NEXT GENERATION GOVERNANCE: Resilience, Agility and Innovation - 21st Annual Corporate Governance Conference - Governance Professionals ...
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NEXT GENERATION GOVERNANCE: Resilience, Agility and Innovation 21st Annual Corporate Governance Conference Fairmont Le Château Frontenac | Québec City, QC August 18-21, 2019
Governance Professionals Sunday, August 18, 2019 of Canada 2018-19 Board of Directors Dear Conference Delegate, Carmel Bellamy Associate Vice-President On behalf of GPC, welcome to the 21st Annual Corporate Conference in Québec Governance & Corporate Secretary City, Québec – La Belle Province! We are pleased to offer this onsite program, which The Co-operators Group Limited will serve to guide you through your next few days with us. Be sure to keep it handy. Brigitte Catellier Our theme this year, Next Generation Governance: Resilience, Agility and Vice-President, Corporate Governance Innovation, is timely as the pendulum of governance is shifting. We need to gain Meridian Credit Union the ground on disruption and forestall disruptors. As systems and practices continue to evolve, so do governance professionals and their responsibilities, as well as their Kathleen Cauchon (Secretary) strategic importance to their boards and organizations. GPC brings inspiring topics Senior Assistant Secretary and individuals together in forums like this conference, to ensure that Governance Bank of Canada Professionals can remain at the cutting edge. We sincerely hope that you will find this event to be a valuable and informative learning and networking opportunity. Misti Christensen (Chair) Senior Manager, Corporate We are pleased to provide you with our conference mobile Event App by Lumi. This Governance and Assistant Secretary app will serve as your companion guide and provide all of the conference information Nexen Energy ULC you need to maximize your experience here with us. You will find in the Event App: the map of the facilities, sponsor information, presentations and resources, a list of your Arne Gulstene fellow delegates, and more. Regional Head - TSX Company Services, TMX Our name badges have a color scheme to encourage more local networking (legend on page 4), to identify and connect with colleagues in your region. We encourage Sally Maziarz (Vice-Chair) you to drop by the GPC booth located in the Salon Rose of the Exhibitor Hall, to Assistant Corporate Secretary meet your local peers and GPC board members, and where you can make a donation EPCOR Utilities Inc. to this year’s Charity of Choice: Breakfast Club of Canada. Janis McKenzie (Treasurer) If we can enhance your conference experience in any other way, please reach out Independent Director to a GPC staff member or board member. You can usually find us at the registration desk or in the GPC Booth. Sheldon Stener General Counsel and Corporate A few special notes of thanks: to the GPC conference committee members for their Secretary, Strategy time, support and contribution to this event; to our speakers for contributing their Federated Co-operatives Limited time and expertise to our programming; and to all of our sponsors and partners – you make this event possible and our success is yours too! Christine Thomas Assistant Vice-President, Legal Finally, as you experience the event, we ask that you please take the time to fill out Services & Governance, Senior Legal your conference evaluation survey, which is available electronically (see page 5) and Counsel and Corporate Secretary on the conference app as well. We appreciate and will use your feedback to plan MD Financial Management Inc. future GPC conferences and events. As an additional incentive, we will draw from the completed evaluations for a FREE registration to our next annual conference Josee Turcotte to be held in Kelowna, August 23 – 26, 2020! I hope you enjoy the conference! Senior Vice-President, Corporate Secretary, Head of Governance HSBC Bank of Canada Lynn Beauregard President Program printing courtesy of: GPC Governance Professionals of Canada 2 21st Annual Corporate Governance Conference
Professional Accreditation Table of Contents LAW SOCIETY OF ONTARIO: The Law Society of Ontario is currently reviewing Lanyard Legend 4 the program content for professional credits. Only professionalism credits must Onsite Essentials 5 be accredited by the Law Society of Ontario. Substantive hours need not be Hotel Floorplans 6 accredited by the Law Society of Ontario. Exhibitor Hall 9 BARREAU DU QUÉBEC: Le Barreau du Québec is currently reviewing the Program Details 10 program content for professional credits. Note: Members of the Quebec Bar Speaker Profiles 18 are required to sign-in at each session they attend in order to receive the Attestation de participation, as required under Règlement sur la formation Corporate Features 32 continue obligatoire des avocats. Sponsors 55 Save the Date for 2020 56 LAW SOCIETY OF SASKATCHEWAN: Registrants may be eligible to complete up to 17.5 CPD hours and 2 ethics hours. LAW SOCIETY OF BRITISH COLUMBIA: The GPC 21st Annual Conference has been approved for 17.5 course hours by the LSBC. Conference Sessions at the conference are also eligible for the GPC Education Program (GPC- EP) requirement (up to 11 hours), and may also be eligible for ICSA, at a Glance CPA, paralegal or other programs. Individuals need to check for eligibility and submission requirements with their law societies or other professional bodies. Pre-Conference: Attendees registered for CPD or CLE hours for the conference will receive a Sunday, August 18 certificate of attendance following the conference upon request. Certificates of attendance may also be requested via email after the event. If you have any • Optional Pre-Conference questions relating to educatinoal credits, please see Albert Orellana onsite Workshop or email him at albert.orellana@gpcanada.org. • First-timer’s Welcome Reception • Welcome Reception • Opening of the Exhibitor Hall Passport Program - Network and Win! Your interaction, networking and enjoyment is our end goal here. Move beyond Day One: Monday, August 19 passive listening and become part of the action at the conference! • Annual General Meeting The more you network the more chance you have to win 3 nights and a • Keynote and Plenary Sessions $100 Spa Gift Certificate to be used over the conference dates next year at • Roundtable Discussions the Delta Grand Okanagan Resort in Kelowna, BC on August 23 – 26, 2020. • Closing Plenary • Free Evening for Delegates • Check in with our sponsors at their exhibitor booths and get their 4-digit code at the back of their conference badge to enter in the “Game Center” inside the conference App and collect 20 points per sponsor! Day Two: Tuesday, August 20 • Tweet out content using the conference hashtag #GPCconf2019 from the app and collect 10 points per tweet! • Opening Keynote • Upload a conference networking photo to the app and collect 10 points • Concurrent Sessions per photo. • Workshops • Meet a first timer – get their 4-digit code and collect 10 points. • Closing Dinner • Meet a GPC board member – get their 4-digit code and collect 10 points. • Meet a GPC.D member, get their 4-digit code and collect 20 points. Day Three: Wednesday, August 21 • Meet the local chapter representative from your region, get their 4-digit code and collect 20 points. • Opening Keynote • Register for the Excellence in Governance Awards (EGAs) and collect 200 points! • Plenary Session • Register for a GPC-EP program and collect 200 points! Governance Professionals of Canada 21st Annual Corporate Governance Conference 3
