The Governance Professional 20 Years On - 20th Annual Corporate Governance Conference - Governance Professionals of ...
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The Governance Professional… 20 Years On
Victoria, BC • August 19-22, 2018
20th Annual Corporate Governance Conference
Fairmont Empress Hotel | Victoria, BC
GPC 2018 Conference Onsite Program - Full Draft 5.indd 1 2018-08-08 1:17:01 PM
Governance Professionals
of Canada
2017-18 Board of Directors
Sunday, August 19, 2018
Carmel Bellamy
Corporate Secretary and Senior
Director, Governance, Member &
Co-operative Relations, Dear Conference Delegate,
The Co-operators Group Limited
Guelph, ON On behalf of GPC, welcome to the 20th Annual Corporate Governance Conference
in beautiful Victoria BC! We are pleased to provide this onsite program, which will
Brigitte Catellier
assist in guiding you through your next few days with us, so keep it handy.
Vice- President, Corporate Governance
Meridian Credit Union
This year’s conference themed: ‘The Governance Professional...20 Years On’,
Toronto, ON
brings together leading governance experts and practitioners to provide an up close
Misti Christensen (Chair) look at the role of the governance professional, as well as overall governance trends
Senior Manager, Governance and and best practices. We sincerely hope that you will find this event to be a valuable
Assistant Secretary, Nexen Energy ULC and informative learning and networking opportunity.
Calgary AB
We are pleased to also provide you with our conference mobile “Event App”
Glenn Keeling by Lumi. This app will serve as your companion guide and provide all of the
Senior Partner, Executive conference information you need to maximize your experience here with us.
Compensation and Governance You will find in the Event App: the map of the facilities, sponsor information,
Global Governance Advisors presentations and documents that were submitted by presenters, a list of your
Toronto ON fellow delegates and more.
Cyndie Kremyr (Secretary) This year again we have a color scheme for our name badge lanyards in order to
Independent Director encourage more local networking (legend on p. 4), so that you can seek out and
Abbotsford, BC identify colleagues in your region. We encourage you to also drop by the GPC booth
located in the Exhibitor Hall at the designated times, to meet your local peers and
David Masse GPC board members, and where you can make a donation to our Charity of Choice:
Principal, Governance View Breakfast Club of Canada.
Toronto ON
If we can enhance your conference experience in any other way, please reach out
Sally Maziarz (Vice Chair) to a GPC staff member or board member. You can usually find us at the registration
Assistant Corporate Secretary desk or in the GPC Booth.
EPCOR Utilities Inc.
Edmonton AB A few special notes of thanks: To our GPC conference committee members for their
time, support and contribution to this event; to our speakers for contributing their
Janis McKenzie (Treasurer)
time and expertise to our programming; and to all of our sponsors and partners –
Independent Director
you make this event possible and our success is yours too.
Oakville ON
Bonnie Oakes Charron Finally, as you experience the event, please take the time to fill out your conference
Founder and Principal, evaluation survey, which is available electronically (see p. 5) and on the conference
Board Concierge App as well. We appreciate and will use your feedback to plan future GPC
Ottawa, ON conferences, as well as other GPC events. As an additional incentive, we will draw
from the completed evaluations for a FREE registration to our next annual conference
Josée Turcotte to be held in Quebec City, August 18 – 21, 2019!
Senior Vice-President, Corporate
Secretary and Head of Governance I hope you enjoy the conference!
HSBC Bank Canada Program printing courtesy of:
Toronto, ON Lynn Beauregard
President, GPC
Lynn Beauregard
President, Governance Professionals
of Canada
Toronto, ON
Governance Professionals of Canada
2 20th Annual Corporate Governance Conference
GPC 2018 Conference Onsite Program - Full Draft 5.indd 2 2018-08-08 1:17:01 PM
Professional Accreditation Table of Contents
LAW SOCIETY OF ONTARIO: The 2018 Annual Corporate Governance Lanyard Legend 4
Conference program has been accredited for Professionalism Content for the Onsite Essentials 5
sessions as indicated on the program.
Hotel Floorplan 6
BARREAU DU QUÉBEC: Training activities held outside the Province of Québec, Exhibitor Hall 7
and approved by another Canadian law society or international law societies, are Program Details 8
accredited by the Barreau du Québec.
Speaker Profiles 16
Attendees from Quebec need to declare in their training statement the training Corporate Features 31
hours attended and to retain proof of registration and participation. When filing Sponsors 51
their online statement, attendees may use the ID # 10017364 which is applied to
such automatically accredited training activities. Note: Members of the Quebec Save the Date for 2019 52
Bar 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
continue obligatoire des avocats.
Conference
LAW SOCIETY OF SASKATCHEWAN: Registrants may be eligible to complete up
to 13.5 CPD hours and 3 ethics hours. at a Glance
LAW SOCIETY OF BRITISH COLUMBIA: The GPC 20th Annual Conference has Pre-Conference:
Sunday, August 19
been approved for 27 course hours by the LSBC.
• Optional local tours
Sessions at the conference are also eligible for the GPC Education Program • First-timers’ Welcome Reception
(GPC- EP) CPD requirement (up to 11 hours), and may also be eligible for ICSA, • Welcome Reception
CPA, paralegal or other programs. Individuals need to check for eligibility and • Optional Dine Around Victoria
submission requirements with their law societies or other professional bodies.
Attendees registered for CPD or CLE hours for the conference will receive a Day One: Monday, August 20
certificate of attendance following the conference upon request. Certificates • Annual General Meeting
of attendance may also be requested via email after the event. If you have any • Opening Keynote
questions relating to CPD hours or CLE credits, please see Albert Orellana onsite • Plenary Sessions
or email him at albert.orellana@gpcanada.org • Roundtable Discussions
• Closing Plenary
• Free evening for delegates
Passport Program - Network and Win!
