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

 
  
The 21st Annual GPC Corporate Governance Conference was held in Québec City this past August 18th to 21st, with about 330 in attendance. It was a resounding success with a perfect mixture of engaging content, great networking, and the stunning scenery of Québec City.  
 
Over 50 speakers delved into recommended practices and current trends, with powerful insights, practical strategies, thought leadership and in-depth knowledge, on how to address this ever-changing world of governance in the face of shifting systems and untimely disruptors.  
 
The entire conference was abuzz with incredible liveliness and energy from start to finish, and the speakers and sessions were all incredibly engaging. A huge thank you to all of those who contributed to the success of this event, including our amazing sponsors and exhibitors! Photos of the event can be accessed here
 
At the event, we graduated our second cohort of the GPC Education Program, and wish to congratulate all of the graduates, as their dedication and diligence in their learning journey is to be commended.  
 
We also awarded this year's Joyce Borden Reed Award to David Masse, past Chair of the GPC Board, in recognition for his past and continued efforts to advance the interests of GPC in the Canadian governance community.  
 
Last but certainly not least, GPC unveiled the 2019 Excellence in Governance Awards Shortlist of nominees. GPC received around 70 nominations this year from organizations across all sectors. We would like to thank all of those who submitted a nomination for this year's EGAs. We hope to see everyone at the dinner and awards gala, where we will hand out the trophies to the winners, on November 7th at the Carlu in Toronto. To view the 2019 Shortlisted companies and to buy your gala tickets or tables, click here.  
 
As we approach the Labour Day weekend, we wish everyone a safe and happy holiday.  

Sincerely, 
Lynn Beauregard
President, Governance Professionals of Canada  
 
In This ISssue
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SPONSORSHIP & PARTNERSHIP OPPORTUNITIES
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 
Thank you to everyone who participated in our 2019 Annual Conference!

A Resounding Success!

THANK YOU TO ALL OUR CONFERENCE SPONSORS AND PARTNERS 
 
Official Partner of GPC
 
Printed Materials
2019 Conference App Provider
Official Distribution Partener










   
 



 



 
Excellence in Governance Awards - NOVEMBER 7TH, 2019
The Carlu, Toronto - Tickets and Tables are now available!  
 
GPC unveiled the 2019 Excellence in Governance Awards Shortlist of nominees at the 21st Annual Conference in Quebec City. We would like to thank all of those who submitted a nomination for this year's EGAs.  
 
We hope to see everyone at the dinner and awards gala, where we will hand out the trophies to the winners, on November 7th at the Carlu in Toronto. This prestigious event has become an important annual gathering the governance community in Canada, to recognize the contributions of organizations toward excellence in governance.  
 
We encourage you to come and be a part of this important event, not only to cheer on your favourite nominees and network with a prestigious audience of top governance practitioners and board members, but to also learn more about winning governance from those who will take home the stunning GPC EGA trophies.  
 
Get yours today! Click here for more information about the awards, and to register for the event.

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
Upcoming 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
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 in as many relevant areas as possible.

Here is a lineup of our fall sessions. These will also be available by webinar. Gain practical tools and skills with one (or a few) of our upcoming professional development sessions. 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. Our closest dates are September 25, 2019 in Winnipeg and September 26, 2019 in Saskatoon. Additional cities and dates are available. Please keep an eye on our Event Listings for more details. Continue your learning and skills development! If you are interested in learning on-the-go, or adding more online learning options to your schedule, you can access impactful webinars with our newest offering, On-Demand Learning. Access previous professional development session through our archive of GPC webinars.

KEY TRENDS IN CORPORATE GOVERNANCE WEBINAR
Webinar - September 9th - 12 pm - 1PM EST  
Governance Professionals of Canada, in partnership with Compensation Governance Partners, recently conducted the 2019 Corporate Governance Practices Survey.
 
Compensation Governance Partners will be hosting a one-hour webinar on September 9th, at 12 pm EST, to reveal the survey results and explore the Key Trends in Corporate Governance 2019.  
 
 
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.  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.

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.  
 
DEAP
 
One of our partner organizations, The Chartered Governance Institute of Canada, is hosting DEAP, a sharply focused 3-day Director Education program. This workshop is designed for busy people who want to enhance their competencies as current or future Board Directors. Upon successful completion, you will be awarded the Accredited Director designation (Acc.Dir.), demonstrating your professional ability to take on the challenges of the role. Sign up for this critical content, coming this fall:
 
Date: October 9-11, 2019
Time: 8am-4:30pm (daily)
Cost: $4,000 ($3,750 for registration before September 9)
Location: Vancouver, BC (exact location TBC) 
Date: November 21-23, 2019
Time: 8am-4:30pm (daily)
Cost: $4,000 ($3,750 for registration before October 21)
Location: Toronto, ON (exact location TBC) 
Register here.  Register 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.

 

Governance Committee - composition 

For the past and current Board Chair, the governance committee has been comprised of the board chair, audit committee chair and HR committee chair. It's my belief that those three positions are the executive of the board and the governance committee should be a separate group. Does anyone have this composition as well, if so, why... If not, does anyone have a separate TOR for the board executive?

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
OSC and CSA Publish Priorities for the Coming Years

McCarthy Tétrault LLP.
 