Charity of Choice: Breakfast Club of Canada GPC Conference Committee For 25 years, The Breakfast Club has Lynn Beauregard been committed to nurturing the potential President of children by ensuring that as many GPC as possible have access to a nutritious Brigitte Catellier breakfast served in an environment that Vice-President promotes their self-esteem before classes Corporate Governance begin. Much more than a breakfast Meridian Credit Union program, the Club’s approach is based on commitment, self-esteem and capacity development. It partners with communities Kathy Cauchon and regional organizations to establish an optimal formula adapted to local needs. Senior Assistant Secretary Now active across Canada, the Breakfast Club helps feed some 200,000 Canadian Bank of Canada children in 1,600 schools across the country. Arne Gulstene Regional Head - TSX Company Services TMX Local Engagement Josée Turcotte We look forward to amping up the local engagement at this year’s conference! Senior Vice-President We have set up THREE different strategies in an effort for GPC to maximize local Corporate Secretary Head of Governance engagement networking at this event. HSBC Bank of Canada 1. Color Scheme for Lanyards Sheldon Stener General Counsel and Corporate The lanyard’s name tag and colour scheme are broken down by region for all Secretary, Strategy Federated Co-operatives Limited attendees at the conference, in order to facilitate local peer-to-peer engagement. PURPLE: Alberta, Northwest Territories, Yukon YELLOW: British Columbia GPC Staff BLUE: Ontario Lynn Beauregard, President Newfoundland & Labrador, Prince Edward Island, ORANGE: Nova Scotia, New Brunswick Crystal Singh, Membership & Events WHITE: International Coordinator GREY: Quebec Albert Orellana, Manager, Events & Special Projects GREEN: Manitoba, Saskatchewan, Nunavut Tacicia Bryan, Communication, Events and Content Specialist 2. Scheduled Breaks per Region at the GPC Booth Letricia Fullerton, Manager, Administration, Education & Special GPC will host a lounge in the exhibitor hall. We are designating specific break times Projects for local chapters and regions to meet at the GPC booth so that you can gather for networking and discussions. Those whose regions do not have a time slot assigned Kim Poonye, Board Administrator & are welcome to the General Meet and Greet on Monday morning. Check page 6 for Project Coordinator the full schedule. Mable Zheng, Accounting & Finance 3. Tuesday Luncheon Seating Seare Araya, IT Administrator Last but not least, GPC will provide seating assigned by region at the Tuesday, August 20th sit down luncheon in the Salle de Bal (The Grand Ballroom). Please look for the assigned tables for your region/chapter. Governance Professionals of Canada 4 21st Annual Corporate Governance Conference
Onsite OnsiteEssentials Essentials Win Wina free pass a free toto pass GPC 2020 CSCS in Kelowna, 2017 BC!NL in St. John’s, ThisThis year, thethe year conference conferenceevaluation will will evaluation onlyonly be made available be made electronically. available You can complete the survey electronically. as you go, within the event app, or be sure to submit your comments and You can complete the survey as you go within the event app, or be sure to submitfeedback after thecomments your event online and using the URLafter feedback to the theright, eventoronline www.surveymonkey.com/r/GPCQC2019 go to:at: www.surveymonkey.com/r/cscs2016 Your comments Your commentsandand feedback areare feedback valuable to us! valuable WeWe to us! useuse thethe submitted surveys submitted to continue surveys thethe to continue success of of success thethe conference, improve conference, your improve overall your experience overall andand experience tailor future tailor events future to meet events your to meet needs. your needs. Bonus! Complete Bonus! your Complete conference your survey conference by September survey 13,2,2019 by September 2016and andyou youhave havea achance chanceofofwinning winninga a FREE 2019 CONFERENCE PASS to Kelowna, BC, August 23 – 26, 2020. FREE 2017 CONFERENCE PASS to St. John’s, NL, August 20 – 23, 2017. Follow Us! Follow Us! The conference is a Twitter-friendly event! We encourage you to tweet throughout the plenaries, The conference is a Twitter-friendly event! We encourage you to tweet throughout the plenaries, workshops, breakouts, Exhibitor Hall and all social programming! Our official hashtag is #GPCconf19. workshops, breakouts, Exhibitor Hall and all social programming! Our official hashtags are #GovConf2016 Follow us @GovProCanada or #CSCS. ! Follow us @CSCSGovernance! The GPC The Event CSCS App Event App This conference is hosted on the mobile Event App by LUMI. Once you have logged in, you will have access We’re to the excitedoftoevents, schedule announce that this speakers, conference sponsors, is hosted on presentations andthe so mobile event app, much more! Plus, Guidebook. upload yourGet the guide pictures to access the most up-to-date information about our event, and stay connected on social media as you go, all within the app! including schedules, maps, and much more. 1. Android Visit the and AppleiOSAppusers: StoreGet the appPlay Store and download: “Event App by Lumi” or Google 1.If you If you havelike would thetoGuidebook access theapp appdownloaded via mobile web already, skip tosimply browser, step #4. If you visit: are a first time user with get.lumieventapp.com Guidebook, follow the rest of these instructions. 2. Open the app and enter Event ID: gpc2019 (case sensitive) 3. 2.Select Go the to the app store orange + tothat addcorresponds the event towithyour your Android device and or iOSselect then deviceit and search again for “Guidebook.” to open it. Alternatively, 4. Enter your credentials you can scan the QR Code you see here or Get our guide here: guidebook.com/g/cscs2016 i. 3.Username: Once theyourapp isemail downloaded, (email usedcreate toyour own log-in. register for the conference) ii. 4.Password: Tap “Enter passphrase” gpc2019 (case and use cscs2016 to download our guide. (Note: the CSCS event is a private event sensitive) 5. Quicklyand will not aappear create in a general new unique event/guide search.) password. 