Day Two: Tuesday, August 21
Your interaction, networking and enjoyment is our end goal here. Move beyond • Opening Keynote
passive listening and become part of the action at the conference! • Concurrent Sessions:
• Track A: The Board and
The more you network the more chance you have to win 3 nights the Governance Professional
and a $100 Spa Gift Certificate to be used over the conference dates • Track B: Critical Issues in
next year at the Fairmont Le Chateau Frontenac in Quebec City, QC on Governance
August 18 – 21, 2019. • Track C: Key Trends in
Governance
Check in with our sponsors at their exhibitor booths and get their 4-digit code
• Workshops: Choice of 5
at the back of their conference badge to enter in the “Game Center” inside the
• Reception, Dinner &
conference App and collect 10 points per sponsor!
Entertainment
Tweet out content using the conference hashtag #gpcvic2018 from the app and
collect 3 points per tweet! Day Three: Wednesday, August 22
• Plenary Sessions
Upload a conference networking photo to the app and collect 2 points per photo!
• Concurrent sessions: Choice of 3
Meet a first timer – get their 4-digit code and collect 2 points
Meet a GPC board member – get their 4-digit code and collect 2 points
Governance Professionals of Canada
20th Annual Corporate Governance Conference 3
GPC 2018 Conference Onsite Program - Full Draft 5.indd 3 2018-08-08 1:17:02 PM
Charity of Choice: Breakfast Club of Canada
For 23 years, The Breakfast Club has
been committed to nurturing the potential
Governance Professionals of children by ensuring that as many
of Canada 2018 Conference as possible have access to a nutritious
Committee breakfast served in an environment that
promotes their self-esteem before classes
Brigitte Catellier begin. Much more than a breakfast
VP Corporate Governance program, the Club’s approach is based on
Meridian Credit Union commitment, self-esteem and capacity development. It partners with communities
and regional organizations to establish an optimal formula adapted to local needs.
Glenn Keeling
Now active across Canada, the Breakfast Club helps feed some 200,000 Canadian
Senior Partner
Global Governance Advisors
children in 1,600 schools across the country.
Cyndie Kremyr
Independent Director Local Engagement
Josée Turcotte
Senior Vice President, We look forward to ‘amping’ up the local engagement at this year’s conference!
Corporate Secretary, We have set up THREE different strategies in an effort for GPC to maximize local
Head of Governance engagement networking at this event.
HSBC
1. Color Scheme for Lanyards
The name tag lanyard colour scheme is broken down by region for all attendees at
the conference, in order to facilitate local peer to peer engagement.
GPC Staff Team
PURPLE: Alberta, Northwest Territories, Yukon
Lynn Beauregard,
YELLOW: British Columbia
President
BLUE: Ontario
Caroline Bucksbaum,
Membership & Event Coordinator Newfoundland & Labrador, Prince Edward Island,
ORANGE:
Nova Scotia, New Brunswick
Albert Orellana,
Manager, Events & Special Projects WHITE: International
GREY: Quebec
Letricia Fullerton,
Manager, Administration, Education & GREEN: Manitoba, Saskatchewan, Nunavut
Special Projects
Mable Zheng,
Accoutning & Finance 2. Scheduled Breaks per Region at the GPC Booth
Seare Araya, GPC will host a lounge in the exhibitor hall. We are designating specific break times
IT Administrator 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
are welcome to the General Meet and Greet on Monday morning. Check p. 6 for
the full schedule.
3. Tuesday Luncheon seating
Last but not least, GPC will provide seating assigned by region at the Tuesday
(August 21st) sit down luncheon in the Crystal Ballroom. Please look for the
assigned tables for your your region/chapter.
Governance Professionals of Canada
4 20th Annual Corporate Governance Conference
GPC 2018 Conference Onsite Program - Full Draft 5.indd 4 2018-08-08 1:17:02 PM
Onsite
OnsiteEssentials
Essentials
Win
Win a free
a free pass
pass toto CSCS
GPC 2017
2019 in St. John’s,
in Quebec City!NL
ThisThis
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the the conference
conference evaluation
evaluation will will
onlyonly be made
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available electronically.
electronically. You can complete the survey
as you go, within the event app, or be sure to submit your commentsbe
You can complete the survey as you go within the event app, or sure
and to submit
feedback your
after thecomments and
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valuable to us!
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the conference, improve your overall experience and tailor future events to meet your needs.
the conference, improve your overall experience and tailor future events to meet your needs.
Bonus!
Bonus! Complete
Complete your
your conference
conference survey
survey by September
by September 2, 2016
7, 2018 andand
youyou have
have a chance
a chance of winning
of winning a a
FREE 2017 CONFERENCE PASS to St. John’s, NL, August 20 – 23,
FREE 2019 CONFERENCE PASS to Quebec City, BC, August 18 – 21, 2019. 2017.
Follow Us!
Follow Us!
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conference is aisTwitter-friendly
a Twitter-friendly event!
event! WeWe encourage
encourage you
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stay connected on social media as you go, all within the app!
Android and iOS users: Get the app
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social media as you go, all within the app!
Questions about the app or need help downloading? Please visit the Lumi Helpdesk near the
registration desk, or at Booth 17 during the exhibitor hall hours.
