THE NEWSLETTER FOR GOVERNANCE PROFESSIONALS OF CANADA
May 5, 2020
Sponsorship & Partnership Opportunities
Over the past 20 years, Governance Professionals of Canada (GPC) has not only grown in size but also in reputation, and in the number of opportunities we offer for visibility for our key partners and sponsors to be in front of the governance community. We have a great variety of activities, events and programs that are available for sponsorship engagement with our members and community.

As a direct result of COVID-19 and social distancing regulations, we have pivoted to alternative delivery channels to keep delivering top of mind content through virtual platforms. Yes! We are full steam ahead with all our events available through webinars and webcasts. 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 such as ‘Practical Project Management for Governance Professionals’, ‘Governance and HR Agility: Ensuring Continuity and Recovery During a Pandemic and Beyond’, Our ‘Excellence in Governance Awards (EGAs)’ , the Governance Education Certification Program, our monthly E-Newsletter: ‘Governance Matters’, as well as more online brand visibility through our many program web pages.

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!
Stay Informed with our Free Webinars!
If you missed GPC's timely webcasts on COVID-19 and governance implications, or our session on Moving to Virtual AGMs, you can access the webcasts by clicking on the boxes below, or on our new COVID-19 ASSISTANCE AND RESOURCE CENTER
GPC Education Program - to be offered ONLINE!
This being an extraordinary time, GPC has made the decision to start offering our Governance Education Certification Program virtually. Governance professionals have never had a more pivotal role to play to support their boards and their organizations, and be on top of their key governance priorities. With that in mind, we are continuing to offer our education program courses, and now making them available online, in order to further prepare our community for the challenging times ahead.

We have already had a successful run of our Foundations of Governance course on April 24-26th, for which we received great feedback, and were happy to note that the virtual format provides great participant interaction. We look forward to welcoming you back in person once the time permits, however we encourage you to take advantage of the course offerings we have coming up, see all our upcoming dates in 2020 and to  secure your spot today!
For more information regarding GPC-EP visit our website or contact Letricia Fullerton
Professional Development
GPC has been successfully offering webinars for well over a year, and now due to the evolving situation surrounding COVID-19, we are continuing to deliver our professional development sessions in a virtual format. Please have a look at the list of sessions below for the list of our regular and new offerings over the coming months. We look forward to seeing you online!
 

We are also working to create more timely FREE webcasts with a variety of experts on the evolving COVID-19 situation and its impact on governance in organizations.
 
Our Next FREE Webcast is May 7 th, 12:00 pm – 1:00 pm EDT
Keep an eye on our Event Listings for more details and for other upcoming virtual workshops and webinars!

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 Director y, 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
You spoke and we’re listening!

Over the past few months, GPC conducted a survey amongst members to understand and better serve our community. With your feedback, GPC is now working to improve some of our current processes, as well as looking to create new initiatives that fit the needs and wants of our members.

Here are some ways that we have been listening!

What you said: “I'd like to see the online resources areas of the website be improved by expanding the templates available.”

What we’re doing: GPC has recently revamped the Governance Resource Library. This member-exclusive benefit has now been refreshed and refined with updated materials and content to ensure you are receiving optimal references to do your job effectively and confidently. GPC will continue to work to find the latest governance news, topics and resources to support the continuous education of our members.

What you said:I would like to see more frequent and diverse educational webinar opportunities.”

What we’re doing: GPC is working to line up a roster of online professional development events and courses for the topics you have expressed interest towards. We have put together FREE topical sessions, such as Covid-19: Governance, Risk Implications, and the Role of the Board, Moving to Virtual AGMs in the age of COVID-19, and The ‘New Normal’ in Governance, that have been added to our On-Demand Learning series. We will also be offering a half-day webinar on Understanding Business Continuity Planning along with many other upcoming exciting and relevant educational sessions.

What you said: “GPC has opened my eyes and has strengthened my confidence in my role. Thank you!”

 What we’re doing: GPC will continue to offer the education, advocacy and opportunities to our members to enrich the value of your work.

