some fun networking and socializing. Please join us on December 3rd, 2019, from 5:00 pm to 7:30 pm.

We hope you are also available to join us prior to this holiday celebration, for this year-end recap seminar. Details below:
Compensation and Disclosure Trends
The Spoke Club| December 3 | 3:00 – 4:30 pm

As this is the season of giving, we now have a special treat. Just before the festivities, we are partnering with Global Governance Advisors to present a webinar on Compensation and Disclosure Trends. The webinar will be held at the Spoke Club, on December 3rd from 3:00 to 4:30 pm. Some key topics include:

  1. The evolution of the governance professional and current trends in compensation and responsibilities
  2. The impact of technology in the boardroom
  3. ISS guideline update and trends surrounding disclosures
  4. Proposed implementation and changes to current Canadian stock option rules and how to effectively prepare for these stock option rule changes
  5. How the Canadian stock option rules might impact compensation and the attraction, retention and motivation of high-performing executive teams 

Join Panelists, Lynn Beauregard, Paul Gryglewicz and Peter Landers in a discussion addressing this report and much more. The panel will also analyze ISS guideline updates and trends surrounding disclosures, proposed implementation and changes to current Canadian stock option rules and how to prepare for them. 
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 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.

A member developing guidelines for in camera meetings of our board and its committees. In particular we'd like to address issues such as:
  • can some or all board committees meet in camera;
  • who may attend these meetings;
  • who will take minutes, and what will minutes include;
  • how will decisions taken in camera be communicated to management when management is not present;
  • how will agenda, supporting documents and minutes be circulated and stored.
I'd appreciate if anyone has any ideas, guidelines or protocol to share.
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.
The ICD (in collaboration with GPC, Rotman and Mobilis) releases The Culture Imperative
GPC is pleased to announce the release today of The Culture Imperative , a guide to help directors oversee their corporate cultures. This guidance features invaluable advice shared by Directors and Governance Professionals over a series of cross-country roundtable sessions in the spring and hosted by the ICD, GPC, Rotman and Mobilis.
 
The Culture Imperative contains insights on: 
  • The interdependence of culture and strategy
  • Challenges in understanding your organization's culture
  • Measuring and governing culture for effective ongoing oversight

The guide also provides 12 concrete actions boards can take to better oversee culture. To accompany the release of this guidance, a resource page is available on the ICD website to provide directors with additional curated reading.
A Corporate Secretary Think Tank - US
A Fresh Look at the HRC: An Evolving Mandate & Approach for 2020
News And Updates
British Columbia's New Beneficial Ownership Registry 
McMillan LLP 

In May 2019, the Minister of Finance released a final report relating to the Expert Panel on Money Laundering in B.C.’s Real Estate. This report concluded, among other things, that the “disclosure of beneficial ownership is the single most important measure than can be taken to combat money laundering” and prevent hidden land ownership in B.C. To address issues highlighted in the report, the B.C. government passed its previously announced legislation, the Land Owner Transparency Act (Bill 23-2019)[1] on May 16, 2019 (the “Act”). As discussed in our August 2018 bulletin, the overarching purpose of the Act is to end anonymous land ownership in B.C. The Act purports to do so through, among other things, the creation of a beneficial ownership registry for real estate in B.C. (the “New Registry”).
Blackline Versions of the CSA’s Proposed Draft Amendments to Reduce the Regulatory Burden for Investment Fund Issuers 
Fasken Martineau DuMoulin LLP. 

On September 12, 2019, the Canadian Securities Administrators (the "CSA") published a Notice of Consultation: Reducing Regulatory Burden For Investment Fund Issuers - Phase 2, Stage 1 (the "Publication") (PDF), for a 90-day comment period, which proposes draft amendments aimed at reducing the regulatory burden for investment fund issuers (the "Draft Amendments"). For a summary of this notice, please consult Fasken's bulletin: Reducing Regulatory Burden for Investment Fund Issuers. .
CBCA Reforms: Canadian Government Codifies Corporate Governance Practices
Davies Ward Phillips & Vineberg LLP.