Professional Headshot Photographer
Get a Massage and/or a Professional Headshot and Support our
In exchange for donations to our Charity of Choice, CSCS will be offering a headshot photography
Charity
service to of Choice!
delegates on a first-come, first-served basis in the Exhibitor Hall, Macdonald DEF. This service
is provided by Monique de St. Croix of Unique Perspectives Photography (also our event photographer).
Take advantage
In exchange of this opportunity
for donations during
to our Charity our conference
of Choice, GPC willbreaks, or speak
be offering to Monique
relaxing directly
neck and to arrange
shoulder
a mutually convenient time.
massages on a first-come, first-served basis in the Exhibitor Hall, at the GPC lounge. These services
will be provided by a professional RMT (Registered Massage Therapist). You can also update your
professional headshot with our official conference photographer Monique de St. Croix from Unique
Perspectives Photography. Take advantage of these opportunities during our conference breaks and
support the Breakfast Club of Canada.
You can also donate directly to the GPC 20th Annual Conference Fundraiser on line from your desktop or
mobile device at: https://tinyurl.com/gpc2018conference
Canadian Society of Corporate Secretaries
18th Annual Corporate Governance Conference 5
Governance Professionals of Canada
20th Annual Corporate Governance Conference 5
GPC 2018 Conference Onsite Program - Full Draft 5.indd 5 2018-08-08 1:17:02 PM
The Victoria Conference Centre
The Victoria Conference Centre
Victoria
Level One
Conference Centre Floorplans
Level One
Level 1
Conference Rooms
Registration & Information
Pre Function 2B
Main Plenary Room
Salon BC
Exhibitor Hall, Meals &
Refreshments
Salon A
Breakout Tracks
Level Two
Level 2 Salon BC
Level Two Saanich
Oak Bay
Closing Dinner & Reception
Crystal Gardens
Mini Workshops
Oak Bay
Saanich
Salon BC
Colwood
Esquimalt
Roundtables
Scheduled Breaks at the GPC Booth (Salon A / Booth12) Salon BC
Saanich
Break Time Monday, August 20
Colwood
7:30 am – 8:15 am General Meet and Greet Oak Bay 1
10:15 am – 10:45 am Toronto Chapter Meet and Greet Oak Bay 2
12:00 pm – 1:15 pm Calgary Chapter Meet and Greet Crystal Ballroom
2:15 pm – 2:45 pm Edmonton Chapter Meet and Greet Shaughnessy
Metchosin
Break Time Tuesday, August 21 Welcome Reception
7:30 am – 8:15 am BC Chapter Meet and Greet Salon A
10:45 am – 11:15 am Ottawa and Quebec Chapter Meet and Greet
2:30 pm – 3:00 pm Saskatchewan and Manitoba Chapter Meet and Greet
Governance Professionals of Canada
6 20th Annual Corporate Governance Conference
GPC 2018 Conference Onsite Program - Full Draft 5.indd 6 2018-08-08 1:17:02 PM
Exhibitor Hall - Salon A
GPC Annual Conference – 2018 Sponsor Information Package
FINAL EXHIBITOR FLOOR PLAN / ROOM: SALON A
Company Booth Company Booth
Company Booth Booth Company
Azeus Convene 5 DiliTrust 1
Convene Inc.
Broadridge 15 5 Nasdaq 1 DiliTrust 2
CISION
Broadridge 9 15 John Dinner Board
2 Governance
Nasdaq 3
Services & The Planning Group
CISION
Computershare 11 9 ISS Corporate 3 John Dinner Board
Solutions 4 Governance
Services & The Planning Group
Diligent
Computershare 13 6 Azeus Convene 5
DiliTrust 1 Globe & Mail 4 ISS Corporate Solutions
6
Diligent 13
Donnelley Financial Solutions 14 ICSA 5 Convene Inc. 7
DiliTrust
GGA 8 1 GGA 8
6 Computershare
Globe & Financial
Donnelley Mail Solutions 6 14 CISION 9
GPC 12 TMX 7 ICSA 10
GGA 8
Institute of Corporate Directors 16 Computershare 8 GGA 11
(ICD)& Mail
Globe 11
ICSA 7 GPC 9 CISION 12
GPC 12
ISS Corporate Solutions 4 Diligent 10 TMX 13
ICSAJohn Dinner Board Governance 3 7 Donnelley Financial Solutions 14
11 Globe & Mail
ISS Services
Corporate & The Planning Group
Solutions 4
Lumi Global 17 Broadridge 12 GPC 15
John Dinner Board Governance
Nasdaq 2 3 Institute of Corporate Directors 16
Services & The Planning Group 13 Diligent
(ICD)
Lumi
TMXGlobal 10 17 Lumi Global 14 Donnelley Financial
17 Solutions
Nasdaq 2 15 Broadridge
*20’ x 10’ booth
TMX 10 17 Lumi Global
*10’ x 10’ booth
* 8’ x 10’ booth
1
Governance Professionals of Canada
20th Annual Corporate Governance Conference 7
GPC 2018 Conference Onsite Program - Full Draft 5.indd 7 2018-08-08 1:17:02 PM
Pre-Conference
Sunday, August 19
12:00 pm Prefunction 2B
Registration Opens
5:30 pm Salon A
First-timers’ Welcome Reception
6:00 pm – 8:00 pm Salon A
Welcome Reception
7:00 pm – 9:30 pm
Dine Around Victoria
A great opportunity to connect with your fellow
attendees and to discover some of the great dining Photo © Tourism Victoria
available in Victoria.
Optional Activities
Saanich Peninsula Wine Tour: Visit some of the most established vineyards on Vancouver Island on this chauffeur driven wine
tour! Tour includes stops at 3 establishments including tastings at each. Enjoy lunch at a local bistro (included).