With the help of your feedback, GPC will be working towards optimizing our features and services. GPC would like to sincerely thank all our members for contributing their time and responses.
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 and celebrated for their professional accomplishments in our monthly Member Spotlight?

Contact info@gpcanada.org for more information!
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.

I'm curious what others are doing in terms of technology for their regularly scheduled Board and Committee meetings. I have a few questions if anyone cares to chime in.

1. Are you using Audio, Video-Conferencing or a combination of both?

2. If you are using video conferencing for your Board - what system? We have been using Cisco Webex and GoToMeeting for staff but i have not tried it at the Board level.

3. Are you continuing with all of your committee meetings? I have heard that some Board's have 'scrapped' their committee meetings for now and pushed everything to the Board (with a heavier consent agenda).

With the current COVID-19 situation, I was wondering how many companies will be holding virtual AGMs only this year.
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.
COVID-19 Executive Compensation & Governance Pulse Survey
As the COVID-19 pandemic continues to impact organizations, Compensation Governance Partners is gathering information to provide executives and Board members with insights to guide discussions and drive decision-making around executive pay and governance.

This survey should take about 10 minutes to complete. Please submit your responses by end of day on Wednesday, May 6, 2020.

Please click here to access the survey.

We will send the results to all participants shortly after the survey closes.
 
If you serve on multiple Boards, please feel free to complete the survey for each organization that you are involved with. If you are not the correct contact, please kindly forward this invitation to the appropriate individual at your organization.
Global Governance Voice
CSIA’s quarterly member magazine presents thought-leading articles and the latest news from CSIA member associations around the world.

News And Updates
COVID-19: Sharpening the Focus on ESG
ESG Global Advisors Inc.

How does the COVID-19 pandemic impact the growing investor focus on ESG? Is COVID-19 going to enhance the importance of ESG or diminish it? How should companies be thinking about ESG during this global crisis?
Canadian Securities Regulators Provide Temporary Relief To Public Companies With Delayed Annual Meetings Due To COVID-19
Canadian Securities Administrators

Toronto – The Canadian Securities Administrators (CSA) announced today it is providing public companies with temporary blanket relief from certain filing and delivery requirements, which are generally tied to the sending of materials for annual general meetings (AGMs).
2020 Virtual AGM Proxy Season : Key Takeaways to Date
Fasken Martineau DuMoulin LLP

With the 2020 proxy season well underway, the COVID-19 pandemic has forced many issuers to consider changing their annual shareholders’ meeting format from a customary in-person meeting to a virtual setting. Since the beginning of the COVID-19 crisis, specifically between March 1, 2020 and April 14, 2020, we monitored issuers listed on the Toronto Stock...
OSC Awards $0.525 Million Whistleblower Award to Industry Expert
McCarthy Tétrault LLP

The OSC announced last week that it has awarded a $525,000 whistleblower award to a company outsider who used their industry expertise to identify irregularities. This award to an outside expert appears to be the first of its kind by a Canadian securities regulator and was made under the OSC’s Whistleblower Policy which we discussed in previous articles here and here.

Proxy Advisory Firms Provide Guidance on Governance Matters in Light of COVID-19
Aird & Berlis LLP.

The 2020 proxy season is upon us and, as a result of COVID-19, many issuers likely require increased flexibility in order to deal with the uncertainty and economic challenges that they may be facing. In light of these circumstances, proxy advisory firms have responded by updating their voting policy guidelines to provide specific guidance for issuers on matters that are likely to be directly impacted over the coming months by COVID-19 and the world’s response to this pandemic.
Annual General Meetings During The COVID-19 Pandemic For Canadian Not-For-Profit Corporations
Gowling WLG International Limited

Many not-for-profit corporations (NFPs) hold their annual general meetings (AGMs) in the Spring. With a number of pandemic-related directives and advisories in place, including with respect to meeting sizes and venues, NFPs are considering their options with respect to their Spring AGMs.
Proxy Voting Guidelines in the COVID-19 Context
Fasken Martineau DuMoulin LLP

Against the backdrop of the COVID-19 pandemic and the novel challenges with which public companies around the world have been faced, Glass Lewis & Co. (“Glass Lewis”) and Institutional Shareholder Services Inc. (“ISS”), two established proxy advisory firms, have released updates in connection with how their voting policies will be applied in the course of the 2020 proxy season. The central themes from both advisors are that the COVID-19 pandemic is creating exceptional and difficult circumstances for Boards to navigate, and that the firms will have an increased flexibility in their approach to proxy contest reviews, with an emphasis on the quality of companies’ decision-making, disclosure and reasoning in respect of any changes to governance, compensation and capital structure.
How are Large Shareholders Preparing to Vote Their Proxies in 2020?
ESG Global Advisors Inc.