In 2019, the Canadian federal government enacted several important reforms to the Canada Business Corporations Act (CBCA) that reflect its increased focus on corporate governance best practices. In this chapter, we explore key areas in which the amendments will affect Canadian public companies, including requiring public companies to hold annual non-binding “say-on-pay” votes, and prescribing new disclosure requirements regarding diversity, the well-being of companies’ employees, retirees and pensioners, and the clawback of director and executive compensation. We also discuss the codification of key elements of the Supreme Court of Canada’s seminal 2008 decision in BCE Inc. v 1976 Debentureholders regarding directors’ and officers’ duties to act in the best interests of the corporation. Finally, we review the CBCA’s enhanced investigative powers and expanded enforcement provisions, which necessitate attention by private corporations to the statute’s share register requirements.
Canadian securities regulators implement investor protection reforms, strengthening the client-registrant relationship across Canada
Canadian Securities Administrators

Toronto – The Canadian Securities Administrators (CSA) today published rule amendments to implement the Client Focused Reforms (the reforms) across Canada. These reforms are based on the fundamental concept that clients’ interests come first in their dealings with firms and individuals that are registered to give investment advice and trade in securities (registrants).
New guidance on material climate change disclosure for reporting issuers
Norton Rose Fulbright LLP.

On August 1, 2019, the Canadian Securities Administrators (CSA) released CSA Staff Notice 51-358 in efforts to clarify the scope of disclosure for reporting issuers, specifically for smaller issuers. Securities law in Canada requires reporting issuers to disclose material risks affecting their business and, where applicable, the financial impacts of such risks.
Benchmarking Businesses' Privacy Framework: Highlights From The 2019 IAPP-EY Annual Privacy Governance Report
Borden Ladner Gervais LLP
IAPP and EY published their fifth annual Privacy Governance Report (Report) last week.
The authors of the Report surveyed companies across the globe to determine privacy governance trends. The Report aims to understand the structure of businesses’ privacy programs (e.g., budget, staffing, career development), measure privacy compliance efforts (this year, with a focus on compliance with the EU General Data Protection Regulation, or GDPR) and identify recent trends in the daily routines of privacy and data protection professionals.
2019 Diversity Disclosure Practices report – Women in leadership roles at TSX-listed companies
Osler, Hoskin & Harcourt LLP.

Under heightened industry and media scrutiny, TSX-listed companies continue to make progress—albeit limited – in their bid to increase diversity on boards and executive teams.

Osler’s 2019 Diversity Disclosure Practices [PDF] offers an updated snapshot on the representation of women in leadership roles in corporate Canada. Our Corporate Governance Group conducted an extensive review and analysis of diversity disclosure by TSX-listed companies and summarized the results for the full 2018 calendar year as well as the period from January 1, 2019 to July 31, 2019.
Governance Policy Check-Up: It May Be Overdue
Blake, Cassels & Graydon LLP.
With an ever-shifting regulatory landscape filled with complex and evolving risks, public companies need to be vigilant in ensuring that their governance policies appropriately reflect current best practices. However, one size does not fit all, so it is critical to both understand the particular context of the organizational structure, as well as the menu of practices that facilitate the proper running of a public company, with appropriate checks, balances and safeguards in place, to facilitate long-term value creation for stakeholders, within an acceptable risk profile.
Cyber Health Check: How Prepared Is Your Business?
Blake, Cassels & Graydon LLP.

As cyberattacks become both more prevalent and complex, it’s often no longer a matter of “if”, but “when” a breach will occur. However, organizations can take steps to reduce the risk of a breach and to mitigate the impact of a breach should one occur. We outline below five things businesses and business leaders should do to protect against, and prepare for, cyber breaches.
Best Practices for Membership Associations
Miller Thomson LLP.
There are many types of member-based organizations. These include trade and industry associations, community associations, lobbying groups, as well as non-profit social and athletic clubs. While they have many differences, common to each of these entities is a broad membership and a focus on activities that benefit these members or represent their interests or those of their profession or industry.
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
Governance Professionals of Canada
21 St. Clair Avenue East - Suite 802
Toronto, ON M4T
(416) 921-5449