High Tea at the Empress Hotel: A grand tradition for over a century, the world-renowned Fairmont Empress has served
England’s most beloved ritual of afternoon tea to famed royalty, celebrities, and dignitaries alike. Reinvigorated in our timeless,
sophisticated Lobby Lounge, Tea at the Empress will continue this quintessentially Victoria experience. Includes gratuities (15%)
Guided Kayak Tour: A seaside exploration of historic Victoria Harbour. Visit Seal Island at the entrance to the harbour -OR- travel
up the Gorge both options being equally exciting. On your kayak adventure, you will be greeted by harbour seals, great blue
herons, and if really, really lucky an Orca whale.
Whale Watching Tour: Your Whale Watching tour will take you through some of the world’s most breathtaking scenery.
Everywhere you turn, the photographic opportunities are spectacular. Keep your camera clicking as our on-board naturalist shares
the ecology of the beautiful environment that surrounds you. The 62-foot Ocean Cruiser Marauder IV is fast, quiet, stable and
comfortable. Sit inside, outside, or on the top deck with the Captain – the viewing options are all terrific! Free hot drinks and a
spacious bathroom make this 84-passenger boat suitable for all ages and abilities.
Butchart Gardens: Butchart Gardens National Historic Site of Canada is an internationally-known public attraction that has been
open to visitors since 1904. It is located on the Saanich Peninsula, approximately 21 kilometers north of Victoria, British Columbia.
Whether it be the emerging leaves in the Spring, brilliant pink or white flowers of trees; the dazzling bedding plants framed in by
sweeping lawns or the treat to the nose of a waft of a thousand scents of summer, Butchart Gardens has it all!
Golf: A beautiful championship course rated in the top thirty-five in Canada, amidst a dense lush North Pacific evergreen
forest. Gardens abound the challenging 18 holes with many lakes, rock outcroppings, and even a few waterfalls. Each hole has
a personality of its own, making for an exciting game that favours no specific shot, other than accuracy due to the tightness of
some of the fairways. The signature hole is the 417 yard 17th. Playing downhill from the tee, the hole descends towards a natural
waterfall that provides a dramatic backdrop. The Olympic View practice facility is the finest in Western Canada. Its natural grass
tees, chipping bunkers and five target greens make for a realistic practice environment. Length from the Blue tees is 6530, with
a slope of 133 and a rating of 72.0. This course is perfect for the golfer not minding tighter lies, and smaller target areas, along
undulating fairways.
Governance Professionals of Canada
8 20th Annual Corporate Governance Conference
GPC 2018 Conference Onsite Program - Full Draft 5.indd 8 2018-08-08 1:17:03 PM
Conference Program Speakers: Fiona L. MacDonald, Corporate Director,
GMP Capital; BC Ferry Authority; Royal Canadian
Mint and BC Chapter Chair, Institute of Corporate
Directors; Dave Mowat, Past CEO, ATB Financial and
Monday, August 20 Board Director, TELUS; Margie Parikh, Principal, On
Governance and Board Director
7:30 am – 8:15 am Salon A
Sponsored by:
Breakfast in the Exhibitor Hall
8:15 am – 8:45 am Salon BC 12:00 pm – 1:15 pm Salon A
GPC Annual General Meeting Networking Lunch in the Exhibitor Hall
8:45 am – 9:00 am Salon BC The GPC conference brings together a unique gathering
of key suppliers of critical products and strategic solutions
Opening Remarks to help the governance office achieve its objectives. There
is no other marketplace like it in Canada! Exhibitor hall
9:00 am – 10:00 am Salon BC breaks are built in to the program to maximize your time
Opening Keynote: Gender Diversity with these vendors and to have a chance to fully explore
in Canada’s organizations – How the their solutions.
Governance Professional can Impact
the Change 1:15 pm – 2:15 pm - Roundtable Discussions
1. ESG and the Board – Coro Strandberg, President,
Speaker: Tanya van Biesen, Strandberg Consulting Saanich
Executive Director, Catalyst Canada 2. Subsidiary Governance – Ann Marie McGovern,
Senior Manager Compliance and Senior Counsel;
Sponsored by: Legal, Corporate & Compliance Group, BMO
Financial Group Oak Bay 1
3. Not for Profit Governance – John Dinner, President,
10:00 am – 10:30 am Salon A John T. Dinner Board Governance Services Metchosin
Networking Break in the Exhibitor Hall 4. Crown and Public Sector Governance –
Antoinette Bozac, Chief Legal Officer, Head of
Human Resources & Corporate Secretary, York
10:30 am – 12:00 pm Salon BC Region Rapid Transit Corporation and
Plenary Session: Sarah Neville, Legal Director & Corporate Secretary
Board Panel Discussion – The Governance Ontario Financing Authority Oak Bay 2
Professional 20-Years On – A Board’s Perspective 5. The Board’s Role in Strategy and Oversight –
The role of the governance professional has seen a Gigi Dawe, Director, Corporate Oversight &
significant evolution in the past 20 years. These last two Governance, Chartered Professional Accountants of
decades have brought radical changes in the governance Canada (CPA Canada) Salon BC
ecosystem, including legal, ethical, regulatory, structural and 6. Proxy System Update – Lara Donaldson, Director,
stakeholder-led influences, affecting governance processes Regulatory and Industry Affairs, Computershare
and practices across all sectors. This has had a linear impact Canada Colwood
on the corporate secretary and governance professional.
7. Defining and Monitoring Board Policies –
What was once perhaps more of a transactional role, has
Brigitte Catellier, Vice-President, Corporate
evolved to a much more strategic role today.