6. Once you are within in the Activity Feed of the app, select the three lines in the upper left-hand corner Once you’re to bring outlogged in, you’ll the slide have to out menu access viewtoallthe of schedule of events, the available speakers, sponsors, presentations and so app menus. much more! Plus, upload your pictures and stay connected on social media as you go, all within the app! Questions about the app or need help downloading? Please visit the Lumi Booth during the exhibitor hall hours. Professional Headshot Photographer Get a Massage In exchange andtoSupport for donations our Charity ofour Charity Choice, CSCS will of Choice! be offering a headshot photography service to delegates on a first-come, first-served basis in the Exhibitor Hall, Macdonald DEF. This service is providedfor In exchange bydonations Monique de St. Croix to our of Unique Charity Perspectives of Choice, GPC will Photography (also our be offering relaxing event neck andphotographer). shoulder Take advantage massages of this opportunity on a first-come, first-served during basis inour theconference breaks, Exhibitor Hall, or speak at the to Monique GPC lounge. Thesedirectly to arrange services will be aprovided mutuallybyconvenient time.RMT (Registered Massage Therapist). Take advantage of thise opportunity a professional during our conference breaks and support the Breakfast Club of Canada. You can also donate directly to the GPC 21st Annual Conference Fundraiser on line from your desktop or mobile device at: https://tinyurl.com/gpc2019conference Canadian Society of Corporate Secretaries 18th Annual Corporate Governance Conference 5 Governance Professionals of Canada 21st Annual Corporate Governance Conference 5
Fairmont Le Chateau Frontenac Floorplans FLOOR PLAN LOWER LEVEL Conference Rooms AYLMER Registration & Information Verchères STARBUCKS HALDIMAND Main Plenary Room ELEVATORS Salle de Bal Exhibitor Hall, Meals & Refreshments Frontenac, Petit Frontenac, Bellevue and Salon Rose MONTMAGNY B Breakout Tracks BEAUHARNOIS Jacques Cartier Salle de Bal MONTMAGNY ELEVATORS A Place D’Armes Le Cellier ELEVATORS Closing Dinner & Reception VAUDREUIL Salle de Bal Mini Workshops Jacques Cartier Place D’Armes Le Cellier Montmagny A Montmagny B LE CELLIER ELEVATORS Roundtables Beauharnois “Meet & Greets” at the GPC Booth (Salon Rose) Jacques Cartier Montmagny A Break Time Monday, August 19 Montmagny B 7:30 am – 8:15 am General Meet and Greet Quebec 10:30 am – 11:00 am Toronto Chapter Meet and Greet Laval 12:15 pm – 1:30 pm Calgary Chapter Meet and Greet Haldimand 3:40 pm – 4:10 pm Edmonton Chapter Meet and Greet Place D’Armes Welcome Reception Break Time Tuesday, August 21 Exhibitor Hall 7:45 am – 8:20 am BC Chapter Meet and Greet 10:40 am – 11:10 am Ottawa and Quebec Chapter Meet and Greet 3:00 pm – 3:30 pm Saskatchewan and Manitoba Chapter Meet and Greet Governance Professionals of Canada 6 21st Annual Corporate Governance Conference
Conference Rooms FLOOR PLAN Registration & Information LOBBY LEVEL Verchères 1608 Main Plenary Room WINE & CHEESE BAR Salle de Bal Exhibitor Hall, Meals & CHAMPLAIN BISTRO LE SAM Refreshments ELEVATORS Frontenac, Petit Frontenac, Bellevue and Salon Rose Breakout Tracks Jacques Cartier Salle de Bal JACQUE S - CARTIER Place D’Armes Le Cellier Closing Dinner & Reception Salle de Bal PLACE- ELEVATORS Mini Workshops ELEVATORS D'ARMES Jacques Cartier Place D’Armes Le Cellier ACCESS TO Montmagny A LE CELLIER Montmagny B Roundtables SALON DES Beauharnois GOUVERNEURS Jacques Cartier Montmagny A Montmagny B Quebec Laval Haldimand Place D’Armes Welcome Reception Exhibitor Hall Governance Professionals of Canada 21st Annual Corporate Governance Conference 7
Conference Rooms Registration & Information FLOOR PLAN FLOOR PLAN Verchères LEVEL 02 LEVEL 03 SALON ROSE SALONROSE SALON ROSE LEVEL 02 LEVEL 03 SALON ROSE Main Plenary Room BELLEVUE Salle de Bal BELLEVUE BELLEVUE BELLEVUE TIT- TENAC PETIT- PETIT- ELEVATORS ELEVATORS ELEVATORS Exhibitor Hall, Meals & FRONTENAC PETIT- ELEVATORS FRONTENAC Refreshments FRONTENAC Frontenac, Petit Frontenac, Bellevue and Salon Rose Breakout Tracks NTENAC FRONTENAC FRONTENAC CQUES -CARTIER FRONTENAC Jacques Cartier Salle de Bal ELEVATORS ELEVATORS ELEVATORS ELEVATORS Place D’Armes Le Cellier ELEVATORS ELEVATORS HÈRES ELEVATORS ELEVATORS ELEVATORS ELEVATORS VERCHÈRES VERCHÈRES VERCHÈRES ELEVATORS ELEVATORS Closing Dinner & Reception ACE MONTCALM LÉVIS ST-LOUIS MONTCALM LÉVIS ST-LOUIS RMES MONTCALM LÉVIS MONTCALM ST-LOUIS LÉVIS ST-LOUIS Salle de Bal QUÉBEC QUÉBEC QUÉBEC QUÉBEC Mini Workshops LAVAL LAVAL LAVAL LAVAL Jacques Cartier Place D’Armes Le Cellier SALLE Montmagny A SALLE SALLE DE BAL SALLE DEDEBAL BAL Montmagny B DE BAL ELEVATORS ELEVATORS ELEVATORS ELEVATORS Roundtables ACCESS TO SALON ACCESS TO SALON DES GOUVERNEURSACCESS TO SALON ACCESS TO SALON DESGOUVERNEURS GOUVERNEURS Beauharnois DES DES GOUVERNEURS Jacques Cartier Montmagny A Montmagny B Quebec Laval Haldimand Place D’Armes Welcome Reception Exhibitor Hall Governance Professionals of Canada 8 21st Annual Corporate Governance Conference
Exhibitor Hall 6 1 100 100 Frontenac 7 2 100 80 8 3 100 100 4 9 100 100 5 100 100 Petit Frontenac 10 80 80 16 11 80 100 17 e vu lle 80 12 Be 13 100 14 100 15 80 Salon Rose 80 18 100 100 20 19 100 Governance Professionals of Canada 21st Annual Corporate Governance Conference 9
Pre-Conference • Increase performance and productivity while Sunday, August 18 navigating the many demands and busy schedule of a governance professional, and • Focus on their areas of greatest talent, while 12:00 pm learning to manage blind spots within their overall Registration Opens profile LEARNING MATERIALS 1:00 pm – 4:00 pm Haldimand Each participant will receive the following: Optional half-day workshop – English • A code for the CliftonStrengths TOP 5 assessment *Additional registration fees apply (formerly known as the StrengthsFinder) Profiling Your Strengths to Bring Your Best Self • Strengths Performance Centre workshop workbook • A Strengths name badge insert to be shared/ to the Board displayed during the session Use your unique talents to build influence, to create The program was created for both individual and team stronger relationships, and to reach your highest potential. discovery. Thoughts will be shared around how the program can be leveraged for personal, work team, and To excel, governance professionals need to master both even board performance. the expected and unpredictable aspects of their work. There are many key relationships to build, moving Join us to explore your personal Strengths Profile and parts to coordinate, deliverables to meet, and people develop your practice as a governance professional! to influence. This workshop will give participants the opportunity to discover their distinctive combination Workshop leaders: of talents that can make them truly powerful in their Antoine Carrière, a bilingual Gallup-certified strengths roles as governance professionals. Participants will learn coach and trainer, has been a Strengths champion for how to apply their natural talents to help them develop over 9 years and is actively involved in