GPC 22^nd Annual Corporate Governance Conference

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

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!

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. 

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!

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.

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.

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 [email protected] to get your Trial Membership started!

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 [email protected] for more information!

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 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.

Click here for the member directory to contact your local representative today.

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

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.

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.

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. 

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.

If you are interested in participating, please click here to complete the survey.

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.

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.

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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.

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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.

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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.

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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".

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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.

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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.

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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.

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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.

If you have comments or wish to contribute material to this newsletter, please e-mail us at [email protected]