Governance, Meridian Credit Union Crystal Ballroom
This session, moderated by Rahul Bhardwaj, CEO of the 8. Cybersecurity – Reporting to the Board –
Institute of Corporate Directors, will examine this shift Alvin Madar, Director, Risk Assurance Services, PwC
and look at how boards and directors view the role and Shaughnessy
influence of the GP, and how they impact their boards,
committees and organizations today. Panelists will explore 2:15 pm – 3:15 pm - Roundtable Discussions
what directors need from GPs and discuss how GPs can
(Select from topics above)
best partner with and support their boards to help lead
their organizations through current disruptive times.
3:15 pm – 3:45 pm Salon A
Moderator: Rahul Bhardwaj, President & CEO,
Institute of Corporate Directors Networking Break in the Exhibitor Hall
Governance Professionals of Canada
20th Annual Corporate Governance Conference 9
GPC 2018 Conference Onsite Program - Full Draft 5.indd 9 2018-08-08 1:17:04 PM
3:45 pm – 5:00 pm Salon BC 9:40 am – 10:40 am - Concurrent Sessions
Plenary Session:
The Chief Governance Officer – Elevating the Track A: The Board and the Governance Professional
Influence of the Governance Professional Session 1A: Who Is Protecting Your Board? How
Your Corporate Secretary and Chief Internal
Moderator: Liz Watson, President and CEO, WATSON Inc.
Auditor are Your Best Defense Salon BC
Panelists: Karen Hoffmann, Chief Governance Officer
& Corporate Secretary, Vancity; Heather Laxton, Chief Aside from the CEO, there are 2 other key roles within an
Governance Officer & Corporate Secretary, Wesdome organization that work directly with the board and often
Gold Mines Ltd.; Shona McGlashan, Chief Governance have a reporting relationship: the Chief Internal Auditor
Officer, Mountain Equipment Co-op (MEC); Bill Wright, and the Corporate Secretary.
Vice President Risk, General Counsel & Governance Officer,
Edmonton Regional Airports Authority Join our panel for a discussion about how these two
roles make all the difference in ensuring the effectiveness
of your governance processes and strategic risk
Sponsored by:
management activities.
Our panelists will share with us important lessons about:
• How to protect your board when difficult issues
emerge and more importantly, defend against such
issues arising in the first place
Tuesday, August 21 • What roles do they play in protecting the board
by ensuring it fulfills its governance functions, and
7:30 am – 8:15 am Salon A demonstrates its due diligence?
• If a crisis arises that the board has to handle
Breakfast in the Exhibitor Hall
(especially if it has to do with the CEO), how do
these two roles help the board deal with such a
8:15 am – 8:30 am Salon BC
critical matter effectively?
Opening Remarks • Leading practices suggest these positions have a dual
reporting relationship -functionally to the board, and
8:30 am – 9:30 am Salon BC administratively to a Senior Executive. How can this
be optimized?
Opening Plenary:
• 3 Best practices for managing the Corporate
How do Boards and Management
Secretary‘s relationship with the board
Create a Cyber Resilient Organization? • 3 Best practices for managing the Chief Internal
Cybersecurity is a board issue of key Auditor’s relationship with the board
importance and there is a clear mandate for all organizations • Who Is Protecting Your Board? How Your Corporate
to manage this risk effectively. It is a complex topic that Secretary and Chief Internal Auditor are Your Best
challenges the governance professional to be well informed. Defense
Richard Wilson will lead a 2-part session to firstly share a Speakers: Brian G. Brown, CIA, CPA, CMA, C.Dir.,
unique, leading-edge cyber governance model that explains CFE, Chief Audit Executive, Executive Division,
what good “defence-in-depth” security governance looks Canadian Grain Commission, Government of Canada;
like. Secondly, Richard will lead everyone through a ‘hands- Maria Capozzi, Principal, Corporate Governance
on’ example of how to apply this governance framework & Strategic Initiatives, Office of the Auditor General
within your own board. The session will be a great (Manitoba); Julia Eastman, University Governance
combination of strategic thinking and practical application. Researcher / Consultant, Adjunct Professor, Gustavson
School of Business, University of Victoria
Speaker: Richard Wilson, CISSP, Partner, Cybersecurity &
Privacy, PwC
Track B: Critical Issues in Governance
Sponsored by: Session 1B: Managing Leadership Transitions:
Equipping the Board for Change Saanich
Leadership transition of an organization’s board chair, CEO
or other executive is a risky time. How do you transform
this situation from one of risk to one of opportunity?
This session will combine leadership transition fundamentals
with real life stories of Canadian leadership changes from
the past few years. Corporate (large and small), public
Governance Professionals of Canada
10 20th Annual Corporate Governance Conference
GPC 2018 Conference Onsite Program - Full Draft 5.indd 10 2018-08-08 1:17:04 PMsector and not-for-profit organizations can all benefit from governance professionals evaluate and refresh current
being prepared for their next leadership change today. practices and identify ways to modernize the board.
The discussion will explore: This session will explore updating long-standing and
• Applying practical tools in the boardroom and in the inherited practices to be current with new and best
C-suite practices in governance, legislation, technology, and
• Equip the board, organization, leaders and team to record keeping.
have an exceptional transition
• Understand leadership transition including the role of Discussion will cover:
the board • Checklists for governance essentials
• Be able to recognize opportunities to contribute to • Process for identifying and evaluating current
leadership transition practices and information
• Increased awareness of risks and mitigating strategies • Ways to update long-standing, inherited information
during a transition and records
• Materials for hand-out and future use
Speaker: Jane Halford, Co-Founder, BOLT Transition Inc.