helping individuals a confident presence – regardless of circumstances or and teams discover their talents to unlock their potential. conditions that may arise in the workplace. His Top5 Signature themes are Relator | Strategic | Maximizer | Achiever | Arranger. The positive psychology program is based on Gallup’s Strengths-based Development. The workshop will be Bonnie Oakes Charron is a governance specialist and divided into two components: first understanding talents active in the profession as a tribunal member, corporate and how they are present in each participant; then, director, and entrepreneur – often working in the space focusing on their practical application in governance. where governance meets administration. Her Top5 Signature themes are Input | Intellection | Deliberative | Participants will have the opportunity to see how Ideation | Individualization. an individual’s Strengths Profile can be applied to a variety of corporate secretarial functions: compliance, maintenance of governance framework, communicating 5:30 pm Petit Frontenac, Frontenac, Bellevue, Salon Rose and relationship-building with directors, executives, and First-timers’ Welcome Reception other stakeholders, ethics, and managing the annual Official welcome by the GPC Board and President cycle of meetings. WHAT YOU CAN EXPECT 6:00 pm – 7:30 pm Petit Frontenac, Frontenac, Bellevue, Salon Rose During this workshop, participants discover a clearer path to success, learn about their top talents and acquire Welcome Reception strategies/techniques to develop them. The program will Join us for the official conference kick off in our exhibitor allow participants to: hall and meet your conference sponsors, exhibitors and • Sharpen their positive self-awareness as the fellow colleagues. CliftonStrengths focuses on potential • Understand their natural tendencies (act, think, Sponsored by: behave) • Discover how they filter their world (emotions, preferences, talents) • Develop their influence Governance Professionals of Canada 10 21st Annual Corporate Governance Conference
Conference Program In this hands-on interactive session, we will explore how to: • Take risks, step outside of our comfort zone and become more agile Monday, August 19 • Transform corporate cultures into being others Focused where support for one another helps ideas to flourish 7:30 am – 8:15 am Petit Frontenac, Frontenac, Bellevue, Salon Rose • Create a supportive environment where judgement Breakfast in the Exhibitor Hall is parked and open communication leads to authenticity and creativity 8:15 am – 8:45 am Salle de Bal • Shift to a place of gratitude when giving and GPC Annual General Meeting receiving messages or dealing with difficult conversations 8:45 am – 9:00 am Salle de Bal • Embrace diversity of perspectives leading to greater inclusion and team cohesiveness Opening Remarks • Use communication as a super power Lynn Beauregard, President, Governance Professionals • ...and much more! of Canada An entertaining, energetic and one of a kind session that will have you laughing and learning at the same time. 9:00 am – 10:30 am Salle de Bal Not to be missed! Opening Keynote: Shifting Mindsets: Agility, Managing Facilitators: Chris Earle and Shari Hollett Change and Fostering Innovation through Communication 10:30 am – 11:00 am Petit Frontenac, Frontenac, Bellevue, Salon Rose Networking Break in the Exhibitor Hall This unique, fun and highly interactive keynote presentation by Second City Works features experiential, improv-based learning activities designed 11:00 am – 12:15 pm Salle de Bal around our conference theme of Resilience, Agility and Plenary Session: Innovation. Second City Works will take us through A Director’s Perspective: The To-do List practical and engaging exercises to better understand the for Resilient Boards of Directors methodology of Improv that is the cornerstone to effective communication, better preparedness and heightened A panel discussion on the key characteristics for boards creativity through collaboration. that want to remain resilient and agile in harnessing Becoming a successful organization doesn’t happen the opportunities and managing the risks of the overnight – on top of that, staying successful isn’t just current operating environment, and their views on the a matter of continuing with the status quo. Success governance professional’s role. requires a good deal of change and adaptability. While we typically fear change, improv embraces it as an Moderator: Helle Bank Jorgensen, CEO and Founder opportunity. By challenging our preconceptions and of Competent Boards Inc.; Member of HRH Prince of accepting failure as a natural part of the creative process, Wales global A4S Expert Panel; Board Facilitator for UN organizations are stronger, more collaborative and more Global Compact; Former Chair of Datamaran and Global innovative in their culture and competitiveness. Compact Network Canada Second City Works will impart key lessons and share skill Panel: Suzanne Gouin, Corporate Director; sets that distinguished alumni such as Tina Fey, Steve Hubert T. Lacroix, Strategic Counsel, Blakes Montréal; Carrell and Bill Murray have leveraged to build successful Josée Morin, Ing., MBA, ASC, Corporate Director human relationships. The practice of this methodology is simple and universal allowing participants to utilize its 12:15 pm – 1:30 pm Petit Frontenac, Frontenac, Bellevue, Salon Rose benefits both personally & professionally. Networking Lunch in the Exhibitor Hall So how do you change from a culture that is reactive to change to one that is proactive with agility? The GPC conference brings together a unique gathering of key suppliers of critical products and strategic solutions With the help of Second City’s Alumni Facilitators, we to help the governance office achieve its objectives. will take a playful approach and incorporate mindful There is no other marketplace like it in Canada! Use this reflection to address some of the key issues you face as opportunity to maximize your time with these vendors and governance professionals. to have a chance to fully explore their solutions. Governance Professionals of Canada 21st Annual Corporate Governance Conference 11