Each year the Ontario Securities Commission (the "OSC") publishes its Statement of Priorities outlining its goals and priorities for the current fiscal year. The OSC recently published its 2019-2020 Statement of Priorities. Every three years the Canadian Securities Administrators (the "CSA") set out the priorities they have committed to pursue for the next three years in a business plan. This year marked the end of its previous business plan and the CSA recently published its 2019-2022 CSA Business Plan.

Read More

Pricing Legal Services in a Changing World: Part 1
Stikeman Elliott LLP.

In the first of a two-part series, we survey the expanded options for pricing legal services that have emerged over the last decade for clients in the market generally, and at Stikeman Elliott. Our next post will focus on how clients choose among different available pricing models in different circumstances.

In the wake of the 2008 crash, legal fees came under the microscope around the globe, and a new mindset towards pricing legal services emerged. A decade ago, the Association of Corporate Counsel launched the "ACC Value Challenge" to promote alternative fee arrangements and "value-based billing" divorced from hourly rates. Over the same period, the rise of legal technologies created new opportunities for automating services which don't fit well in an hourly billing model.

Read More

U.S. changes affecting your business: Capital markets update

Torys LLP.

 

Canadian rules governing at-the-market offerings may soon be streamlined in a manner that would facilitate both Canada-only and Canada-U.S. ATM offerings. ATM offerings involve an issuer selling securities from time-to-time at prevailing market prices on a stock exchange. Under the existing Canadian regime, issuers wishing to conduct ATM offerings must obtain exemptive relief from securities regulators because certain Canadian public offering requirements are incompatible with ATM offerings, e.g., the requirement to physically deliver a prospectus to investors disclosing the rights and remedies available if the document contains a misrepresentation. The exemptive relief orders generally require the number of equity securities sold per trading day not to exceed 25% of the total trading volume. Moreover, the maximum amount that may be sold in an ATM offering in Canada is 10% of the market value of the issuer's outstanding equity securities.

CSA Staff Notice Provides Guidance on Climate Change-Related Risk Disclosure
Bennett Jones LLP.

On August 1, 2019, the Canadian Securities Administrators (CSA) issued CSA Staff Notice 51-358: Reporting of Climate Change-related Risks (the "Notice") that provides guidance on risk identification and disclosure by reporting issuers as it relates to climate change.

The Notice does not create any new legal requirements or modify any existing legal requirements, but expands on CSA Staff Notice 51-333: Environmental Reporting Guidance, which provides guidance on a broad range of environmental matters (including climate change), and CSA Staff Notice 51-354: Report on Climate change-related Disclosure Project. The Notice provides issuers guidance to assist in identifying and disclosing climate change-related risks with a focus on an issuer's disclosure obligations as it relates to its Management Discussion and Analysis and Annual Information Form.

CBCA Diversity Disclosure Requirements Effective for 2020 Proxy Season

Goodmans LLP

 

For the upcoming 2020 proxy season, new disclosure requirements will be effective for publicly-listed corporations incorporated under the Canada Business Corporations Act (CBCA). They mandate additional diversity disclosure in connection with an annual meeting of shareholders held on or after January 1, 2020. Notably, the new regulations align with the "comply or explain" regime adopted under Canadian securities laws, which prescribe disclosure regarding gender diversity on boards and in senior management. But the regulations also go beyond these requirements by (i) expanding the scope to include diversity disclosure with respect to a broader range of "designated groups"1, and (ii) requiring such disclosure from "venture" issuers in addition to "non-venture" issuers (i.e., issuers listed on the Toronto Stock Exchange (TSX), TSX Venture Exchange (TSX-V) and Canadian Securities Exchange (CSE)).

Current developments in directors' duties
Torys LLP.
    

The recently passed Bill C-97 articulates meaningful changes to directors' duties in Canada. By amending the Canada Business Corporations Act (CBCA), this legislation broadens the class of stakeholders to whom 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.

The CSA issues new guidance in disclosing material climate change-related risks

Burnet, Duckworth & Palmer LLP

On August 1, 2019, the Canadian Securities Administrators (CSA) issued CSA Staff Notice 51-358 Reporting of Climate Change-related Risks (the Notice). The Notice was released in response to the CSA's own reviews of certain TSX-listed issuer disclosure practices, as well as an increased focus from institutional investors on climate change risk disclosure and concerns expressed by shareholders regarding insufficient disclosure. The Notice was intended to assist an issuer's ability to identify and assess material climate change-related risks.

You've Been Hacked: Board Cybersecurity Liability and Risk Management
Stikeman Elliott LLP.
   

When it comes to cyberattacks, even the mighty fall. From rogue employees to inadvertent leaks, the number of breaches in Canada continues to climb. Cyber-risk management has become omnipresent for boards of directors (boards) across Canada. John MacKay, Chair of the Public Safety and National Security Committee, warned that "from a security standpoint, this is the new terrorism". According to Statistics Canada, over one-fifth of Canadian businesses reported a cybersecurity incident that impacted their operations in 2017. Research found that the average cybercrime cost to Canadian companies was US$9.25 million in 2018. Cyber breaches can cause large financial and reputational losses. Directors must contemplate how to prevent their companies from becoming a victim.

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