Dexter John, Executive Vice President, D. F. King Canada Speaker: Ivy Lumia, Corporate Secretary, Canadian
Centre for Occupational Health and Safety, Government
Sponsored by: of Canada; Dottie Schindlinger, VP/Governance
Technology Evangelist, Diligent
Track C: Key Trends in Governance
Sponsored by:
Session 1C: Principles and Elements of Effective
Executive Compensation Design Oak Bay
With the advent of say-on-pay and intensifying scrutiny
from shareholders, government and the public, executive Track B: Critical Issues in Governance
compensation has become a lightning rod for criticism Session 2B: Diversity on Corporate Boards and
and a symbol of how organizations govern themselves Organizations: Where Are We Now? Saanich
and respond to the concerns of various stakeholders.
This session will focus on: The session will focus on the existing and future initiatives
• Best practices for governance professionals to support with respect to increasing board diversity. The speakers
HR Committees will delve into lessons learned, current state and the
• Aligning executive compensation design with trends around future steps. The session will provide data
business strategy and performance on current status as well as future initiatives. Speakers
• Addressing shareholder concerns regarding executive will also delve into barriers which face diverse board
compensation design candidates and provide tips on how to advise nominating
• Understanding the key guiding principles for committees and board as a whole in their strategies on
executive compensation design attracting diverse candidates.
Participants will:
Speaker: Ryan Resch, Managing Director,
• Have better knowledge of existing initiatives to
Willis Towers Watson
promote and increase diversity on corporate boards
Sponsored by: • Understand barriers to entry for diverse board candidates
• Practical tips on advising boards in their process of
increasing diversity
10:40 am – 11:10 am Salon A Moderator: Christopher Chen, Senior Client Partner
and Canada Practice Leader, Executive Pay and
Networking Break in the Exhibitor Hall Governance, Korn Ferry
Speakers: Caroline Codsi, ICD.D, President &
Founder, Women in Governance; Elisabeth Cooke,
11:10 am – 12:10 am - Concurrent Sessions BA, JD Law, Managing Director, Inclusivity; Jo-Anne
Matear, Manager, Corporate Finance, Ontario Securities
Track A: The Board and the Governance Professional Commission; Alena Thouin, Deputy Director, Legal
Session 2A: Modernizing Your Board and Services, Government of Ontario
Governance Framework Salon BC
Sponsored by:
Many organizations have not evaluated or refreshed their
governance framework and practices since incorporation. Law Society of Ontario: This session contains 1 hour of EDI
In an era of unprecedented change, this session will help Professionalism Content.
Governance Professionals of Canada
20th Annual Corporate Governance Conference 11
GPC 2018 Conference Onsite Program - Full Draft 5.indd 11 2018-08-08 1:17:04 PMTrack C: Key Trends in Governance In this session, we will facilitate a discussion about:
Session 2C: Best Practices in Shareholder • It starts with the board and board culture
Engagement Oak Bay • How to get organizational culture on the board
agenda?
In recent years there has been an increase in shareholder • What is the intersection between risk, culture and
activism in Canada and proper preventive measures ethics?
are critical to mitigate the risks associated with this. • Tools boards can use to identify culture risks
Engagement by the board has evolved into regular • Codes of conduct and walking the talk
meetings with shareholders without management • Beyond behaviour and ethics…what other factors
present as an expectation. drive organizational culture (strategy, leadership,
power, tolerance, diversity, etc)
This session will discuss: • Mechanisms by which the board can determine,
• How does the board and management navigate monitor and direct culture
this new era of shareholder engagement? • How the board determines and oversees (and sets
• What topics are appropriate for the board to the tone for) the culture of the entire organization
discuss and what should be left to management
meetings with shareholders Moderator: Mary C. Larson, ICD.D, CEO, L&C Strategic
• What are the benefits of a shareholder Advisory Consultants
engagement policy?
• Hear stories of what worked and what didn’t work Speakers: Debra Brown, D.Min., M.Div., Pro.Dir.,
from GC’s who have changed their practices President and CEO, Governance Solutions Inc.;
• Hear from an institutional investor about what they Geoffrey D Creighton, CEO, In-House Counsel
expect in terms of enhancement and why Worldwide and Member, BlackRock Canada IRC;
• Consider adopting a policy Christie Stephenson, Executive Director, Peter P. Dhillon
• Knowing your shareholders and understanding the Centre for Business Ethics, UBC Sauder School of Business
influence of proxy advisors ISS and Glass Lewis
• The growing influence of governance conscious Sponsored by:
institutional shareholders
Speaker: Jennifer Coulson, ICD.D, Senior Manager,
ESG Integration, Public Markets, BCI; Wendy King, Track B: Critical Issues in Governance
Vice President, Legal, Risk & Governance, Capstone
Mining Corp. Session 3B: Best Practices in Managing AGMs
Saanich
Sponsored by:
• How to reduce the cost of annual shareholder meetings
• CBA – how to handle and manage shareholder
proposals on the floor
12:10 pm – 1:40 pm Crystal Ball & Palm Court • VSM - Virtual Shareholder Meeting
Luncheon
Speakers: Denise Ferreira, Director, Shareholder Services,
Featuring Speaker: Peter Dey, Chairman, Paradigm; Corporate Secretary’s Department, Sun Life Financial Inc.;
The GPC Joyce Borden Reed Award and Graduation Cathy Conlon, Vice President, Corporate Issuer Strategy &
of First GPC Education Program Cohort Product Management, Broadridge Financial Solutions, Inc.