1:30 pm – 2:30 pm - Roundtable Discussions Tuesday, August 20 A. Understanding Director Fiduciary Duties - Beauharnois Moderator: Kevin West, Founder, SkyLaw 7:45 am – 8:20 am Petit Frontenac, Frontenac, Bellevue, Salon Rose B. Defining and Monitoring Board Policies - Jacques Cartier Moderator: Brigitte Catellier, Vice-President, Breakfast in the Exhibitor Hall Governance, Meridian Credit Union 8:20 am Salle de Bal C. The Power of Networking - Montmagny A Moderator: Peter Wright, President, The Planning Group Opening Remarks D. Crown and Public Sector Governance - Aylmer 8:30 am – 9:30 am Salle de Bal Moderator: Laura Edgar, Vice-President, Board and Organizational Governance, The Institute on Governance Opening Keynote E. Regulatory Overview for Listed Entities - Montmagny B Becoming a Next Generation Governance Moderator: Christopher Jones, Partner, Blakes Organization – Balancing Risks and Ethics in an F. Best Practices in Records Management - Le Cellier Age of Accountability and Transparency Moderator: David Masse, Barrister and Solicitor, In our ever-changing Canadian corporate governance Caravel Law LLC landscape, new challenges, objectives, mandates and purposes G. Not for Profit Governance - Haldimand arise within organizations. To tackle present challenges and Moderator: Anne Corbett, Partner, Borden Ladner Gervais plan for future occurrences, every Governance Professional H. IT Solutions in Governance - Place D’Armes and their boards must develop strategic approaches and Moderator: Peter Landers, Partner, Global Governance practical insights into next level governance. Our keynote Advisors speaker draws from her extensive experience with boards across multiple sectors and industries, to deliver a power- packed session on strategic and sustainable value creation. She 2:40 pm – 3:40 pm - Roundtable Discussions explores establishing and maintaining the balance between (Select from topics above, same locations) risks and ethics, while supporting an overarching framework of accountability within the organization, and to shareholders and 3:40 pm – 4:10 pm Petit Frontenac, Frontenac, Bellevue, Salon Rose other stakeholders. In the age of transparency, demonstrating a mastery of this skillset will set organizations apart from the Networking Break in the Exhibitor Hall and rest, and embody the spirit of resilience, agility an innovation TSX Market Close within the present age. Speaker: Poonam Puri, Professor, Osgoode Hall 4:10 pm – 5:10 pm Salle de Bal Law School, Affiliated Scholar, Davies Ward Phillips & Plenary Session: Vineberg LLP The Role of Governance Professionals in Mediating the Space Between the Board of Directors and Sponsored by: Management Our panel takes a close look at the growing strategic importance of the governance professional: structuring your 9:40 am – 10:40 am - Concurrent Sessions role, your vision and demonstrating your value within the organization. Track A: The Governance Professional Place D’Armes Session 1A: Pay Equity, Equal Pay, Pay Disparity, Moderator: Tracey Riley, Global Assurance Leader and Gender Pay Gap – Transparency for All Governance Specialist, PwC Panel: Brigitte Catellier, VP Corporate Governance, In October of 2018, the Canadian Government Meridian Credit Union; Ivy Lumia, Corporate Secretary, announced proactive pay equity legislation that would Canadian Centre for Occupational Health and Safety / be applicable to federally regulated employers. The Government of Canada; William Sheffield, Chair Houston Act to Establish a Proactive Pay Equity Regime within Wire and Cable Company; Director, Velan Inc., Burnbrae the Federal Public and Private Sectors (Pay Equity Farms Ltd., Longview Aviation Capital, Family Enterprise Act) is meant to ensure that more women are fairly Xchange compensated for their work. How does this compare to the focus on equal pay in the U.S. or the U.K.’s new disclosure requirements for companies to report on Sponsored by: their gender pay gap. Where do pay disparity and pay transparency fit into the picture? 5:10 pm - Day Ends – Free Evening for Delegates This panel will explain these new and evolving pay topics, and discuss what the implications for companies will Governance Professionals of Canada 12 21st Annual Corporate Governance Conference
be, as well the role of the board and of the governance • How to improve the regular communication professional in understanding how these topics impact vehicles to enhance and encourage engagement internal and external stakeholders. while ensuring compliance • How to maximize engagement opportunities with Speakers: Michelle Tan, Principal, Hugessen Consulting; your shareholders Lynne Lacoursière, Partner, Osler, Hoskin & Harcourt • Understanding who you are talking to and what LLP; Dominic Cole-Morgan, Senior Vice-President, Total engagement means to them Rewards, Scotiabank • What is the current substance of engagement focused on? • Hybrid shareholder meetings Sponsored by: • What lies ahead? Moderator: Lara Donaldson, Director Regulatory and Industry Affairs, Computershare Track B: Critical Issues in Governance Jacques Cartier Speakers: Marc P. Lindsay, Senior Strategist, Session 1B: The Corporate Whistleblower: Investment Stewardship, Vanguard; Daniel Oh, Why Whistleblowing Should be Top of Mind Managing Director, Corporate Governance, Morrow for All Boards and Governance Professionals Sodali; Paul Schneider, Head of Corporate Governance, Ontario Teacher’s Pension Plan An effective internal system for handling reports of Sponsored by: suspected wrongdoing and unethical conduct is an essential element of a strong corporate culture and has been shown to contribute to improved business performance. This session will explore the whistleblower programs at a various 10:40 am – 11:10 am Petit Frontenac, Frontenac, Bellevue, Salon Rose leading organizations and why increased whistleblowing is Networking Break in the Exhibitor Hall a positive indicator for the board. The discussion will cover: • Elements of effective whistleblower programs • Benefits of increased reporting 11:10 am – 12:10 am - Concurrent Sessions • Best practices for dealing with anonymous Track A: The Governance Professional Place D’Armes whistleblowers • Role of the corporate secretary or board in Session 2A: Board Diversity 201—Moving From whistleblower programs a Diverse Board to an Inclusive Board • Board reporting on whistleblower issues • Whistleblowing trends over the past few years The arguments for increased board diversity are well- rehearsed – as are the tactics and strategies employed Moderator: Christa Wessel, Chief Operating Officer and to increase representation at the board table, in terms of General Counsel, ClearView Strategic Partners Inc. gender, race, and other identities. But are you aware of the subtle and entrenched mechanisms that can prevent Panel: Karen Thrasher, Deputy Ombudsman and your diverse board from functioning well together? Director, BMO Financial Group; Louise Bérubé, Director This session will discuss what an inclusive board looks Internal Audit, Agropur; Carolyn M. Hadrovic, Vice like, and will give practical examples of work that can be President and Corporate Secretary, Air Canada done to ensure that all voices are heard. Speakers: Shona McGlashan, Vice-President Sponsored by: Governance and Corporate Secretary at Vancity Credit Union; Carol Liao, Assistant Professor, Peter A. Allard School of Law, University of British Columbia Track C: Key Trends in Governance Le Cellier Session 1C: Key Insights That Help Improve Track B: Critical Issues in Governance Le Cellier Shareholder Engagement Session 2B: Disclosure, Governance and Investor engagement is pivotal to the success of Communication in Crisis Management and Canadian corporations. But how can corporations Special Situations engage better with shareholders while keeping The decisions and actions of directors and executives are costs low? This panel will discover some of the ways under constant scrutiny from the media and shareholders corporations can better engage their shareholders and and they must exercise a high degree of care in conducting understand their behaviour. the affairs of the corporation. During special situations, such Topics discussed will be: as moments of shareholder activism or hostile takeovers, the stakes are high and the pressure is on. Governance Professionals of Canada 21st Annual Corporate Governance Conference 13
