THE NEWSLETTER FOR GOVERNANCE PROFESSIONALS OF CANADA
August 31, 2020
GPC 22nd Annual Corporate Governance Conference
2020 & Beyond ... The Future of Governance is NOW

Our annual conference attracts governance professionals from organizations of all sectors across Canada. It is a unique opportunity to network with your colleagues and key subject matter experts. It provides invaluable opportunities to exchange ideas, to discuss current challenges and to share best practices

The virtual conference will bring together participants from all across Canada and feature two-days of expert panels and breakout sessions on top of mind issues, the evolving corporate governance landscape in Canada and internationally, and on best practices in governance.

Check out the virtual platform for the summit HERE
Thank you to our Conference Sponsors & Partners
Official partner & Presenting Sponsor
2020 Sponsorship & Partnership Opportunities with GPC
GPC Virtual Summit: Book now! your sponsorship or exhibitor booth for the GPC Virtual Governance Summit on October 6th and 7th! Exhibitor and session sponsor opportunities are limited, so contact us to get involved ASAP!
PD Sessions: As a direct result of COVID-19 and social distancing regulations, we have pivoted to alternative and innovative delivery channels to keep delivering top of mind content through virtual platforms. National level coverage is guaranteed to provide your brand with exposure to executives and decision makers in governance, in a wide array of organizations in Canada.

GPC has created this detailed package on all of our 2020 sponsorship opportunities including: Professional Development Sessions through the year, Our ‘Excellence in Governance Awards (EGAs)’ , the Governance Education Certification Program, our monthly E-Newsletter: ‘Governance Matters’, more online brand visibility through our website and program web pages, as well as our new virtual Governance Summit!

We invite you to review our various offerings and how you can leverage more visibility with GPC, especially in these challenging times, and let us know how we can customize any solution to meet your needs. We offer discount bundles, multi-item options and added value packages, if more than one opportunity is considered.

Contact us for any questions, ideas, or to finalize your sponsorship package!

The Governance Professionals of Canada - Annual General Meeting of Members!
Please mark and calendars and save the date the GPC AGM that will be taking place online on
Thursday September 17th, 2020 at 1:00 EDT.
D.F. King Canada will act as GPC’s Proxy Solicitation Agent. Any questions and requests for assistance may be directed to D.F. King Canada by calling toll free 1-800-301- 9629 (outside North America, call collect: 201- 806-7301). Again this year, for your convenience, you will be able to cast your vote in person, by proxy or over the phone. D.F. King Canada will record your vote over the telephone and forward you a confirmation.
GPC Education Program: ‘Governance in Practice’
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
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.

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
August 2020 Member Spotlight
This month’s spotlight is a little different. GPC would like to use this opportunity to highlight and bid farewell to our retiring board member after 10 years of service.
Meet our special feature: Janis McKenzie, Independent Director of GPC. In her 10 years, she has contributed a great deal of knowledge and support to the success of GPC. With over 27 years in Corporate Secretary and Treasury roles, Janis served as a valuable asset to the Governance Professionals of Canada. Thank you for your time and dedication, Janis!
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!
Corporate Governance Best Practices Survey - 2020
Governance Professionals of Canada, in partnership with Compensation Governance Partners encourages you to participate in the 2020 Corporate Governance Best Practices Survey.
 
If you are the Corporate Secretary or you are involved in managing the governance responsibilities for your organization, your input is essential! The survey assists us in obtaining valuable insight into the current corporate governance landscape in Canada and will provide a comprehensive analysis of corporate governance practices, trends and issues. The deadline to participate is Friday, September 30, 2020.
 
Take a few minutes to complete this survey: Click here to access the survey.
  
The 2020 Corporate Governance Best Practices Survey Report results will be presented in December 2020.

The survey responses also assist in creating a short-list of companies for each of the categories in the GPC's Excellence in Governance Awards. Your participation may result in a nomination of your organization in these awards. The winners of the EG Awards will be honored in 2021.
 
We thank you in advance for taking the time to complete this survey.
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.
Upcoming Local Chapter events:

GPC Ottawa Chapter Networking & Connecting Session: August 15th (virtual event) - RSVP HERE
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.

Does anyone by chance have an example of how to capture the consent agenda items in the minutes?

With remote working continuing for my organization into the Fall, we are moving our annual Board orientation online. How have other organizations succeeded in making an virtual orientation engaging, robust and meaningful?
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.
Diligent’s Modern Governance Summit is now virtual AND FREE! 

This virtual event brings together corporate secretaries, GCs and other governance professionals across all industries for two days of education, networking, and product training opportunities—with some fun along the way! From thought-leadership to peer-led product sessions, this virtual event is designed to elevate governance practices across your organization. CLE/CPD credit will also be offered.
Our Thought Leadership report is ready for all to view!
While the awareness of governance is generally increasing around the world, countries may still differ significantly with regard to corporate governance. Similarly, the role of the corporate secretary and governance professional may also vary from country to country with regard to recognition, functions and even naming conventions. This contributes to misperceptions, which suggest a more administrative function, whilst the strategic roles, stakeholder communication and overall support for the Board are diminished.

CSIA, with support from its member countries, has produced the publication The Corporate Secretary – Roles, Regulations and Governance: A Global Comparative Survey to highlight the significance and unique expertise of the over 100,000 corporate secretary and governance professional members working in nearly 100 countries across the globe. 