Sponsored by:
1:45 pm – 2:45 pm - Concurrent Sessions
Track A: The Board and the Governance Professional
Session 3A: What Role Should the Board Play in Track C: Key Trends in Governance
Organizational Culture? Salon BC Session 3C: The Corporate Governance Regulatory
Board culture either can act like a jet engine, propelling Landscape: A Discussion on New and Developing
your board forward, or a drag-parachute, holding it Regulations Affecting You and Your Organization
back. This session is about identifying specific cultural Oak Bay
attributes you need in the boardroom and organizations This session will review the current regulatory landscape
and how to be intentional about making that a reality. and discuss the latest changes, trends and need-to-know
The cost of cultural impediments can be measured developments to be on the lookout for, which may
financially, and there is a direct connection between impact your disclosure, governance processes, or policies
positive cultures and superior financial performance: If in your organization.
you can measure it you can change it.
Governance Professionals of Canada
12 20th Annual Corporate Governance Conference
GPC 2018 Conference Onsite Program - Full Draft 5.indd 12 2018-08-08 1:17:04 PMModerator: Lara Donaldson, Director, Regulatory and session will outline factors to consider when adopting
Industry Affairs, Computershare; governance best practices and how to customize
governance practices to suit the organization.
Speakers: Jo-Anne Matear, Manager, Corporate Finance,
Ontario Securities Commission, Nazma Lee, Senior Legal
Topics to be covered will include:
Counsel, Corporate Finance, British Columbia Securities
• Overview of the different types of not for profit
Commission; Christine Tabbert, Deputy Director,
corporations and how that impacts governance
Operations Enforcement, Ontario Securities Commission
• Understanding essential elements of governance
• Accountability in a not for profit context
Sponsored by:
• Board size and composition
• Board role statements
• Codes of conduct
2:45 pm – 3:15 pm Salon A • Committee best practices
Networking Break in the Exhibitor Hall • Tips for effective meetings
Speaker: Anne C. Corbett, Partner, Borden Ladner
3:15 pm – 5:00 pm - Concurrent Workshops Gervais LLP
Mini Workshop A: Sponsored by:
Elected and Appointed Boards –
Challenges and Solutions Oak Bay
Mini Workshop C:
This session will focus on the unique governance issues and
Corporate Strategy Development and the
challenges faced by organizations that are not able to select
or hand-pick their board members, and the ways these
Governance Professional Salon BC
organizations work to ensure a high-functioning board. Join Peter Wright and John Dinner as they debate the role
the Governance Professional could or should play in the
In co-operatives and credit unions, where directors are
development of corporate strategy. Is the Governance
democratically elected, as well as in other organizations
Professional the point person for strategy development? Or
where governments or others appoint board members,
should they remain the passive observer of the process?
governance professionals have to find ways to ensure
their board members are adequately equipped to carry out As debate moderator, Doug McLean will offer his own
their roles effectively. This session will discuss some of the practical insights, as well as help keep the two sides
strategies and processes used by various companies. civil and focused as Peter and John bring their personal
experience, biases and knowledge to bear on this subject.
The session will explore:
• Leading practices for orientation of a “lay” director In addition to having the chance to vote on which
• Steps you can take to ensure a high functioning side of the argument will carry the day, you’ll have
board even where they are not hand-picked the opportunity to consider possible options and
• What others are doing for ongoing director training configurations, as well as go away with practical insights
needs for “lay” directors and tools that will help you to solidify your role when
• Steps you can take to improve the candidate pool your organization next considers its future direction.
• How to educate directors on operations so they can
make good decisions while keeping them at the Speakers: John Dinner, President, John T. Dinner Board
strategic level Governance Services; Doug McClean, Executive Director,
Financial Institutions Commission of British Columbia
Speakers: Carmel Bellamy, Corporate Secretary and (FICOM); Peter Wright, Association Strategist,
Senior Director, Governance, Member & Co-operative Association Hub, and President, The Planning Group;
Relations, The Co-operators; Marilyn Loewen Mauritz,
Chief Transformation and Legal Officer, Corporate
Secretary, Central 1 Credit Union; Sheldon Stener, Mini Workshop D:
General Counsel and Corporate Secretary, Federated Co-
Unique Corporate Governance Challenges Faced
operatives Limited (FCL) by Public Sector Boards and the Governance
Professionals Who Support Them Colwood
Mini Workshop B: This session will start with a brief overview of how
Governance Best Practices for Not for Profit the governance frameworks under which public
Corporations Saanich sector boards are structured differ from those in the
private sector (e.g. the impact of constituting statutes,
An examination of the elements that contribute to government directives and policy decisions on board
good governance for a not for profit corporation. The authority and agency etc.).
Governance Professionals of Canada
20th Annual Corporate Governance Conference 13
GPC 2018 Conference Onsite Program - Full Draft 5.indd 13 2018-08-08 1:17:04 PMThe session will then highlight key trends in corporate Wednesday, August 22
governance and some of the challenges that public
sector governance professionals face in dealing with
7:30 am – 8:30 am Salon A
these challenges (e.g. board succession planning,
director independence, executive compensation, Breakfast
conflict of interest and political activity, impact of
policy decisions and government direction on strategic
planning, etc.). 8:30 am – 8:40 am Salon BC
Conference Recap
The session will conclude with 2-3 case studies derived
from real life public sector governance failures that
8:40 am – 9:40 am Salon BC
have been reported in the media. Participants will
be asked to break into small groups and identify Opening Plenary: Climate Change
the governance issue and recommend how they, as – The Next Frontier for Corporate
governance professionals, would have advised their Governance
boards to achieve a different outcome.