With every decision under examination, it is critical that Speakers: Dottie Schindlinger, Vice-President, Thought directors and executives have a game plan in place before Leadership, Diligent; Christopher Jones, Partner, Blakes a special situation arises. In this panel discussion you will hear about modern trends in special situations, identify Sponsored by: key points for your board, and learn important principles of crisis management and strategy including setting up and running special committees. 12:10 pm – 1:30 pm Salle de Bal The session takeaways will be: Lunch, Joyce Borden Reed Award and GPC-EP • About the trends in special situations Graduation Ceremony • The first principals of a crisis reaction strategy • Understanding the role of special committees Moderator: Leigh-Anne Norris, Associate, Norton Rose 1:30 pm – 3:00 pm - Mini Workshops Fulbright Canada Mini Workshop A: Not for Profit Montmagny B Speakers: Amy Freedman, Chief Executive Officer, Best Practices for NFP Annual Members Meetings Kingsdale Advisors; Arden Furlotte, Vice-President, Legal and Corporate Secretary, SNC-Lavalin; Heidi Reinhart, This interactive session will cover: Partner, Norton Rose Fulbright Canada • Timeline and practical tips for advance preparation for the AGM Sponsored by: • Skills for preparing the board chair • Clarity on what motions are required and how to manage unanticipated situations Track C: Key Trends in Governance Jacques Cartier The session will be delivered in three main segments: Session 2C: Governance in the Digital Age: 1. The Essentials: Basic requirements for calling and A Survival Guide for Governance Professionals holding an annual members meeting 2. Ensuring Outcomes: Tips for panning to ensure and Boards success; dealing with special business Digital technologies are impacting every part of business, 3. Preparing for the Unexpected: How to prepare the however the majority of corporate directors are not Chair in advance, anticipating problems, etc. technology literate. Yet, the companies that embrace a digital mindset in the boardroom are seeing exceptional Speaker: Anne Corbett, Partner, Borden Ladner Gervais results and are quickly outpacing their peers and Sponsored by: competitors. The question is: how can boards thrive in the digital age, and what should company secretaries do to help directors reach their potential? This panel will provide insights on: Mini Workshop B: Public Sector Jacques Cartier • How and why digital technology is disrupting Onboarding Your Directors: Adding Value to the traditional governance work Public Sector Board • Changing role of board directors, corporate secretaries and what the future may bring The days of welcoming a new director with a handshake, • Tactics for educating directors on technology topics a parking pass and a manual are long gone. Just as • How to help your board become more “digitally- governance and the expectations of directors continue to minded” in its approach to strategy evolve, so should onboarding practices as well. • Board “personality profiles” in the digital age and what this means for corporate secretaries The care you invest in the design and delivery of your • Strategies for governance professionals to stay onboarding program can make a new director feel current with the latest technology trends welcome. It also generates dividends in terms of directors’ • How good governance increases the odds of digital capacity to hit the ground running. The session will cover: transformation success • Key elements of an effective onboarding program • How blockchain and tokenization may affect • How to pace your onboarding so you don’t overload company ownership a new director • Understanding the key governance challenges and • Maximizing a board mentorship program through opportunities in a tokenized securities blockchain world shared accountabilities • What governance strategies for blockchains can • Adding value to the board teach us about corporate governance Speaker: Shelagh Donnelly, Governance Consultant and Trainer, Exceptional EA Governance Professionals of Canada 14 21st Annual Corporate Governance Conference
Mini Workshop C: General Montmagny A Mini Workshop E: General Le Cellier Board Director DNA Assessment: Trends and Tackling the Policy Giant: A Guide to Corporate Implications in Board Composition Policy Development and Administration The Canadian Credit Union Association (CCUA) Policies set out high-level principles or rules that govern completed a research project with York University’s decisions or actions in relation to a specific matter of Schulich School of Business to identify the profile of importance, including matters that are required by a top performing director. The results of the study regulators. A corporate policy framework, done right, developed the Director “DNA”. guides decision making, reflects an organization’s values, provides good governance and helps to reduce risk. Too This session, applicable to all sectors, will share the often though, organizational policies are mismanaged. components of the Directors DNA and discuss the They lack a coordinated and consistent method for implications. It aims to stimulate a dialogue that should the development, approval and administration which take place at every board table and an opportunity can leave employees frustrated and confused and the for each volunteer to consider areas of personal organization offside its policies. This introduces risk to an development opportunity. organization. • Stimulate thinking and dialogue about the best composition for your board Increasingly, the role of policy management is becoming • Consider renewal needs on your board and what is one of the Governance Professionals’ responsibilities. required with new board directors If this is a situation in which you find yourself, this 90 • Introduce a similar discussion at your board table minute presentation is for you. Join two seasoned governance professionals who will share their trials and Speaker: Korinne Collins, Vice-President, Professional tribulations of tackling the policy giant. Throughout the Development and Events, Canadian Credit Union Association presentation and round-table discussions you will have plenty of opportunities to share your policy concerns, get answers to your policy questions, and collaborate with colleagues facing similar