THE NEWSLETTER FOR GOVERNANCE PROFESSIONALS OF CANADA
January 2020
President Message
Greetings!

Happy 2020!

Here at Governance Professionals of Canada (GPC), we have already been rather busy in this first month of the new year. We recently held a Cybersecurity and Privacy Governance event in Toronto on January 14th, at which we had the chance to experience a cyber-threat simulation designed by PWC, as well as powerful presentations on cybersecurity essentials, opportunities and risks in privacy data, and the importance and nuances in choosing the right cyber insurance.

We also held our first annual Co-op and Credit Union Governance Summit on January 27th in Vancouver, which focused on key governance challenges of the co-op and credit union sectors, including member engagement, director recruitment, organizational culture and more. If you missed these events, we will have the webcast available on our Online Learning portal very soon!

GPC continues to equip you with timely and relevant information in all aspects of corporate governance and we have a full program for 2020! Refer to our Upcoming Events Calendar here. You will also find information and updates on our education program, professional development opportunities, your benefits as a member and ways to engage with your local chapter as you read further in this newsletter. 

Our next newsletter (February) should provide an early ‘glimpse’ at our 22nd Annual Corporate Governance Conference program agenda (Mark your calendars for August 23-26, 2020 at the beautiful Delta Grand Okanagan in Kelowna BC!!. We will also be announcing our call for nominations dates for our 2020 Excellence in Governance Awards, so stay tuned!!

Best wishes for 2020,
Lynn Beauregard
President, Governance Professionals of Canada
In This Issue
  • Call for Speakers and Sponsors
  • Excellence in Governance Awards
  • GPC Education Program
  • Membership News
  • Request for Assistance
  • News and Updates
Advertise With Us
Are you interested in advertising your product, service and/or business to the GPC market. Our website and monthly e-newsletter both offer the opportunity to reach our targeted market.

Contact any one of the GPC staff members to discuss your options today: [email protected].
Sponsorship & Partnership Opportunities
To review the complete list of offerings, visit our GPC Annual Sponsorship Package.

To confirm or for more information, contact Albert Orellana.
Call for Sponsors
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!
GPC Education Program
As organizations continue to grow more complex, and regulations more stringent, governance professionals must be able to monitor key changes and be the conscience of their organizations and boards.
 
The GPC-EP was designed BY governance professionals FOR governance professionals. Those responsible for supporting their organizations and boards, such as the corporate secretary, corporate counsel, legal, compliance and risk officers and many others associated with the governance function in their organization, whether in public, private, not-for-profit or governmental organizations, will gain best practices, skills and tools in governance, and enhance the standard of their profession.
 
Individuals new to the role, as well as seasoned professionals seeking to advance in the profession, enhance their existing skills or refine their skillset will benefit from the program. It has been tailored to meet the unique needs of all governance professionals.
Overview of the Program
GPC-EP is broken down into 3 two-and-half day courses.
 
  • Foundations of Governance - This course will examine the responsibilities, the core of governance and the role of the governance professional, director management driving board effectiveness throughout the director life cycle and managing and influencing board dynamics, culture, and relationships. This course will be of great benefit to you if you are new to the profession or provide a great refresher and updates to someone responsible for governance processes and/or compliance processes in your organization.
 
  • Applied Governance - This course will provide you with in depth applications in governance for meeting and AGM processes, financial literacy for the non-financial governance professional, minute abd minutes management along with board committee frame work. This course will provide you with a more applied approach of the day to day work as a governance professional.

  • Strategic Governance - This course is designed to provide you with the tools to achieve the strategic approach to overall corporate governance. In the course you will focus on 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
The course dates are across Canada throughout the year. You may register for each course as a standalone professional development learning opportunity or complete the modules (and pass a final examination) to earn your Governance Professionals of Canada Designation: GPC.D.  
Upcoming course dates! 
Foundations of Governance
Edmonton | March 6-8, 2020
Toronto | April 24-26, 2020
Vancouver | May 29-31, 2020
Applied Governance
Ottawa | March 27-29, 2020
Toronto | June 12-14, 2020
Vancouver | September 18-20, 2020
Edmonton | October 23 - 25, 2020
Strategic Governance
Vancouver | March 6-8, 2020 
Toronto | October 2-4, 2020 
Ottawa | November 13 - 15, 2020 
For more information regarding GPC-EP visit our website or contact Letricia Fullerton . 
Professional Development
Below is a lineup of our upcoming 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/spring.
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 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 [email protected] 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 [email protected] for more information!
January 2020 Member Spotlight
Misti Christensen
GPC Board Chair, Senior Manager, Corporate Governance and Assistant Secretary
CNOOC International

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 a small, not-for-profit organization, and are considering a project this year to review, simplify and modernize our Board Policy Manual. We have a very small staff and are concerned that it may be too big a project to undertake internally. As such, we need to determine if we can afford the option of outsourcing this project, or find a way to do it internally. We would appreciate any advice we could get on a budget estimate and/or recommendations for individuals or firms who do this kind of work.