In advance of the 2020 proxy voting season, large investors have made some key updates to their proxy voting guidelines. Investors are increasingly willing to hold companies accountable for a lack progress on ESG issues and to reinforce their ESG priorities through the exercise of shareholder voting rights. This piece highlights some of these key updates.
COVID-19: Corporate Governance and Disclosure Guidance for Public Corporations
Wildeboer Dellelce LLP

The novel coronavirus (COVID-19) pandemic has disrupted markets, business operations and supply chains worldwide. Its continuous spread presents an unprecedented challenge for boards of directors and senior management of publicly-traded corporations (“reporting issuers”). We highlight some areas to consider in managing business continuity and in meeting reporting issuers’ continuous disclosure obligations.

COVID and Corporate Governance: A Broader Mission for Corporate Boards
Stikeman Elliott LLP

Corporate governance is not immune from the societal and commercial effects of COVID-19. This article, authored by a group of Stikeman Elliott partners, looks at what the future may hold as directors and management lead their companies through what may be the most intense period of economic upheaval in living memory.

Board oversight during the COVID-19 pandemic: A checklist for directors
Osler, Hoskin & Harcourt LLP

The global COVID-19 pandemic and its rapid evolution has placed enormous pressure on organizations as they seek to adapt to the situation and communicate their response. It is crucial that boards and management collaborate to find the best way forward for the organization.

What's Next? COVID-19 and Corporate Governance while Business is on Pause
Blaney McMurtry LLP

The following scene is perhaps all too familiar for business owners these days: you are sitting in your home office, your kids are bouncing off the walls, and you are trying to navigate through the COVID-19 crisis. You have scheduled brainstorm sessions with your staff, reviewed your insurance policies and cash reserves, applied for government assistance, and worked out solutions with your suppliers and customers. You ask yourself, “What’s next?” With no end in sight to the shutdown of business as usual, consider that there has never been a better time to work on your business rather than in your business. At a time like this when business is paused, an opportunity exists to tackle the ever-growing “To Do” list of tasks required to continue your business’s forward and upward momentum. One of those tasks is corporate governance and maintenance.

How Do You Spell "ESG"? It Starts With a G
ESG Global Advisors Inc.

It is strategically important for companies to understand the distinction between “ESG” (Environmental, Social and Governance) and “CSR” (Corporate Social Responsibility). In simple terms, ESG is a sub-set of CSR factors that are financially material and of interest to investors and other capital markets participants (see A Material Difference: The Distinction between CSR and ESG).
Managing a corporation in a pandemic: How directors and officers can fulfill their duties and limit risk
Norton Rose Fulbright Canada LLP

The fiduciary duty (loyalty) and duty of care owed by directors and officers of Canadian corporations require them to oversee the management of the corporation with a view to the corporation’s best interests. The Supreme Court of Canada has held that the fiduciary duty is a “broad, contextual concept” that is not confined to short-term profit or share value. In considering what is in the corporation’s best interests, directors may consider the interests of various stakeholders, including shareholders, employees, creditors, consumers, governments and the environment. The content of the duty “varies with the situation at hand.”

COVID-19: Some Novel Advice to the Board
Blake, Cassels & Graydon LLP.

In most corporate environments, directors understand that the role of the board is one of oversight. For years, they have heard the governance advice captured by “nose in, fingers out” (NIFO). However, the current COVID-19 pandemic has many directors wondering about how best to discharge their fiduciary duty—to act honestly and in good faith with a view to the best interest of the corporation—and their duty of care—to exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.

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