challenges. Attendees will gain Mini Workshop D: General Place D’Armes a broad understanding of effective policy development, Fundamentals and Best Practices of Shareholder approval and administration processes and walk away Meetings: Running a Successful AGM with a governance framework and useful templates which can be used in your own organizations. This interactive session will provide insights on how to manage the complexities of planning for an AGM. From Speakers: Christine Thomas, Director, Legal, the mailing of proxy packages to the importance of Subsidiary Investments, Canadian Medical Association; meeting regulatory deadlines, the session will go over: Sally Maziarz, Assistant Corporate Secretary, EPCOR Utilities Inc. • An A to Z overview of the regulatory requirements and industry best practices for running an AGM including: • Filing deadlines: What to know about being in 3:00 pm – 3:30 pm Petit Frontenac, Frontenac, Bellevue, Salon Rose compliance with National Instrument 54-101 Networking Break in the Exhibitor Hall (“NI 54-101”) and NI 51-102 • Notice and Access vs. traditional mailing • Examples of other AGM alternatives from AST’s experience as Transfer Agent. (ie. Hybrid meetings) 3:30 pm – 4:30 pm - Concurrent Sessions • A review of the proxy tabulation process which are key to understanding how your votes come in Track A: The Governance Professional Jacques Cartier Session 3A: The Role of Boards in Shaping, Speaker: Charito de Vera, Vice-President, Overseeing and Monitoring Corporate Culture Relationship Management, AST Trust Company; June Lutchman, Corporate Secretary, Golden Star For many Boards and the Governance Professionals who Resources Ltd. support them, it is crucial to explore what it means to identify, to monitor and to report on a desired culture within an organization. The alignment between actual Sponsored by: corporate culture and the desired culture is difficult and amorphous concept to grasp. However, failure to do so can lead to crises of trust that can significantly impact brand reputations and investor confidence. The presenters Governance Professionals of Canada 21st Annual Corporate Governance Conference 15
of this work suggest that there are effective and practical Track C: Key Trends in Governance Le Cellier methods to engage in organization wide discourse to Session 3C: Emerging Strategies and Trends in engender alignment between staff values, leadership the Field of Environmental and Social Disclosure values and desired organizational values. They will discuss: in Canada • Defining what a corporate culture is • What can happen when boards fail to pay attention to • How ESG factors transform our corporate DNA a disconnect between the desired corporate culture/ • ESG Engagement: practical approach to meet vision and the actual culture of the corporation investors’ and other stakeholder demands/needs • How culture can be assessed, measured and aligned • Managing environmental and social disclosure as with a corporate vision and then monitored through governance issues and oversight of risks that might adoption of tangible and incremental desired behaviours impact long term financial value creation • What kinds of questions could boards be asking, • Linking compensation to metrics related to and what kinds of systems could be implemented to environmental and social disclosure provide insight into shifts in desired behaviours • Closing the gap between the ESG information Moderator: Matthew Fortier, Vice-President, Policy, companies are providing and what investors want Institute of Corporate Directors to know • Social purpose investing Speakers: Heather Laxton, Chief Governance Officer and Corporate Secretary, Wesdome Gold Mines Ltd.; Moderator: John Truzzolino, Director, Donnelley Sarah Neville, Director of Policy Development, Canadian Financial Solutions Coalition for Good Governance (CCGG); Margie Parikh, Board Director and Governance Consultant Speakers: Judy Cotte, CEO, ESG Global Advisors Inc.; Catherine McCall, Executive Director, Canadian Coalition for Good Governance (CCGG); Louise Champoux- Track B: Critical Issues in Governance Place D’Armes Paillé, Board Member and Lecturer, Hôpital Ste-Justine Session 3B: Management Information and Board and UQAM; Daniel Oh, Managing Director, Corporate Decision-Making: What do Boards Need to Know Governance, Morrow Sodali and How to Keep Them Informed Sponsored by: The criticality of a truly informed board has never been more apparent. Is the information that boards currently receive sufficient? Does management information provide for effective decision making at the board table? In the faster-paced highly-interconnected world in which we now work, decision-centric information can improve board interpretation and therefore speed up strategic 6:30 pm – 11:30 pm Salle de Bal decision making. Reception, Dinner and Entertainment This session will address the following: Theme: Québec Winter Carnival – Dîner en Blanc • Learn about new tools and trends that influence (All White Affair) boards today • How can a board better define its decision-based information needs? At the end of the second conference day, participants, • What can management do to better align the sponsors and speakers will gather to mix and mingle, management information it generates with the enjoy good food and celebrate governance achievements strategic/governing decisions that boards must within the past year. As a nod to our theme, guests are make? encouraged to participate in our all white affair. • What external information is available to impact decision-making and how can boards use it to their Sponsored by: advantage? • Using social media to navigate your stakeholder sentiment and to stay ahead of the curve Speakers: Jeff Vanderby, Senior Manager, Product Marketing, Cision; Laura Edgar, Vice-President, Board and Organizational Governance, The Institute on Governance Sponsored by: Governance Professionals of Canada 16 21st Annual Corporate Governance Conference