We are a crown corporation of about 600+ employees and are looking for best practices for individual director assessments. What are some of the tried and true methods for assessing directors of boards individually? Peer feedback? Third party assessment? Self-evaluation? What are some of the advantages and disadvantages of third party vs. self vs. peer evaluations? Does anyone have any sample questionnaire that has been effective for them? Is their a ballpark fee that can be expected for assessments conducted by third parties?  

Also, we would love few reputable names of local Canadian (preferably in the Atlantic provinces) companies who can provide that third-party service. Does anyone have experience with a company that they'd be willing to share a referral for?
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.
News And Updates
Matters to Consider for the 2020 Annual General Meeting and Proxy Season
Lawson Lundell LLP.

Every year, reporting issuers are faced with the task of tailoring the disclosure for their annual general meeting to an ever-evolving list of changes in corporate and securities laws, updates to stock exchange rules, new guidance from proxy advisors and regulators and developing corporate governance trends..
Guidance from the Canadian Securities Regulators on Crypto-Platforms
Siskinds Law Firm.

Last week, the Canadian Securities Administrators (the "CSA") published guidance on situations when securities legislation may apply to entities that facilitate crypto-currency trading.

The CSA is an umbrella organization of securities regulators from each of the provinces and territories. The CSA's mandate is to protect Canadian investors from unfair, improper or fraudulent practices, and to foster fair and efficient capital markets. They regularly issue guidance – written disclosures of best practices for market participants, which are non-binding but intended to summarize trends among the regulators.
Directors of not-for-profits and charities – resignation, removal and replacement
Miller Thomson LLP

An effective board of directors is key to the success of any charity or not-for-profit entity (“NFP”). A frequent concern is what to do about directors who, for whatever reason, are no longer appropriate for the organization. This article provides a summary of the key legal issues to consider for charities and NFPs incorporated under the Canada Not-for-Profit Corporations Act (“CNCA”) or the Societies Act of British Columbia. Whether a director resigns, is removed, or comes to the end of his or her term limit, their departure must comply with the procedural requirements set out in the applicable legislation and the bylaws of the organization..
CCGG 2019 Best Practices for Proxy Circular Disclosure
Canadian Coalition for Good Governance

The Canadian Coalition for Good Governance (“CCGG”) has published to their website the latest edition in their best practices series, 2019 Best Practices for Proxy Circular Disclosure. This document is updated and produced annually and is an essential tool for reporting issuers to reference when preparing their proxy circulars.
Perspectives On Inclusion
Borden Ladner Gervais LLP

What does it mean to foster a culture of diversity, inclusion and belonging in the workplace, and how do we ensure that theory translates into practice? BLG explored this vital conversation in Perspectives on Inclusion, a seminar that united top clients and legal peers to share personal experiences, best practices and forward-thinking results.
2020 ISS and Glass Lewis Updates to Canadian Proxy Voting Guidelines 
Bennett Jones LLP

Institutional Shareholder Services ("ISS") and Glass, Lewis & Co ("Glass Lewis") have both released their updates to their respective Canadian proxy voting guidelines for the 2020 proxy season. The ISS updates apply to shareholder meetings of publicly traded Canadian companies occurring on or after February 1, 2020, while Glass Lewis updates apply to meetings that are held on or after January 1, 2020.
Governance considerations for unincorporated associations that will pay off in the long run
Miller Thomson LLP

Charities and non-profits are often faced with the question of whether to incorporate. Our simple answer is this: prevention is the best medicine. While members may have the best of intentions, a lack of forethought can have catastrophic outcomes. Any charity or non-profit organization that exists as an unincorporated association is well-advised to ensure that their governance protocols are clear and should consider the benefits of incorporation. Such forward thinking will pay off in the long run.
Securities Regulators Provide Guidance to Improve Transparency for Reporting Issuers in the Cannabis Industry, Providing Lessons for All 
Willms & Shier Environmental Lawyers LLP 

As of June 13, 2019, the Canada Business Corporations Act (“CBCA”) requires certain federal corporations to keep a register of individuals with “significant control” of the corporation (the “ISC Register”). The ISC Register is intended to provide greater transparency about who owns and controls a corporation. The goal is to help law enforcement agencies expose activities like money laundering and tax evasion.
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 [email protected]
Governance Professionals of Canada
21 St. Clair Avenue East - Suite 802
Toronto, ON M4T
(416) 921-5449