This comparative report of countries in jurisdictions across the globe is aimed at facilitating an understanding of the recognition of the corporate secretary and governance professional, the governance role corporate secretaries perform as part of discharging their regulatory compliance and demonstrating how the role of the corporate secretary and governance professional has evolved in line with developments over the last few years.
Private Company Director Compensation Survey
CGP is collecting information on director compensation at privately-held companies to provide organizations with additional visibility into market practices. While publicly-traded companies are required to disclose their director compensation and corporate governance practices, this information is not readily available for privately-held companies.

Participation is free. All survey participants will receive a snapshot of director compensation practices in Canada’s privately-held market. Survey participants will also receive invitations to CGP’s webinars, which cover a variety of topics for both publicly-traded and privately-held companies.

All compensation data will be kept confidential and will only be used for aggregate analyses. Individual company data will not be disclosed.

If you are interested in participating, please click here to complete the survey.
Corporate Secretary Magazine's US Governance Awards 2020: Final call for nominations

Corporate Secretary magazine is seeking nominations for the inaugural award of Best governance by a cross-listed company.

Entries are due by September 4th.

Our judges are looking for the best overall governance, compliance and ethics program by an individual or team at a company whose shares are listed both in the US and on a non-US exchange. Areas of consideration include: shareholder engagement, ESG reporting, use of technology to aid governance, board diversity, board assessments and training, and other areas of the company’s governance operations.

You can find more details of how to make a submission for your own company or for a client here.
News And Updates
Confidentiality Considerations When Choosing a Jurisdiction of Incorporation in Canada 
McMillan LLP

In Canada, a corporation can be incorporated either under the federal Canada Business Corporations Act (“CBCA”), or the equivalent provincial or territorial corporate statute. For private corporations, there is limited jurisdictional variance in terms of corporate governance requirements as the federal and provincial corporate statutes are largely similar in form and substance.
Changing Climate, Changing Duties: Shifting Board Liability And Disclosure Issues Around Climate Change
Gowling WLG

There is an increasing trend towards requiring Boards of Directors to report on and disclose risks due to climate change. In Canada, recent commentary and policy developments suggest that directors have a fiduciary obligation to be informed about, act on, and disclose the risks and opportunities associated with climate change. This article canvasses some of these developments, from tying COVID recovery to climate disclosure to Canadian Securities Administrator guidance, and details the potential implications for corporate directors.
Environmental, Social and Governance Considerations and the Investor Perspective
Bennett Jones LLP

Recent divestments by certain major global investment funds of their holdings in companies due to Environmental, Social and Governance (ESG) concerns demonstrates the increasing importance of ESG as an investment criteria for all classes of investor. These funds assessed the divested companies as having unacceptable levels of greenhouse gas emissions and deficient environmental practices.
The Nominee-Director Dilemma
McCarthy Tétrault LLP

The COVID-19 pandemic forces businesses to make significant and, at times, difficult decisions. In the current context, businesses may need to incur additional indebtedness or seek further equity investments, which can create opportunities. Looking at the decision-making process of corporations through the lenses of an institutional or private equity investor, this bulletin serves as a refresher with respect to the duties, responsibilities and liabilities of nominee directors and investors, and highlights certain key considerations for the negotiation of governance rights given that in connection with investments of a certain size, it is common for investors to be represented on the board of directors of investee corporations.
Charities and Not-for-profit Corporations – AGM Challenges and Solutions During COVID-19 Outbreak
McMillan LLP

The purpose of this Bulletin is to help provide guidance to non-share capital (not-for-profit) corporations and charitable corporations on how to address upcoming membership meetings in light of COVID-19 social distancing restrictions. For the purposes of this Bulletin, we refer to the Corporations Act (Ontario) as "CA" and the Canada Not-for-profit Corporations Act as "CNCA".
Canadian securities regulators reduce regulatory burden related to business acquisition reports
Canadian Securities Administrators

Vancouver and Montreal – The Canadian Securities Administrators (CSA) today published amendments to the business acquisition report (BAR) requirements for reporting issuers that are not venture issuers.

The amendments aim to reduce regulatory burden and address certain concerns expressed by stakeholders.
Ontario Tries Again – Provincial Government Launches Consultation On Strengthening Provincial Privacy Laws
Cassels Brock & Blackwell LLP

On August 13, 2020, Ontario's Ministry of Government and Consumer Services announced that the Ontario government has launched consultations to improve the province's privacy protection laws.1 The focus of the consultations is on strengthening transparency and accountability concerning the collection, use and safeguarding of personal information online, with the goal of creating a "legislative framework for privacy in the province's private sector". The government cited the impact that the COVID-19 pandemic has had on increasing reliance on digital platforms to carry out day-to-day tasks as a key motivator for launching these consultations now.

Me Too Defeats You Too in Tax Court
Bennett Jones LLP

The Me Too movement of the last few years and recent worldwide protests sparked by George Floyd's killing have focused welcome attention on combatting gender and racial discrimination and harassment. A recent Tax Court of Canada case, Penate v. R. [Penate], highlights that discrimination can be a relevant factor in assessing whether the Canada Revenue Agency (CRA) can hold a director liable for corporate tax delinquencies. In this unusual case, the Tax Court accepted that a female business owner could avoid vicarious ("you too") liability for her company's taxes because of ("me too") sexual harassment by customers that ultimately hurt the company's cash flow. However, the case also reinforces the high standard that corporate directors must meet to rely on the "due diligence" defence. The case is therefore also important as we face the most severe economic downturn in generations caused by COVID-19.

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