Wednesday, August 21 9:45 am – 11:15 am Salle de Bal Closing Plenary Session: 8:00 am – 8:30 am Vercheres Getting the Board’s Buy-In: How to Convey Your Breakfast Message and Prepare for the Inevitable Challenges of the Directors’ Q&A 8:30 am – 9:45 am Salle de Bal Governance Professionals and their senior management Opening Keynote: team can learn how to make presentations to the board in a manner that is impactful, engaging and Governance in the Eye of the Social Media helpful. Learn firsthand how experienced board leaders Hurricane: How Companies and Boards Need to be want and need information presented to them and Agile and Prepare for Crisis Emerging in the New how you as a governance professional and your senior Social Media World management can do the following: Social media has overtaken traditional means of • Influence and guide your board – how to handle communication to customers, employees and difficult questions while getting your point across shareholders. However, few boards have the tools and • Get ready for your board presentation: lessons from processes to allow the agility to respond to emerging the trenches crisis, or to tap to the opportunity to build resilience • Prepare your board presentations for the best impact and connect directly to stakeholders. In this energetic • Help your management team and executives engage session, we will discuss questions that should be asked with the board effectively by the board, steps to get up to speed, and we will • Make clear, purposeful presentations that help demystify why social media matters for governance boards make decisions professionals. We will explore the following based on • Get your point across effectively real case studies and best practices: • Handle the rogue members and their hidden agenda • How to influence stakeholders while maintaining • Managing reputational risk for the company and your calm during question time responding to social media crises • Building resilience by building the ability to play in the same arena Speakers: Gigi Dawe, Director, Corporate Oversight and • Developing and supervising social media as an Governance, Research, Guidance and Support Group/ emerging official, but also unofficial, channel of Division, CPA Canada; Hugh Bolton, Director, WestJet communication to the public and to shareholders Airlines Ltd., Past Non-Executive Chairman of the Board • How to react when social media disrupt your of EPCOR Utilities Inc. and Past Chairman, Chief Executive company strategy, compensation policies or Officer and Partner of Coopers and Lybrand, Past Board succession planning Member of Capital Power Corporation, Teck Metals Ltd., • The particular agility to build in case of cybersecurity TD Bank Financial Group, Canadian National Railway breaches gone viral and Matrikon Inc.; Recipient of the 2017 GPC Peter Dey • Dealing with a social CEO Governance Achievement Award. • Dissecting the digital activity of the activist shareholder or stakeholder • Understanding the impact of tough social media Sponsored by: campaigns to build the resilience of your employees • Building pro-active lines of defense • Structuring the board processes to allow rapid alignment and decision making 11:15 am Salle de Bal Conference Recap and Closing Remarks Keynote Speaker: Estelle Métayer, Founder and President, Competia and Corporate Director 11:30 am End of Conference Governance Professionals of Canada 21st Annual Corporate Governance Conference 17
multinational corporations. Speaker Profiles Hugh has received numerous citations recognizing his Louise Bérubé accomplishments within business, his profession, and his Director Internal Audit contributions to public policy. Agropur In November 2017, the Governance Professionals of Louise is a Chief Audit Executive Canada presented Hugh with the Peter Dey Governance who spent over two decades in audit Achievement Award for Excellence in Governance. focusing on risk, governance and The Institute of Chartered Accountants of Alberta internal audit management. She has been the Internal has distinguished Hugh Bolton with a Fellowship, Audit Director at Agropur Cooperative since 2010. As a a Distinguished Service Award, and a Lifetime CPA, CA she worked for a Big 4 firm and continued her Achievement Award. career working in the printing, insurance and beverage industries for companies having locations internationally. Antoine B. Carrière She is a member of the Institute of Internal Auditors Strengths Coach and Trainer (IIA) and the Ordre des CPA du Québec where she also volunteered. She has served as the Vice-President Training Antoine is a seasoned coach, trainer for the IIA-Montreal Chapter and within the Working and entrepreneur. He has worked in Group on Need Analysis with the Ordre des CPA du private, not-for-profit organizations as Québec. well as federal government positions delivering programs and projects locally, provincially and nationally. Antoine As the Director of Internal Audit, Louise is responsible for has an ability to clarify the vision, to develop overall developing, organizing and directing the Cooperative’s direction, is level-headed and will help determine the Internal Audit plan, facilitating risk management activities best approach to reach objectives. His mission is to help and handling the ethics line. Reporting directly to the and inspire people. As a strengths-based coach and Audit Committee, she promotes governance and risk course leader, Antoine believes that everyone is unique management. She recently received her certification as and everyone has the potential to excel in their own CRMA (Certified Risk Management Assurance) and CIA way. Each person is naturally inclined to do or act in (Certified Internal Auditor). a certain matter, one that is uniquely their own. And therefore, self-awareness is the foundation to becoming Hugh J. Bolton an impactful individual. Director WestJet Airlines Ltd. Brigitte Catellier Vice-President, Corporate Governance Hugh Bolton is an influential senior Meridian Credit Union executive and business leader. He is one of Canada’s most distinguished corporate directors, In January 2018, Brigitte joined respected among his peers and within financial, Meridian Credit Union as Vice-President, investment and governance circles. Corporate Governance. With Meridian’s launch of a federal digital bank in April 2019, Brigitte was appointed Hugh serves on the Corporate Oversight and Governance Corporate Secretary of Motus Bank. In January 2019, Advisory Board of the Chartered Professional Accountants Brigitte joined York University as Adjunct Professor of of Canada, Edmonton’s Advisory Council of the Institute Osgoode Hall Law School. of Corporate Directors, the Edmonton Downtown Academic & Cultural Centre Foundation’s Board of Prior to Meridian, Brigitte held positions at Sun Life Directors and the CN Edmonton Community Board. Financial as Vice-President, Associate General Counsel and Hugh recently completed long-standing board tenures Corporate Secretary as well as Corporate Secretary and with leading Canadian corporations, including WestJet Head of Governance of HSBC Bank Canada. Prior thereto, Airlines Ltd., TD Bank Financial Group, the Canadian Brigitte spent close to a decade as Vice-President, Legal National Railway Company (Director Emeritus) and Capital and Corporate Secretary of Astral Media Inc. and prior Power Corporation. thereto, she was Associate General Counsel and Associate Secretary of Canadian National Railway Company. Since retirement, he has been an active Corporate Director with Coopers & Lybrand (PricewaterhouseCoopers), Brigitte obtained her BCL/LLB degrees from McGill following 40 active years. Hugh has considerable domestic University (National Program) in 1988 and was admitted and international experience in assisting Canadian to the Quebec Bar in 1989. She began her legal career at Governance Professionals of Canada 18 21st Annual Corporate Governance Conference
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