Climate change is a systemic and
Speakers: Antoinette Bozac, Chief Legal Officer systematic risk with the ability to impact nearly every
& Corporate Secretary, York Region Rapid Transit sector of the global economy. Mainstream investors,
Corporation; Sarah Neville, Legal Director & Corporate lenders, insurers, rating agencies and regulators are
Secretary, Ontario Financing Authority seeking enhanced climate-related information from
companies to enable the efficient allocation of capital
in this transition.
Mini Workshop E:
Paving the Path to Success: Creating a Customized Given the urgency of climate change issues, it is essential
Governance Framework for New Entities and that business leaders set a strong tone at the top on climate
Emerging Companies Esquimalt change action and that their boards are knowledgeable
and actively engaged in creating a strategy that addresses
This session will provide key insights into the best climate risk. Those that incorporate climate change into
governance techniques and practices for those involved strategy will be well-positioned to take advantage of new
in creating and managing new entities or newly listed opportunities. In this new era of increased attention to
organizations. climate change issues, governance professionals have
an opportunity to demonstrate leadership by proactively
• Learn how to customize the nuts and bolts of a contributing to global best practices.
governance framework for your organization
• Hear case studies from experts working with new and This session will provide an overview of relevant trends
fast-growing cannabis and FinTech companies and developments related to climate change and discuss
• Discuss governance issues when companies engage in the implications for corporate governance professionals.
transformative transactions (such as a spin-out, new
entity or an initial public offering) Speaker: Sarah Keyes, Principal – Research, Guidance
• Building a culture of good governance, from the & Support, Chartered Professional Accountants Canada
ground up (CPA Canada)
Speakers: Deborah Rosati, Founder & CEO, Women Sponsored by:
Get on Board; Kevin West, Founder, Skylaw
Sponsored by: 9:40 am – 10:40 am Salon BC
Plenary Session: Key Trends and Update in
Corporate Governance Best Practices
Korn Ferry Hay Group works in partnership with the
6:30 pm – 11:30 pm Crystal Gardens
Governance Professionals of Canada (GPC) to conduct
Closing Dinner an annual survey on “Best Practices in Corporate
Reception, Dinner and Entertainment Governance”. Companies all across Canada give
their opinions on the evolving corporate governance
landscape and its effects on the organization and
Sponsored by: executive compensation. This presentation will discuss
the results from our 2018 Best Practices in Corporate
Governance Survey and interviews with the Excellence
in Governance award nominees. Chris Chen will provide
Governance Professionals of Canada
14 20th Annual Corporate Governance Conference
GPC 2018 Conference Onsite Program - Full Draft 5.indd 14 2018-08-08 1:17:05 PMtheir insights into executive pay practices, effectively resource and water scarcity, millennial employees and
mitigating risk and succession planning and assessments. consumers, and other issues are affecting the risks and
opportunities of organizations, their supply chains and
Speaker: Christopher Chen, Senior Client Partner and operating environments now and in the future.
Canada Practice Leader, Executive Pay and Governance,
Korn Ferry Investor, shareholder, regulator, customer, employee and
other stakeholder expectations keep rising.
Sponsored by:
How do Boards get ahead of these trends? What
competencies do they need to build and how? What are
10:40 am – 10:50 am Salon A their blind spots, and how can governance professionals
Mini Break and corporate secretaries help them manage this new
and rapidly emerging development in the governance
professional field?
10:50 am – 11:50 am - Concurrent Sessions
This session will shed light on a roadmap for boards
Track A: The Board and the Governance Professional and those who advise them to anticipate and build best
practices in board oversight of corporate sustainability
Session 4A: EQ for the Governance Professional (and performance.
Boards): How to Build Strong Relationships and be
an Influencer Salon BC Moderator: Coro Strandberg, President, Strandberg
Consulting
The role of corporate secretary is not for the faint-
hearted. It is often a case of walking a thin line between Speakers: Michelle de Cordova, Director, Corporate
management and board, liaising between them. When Engagement & Public Policy, NEI Investments; Dave
conflict arises it is difficult to escape the firing line. Mowat, Past CEO, ATB Financial and Board Director,
Dealing with senior executives and highly assertive TELUS; Erin Poeta, Manager, Hugessen Consulting
board directors requires tact, diplomacy and emotional
intelligence (EQ). The ability to build rapport and forge Sponsored by:
strong relationships is essential to function effectively.
A corporate secretary rarely has the line authority of
a CEO or COO to force change. They need to be an
influencer, a governance advisor with credibility that the Track C: Key Trends in Governance
board will listen to. Session 4C: Moving Workplace Sexual Harassment
up the Risk Register and Board Agenda: #Metoo
This session explores attributes of the emotionally and the Boardroom Oak Bay
intelligent person; the approach to being an influencer,
with particular reference to the demands of management With movements such as #MeToo and #Time’sUp, we’re
and the board. It will equip attendees with the skills and changing how we talk about equality, sexual assault, and
attributes required to successfully navigate the minefield harassment in the workplace.
characteristic to the life of a corporate secretary.
What does this mean for governance professionals and
Speakers: Paul Dubal, Head of Corporate Governance, boards? Some issues we’ll explore in this session:
First Abu Dhabi Bank in UAE; Amanda Finch, Senior • Board responsibilities for leadership in workplace culture
Counsel & Assistant Corporate Secretary, Manulife Bank • The board’s role in crisis response to allegations of
of Canada; Heather Laxton, Chief Governance Officer harassment
and Corporate Secretary, Wesdome Gold Mines Ltd. • What if your board is the problem? How to deal
with individuals who are “untouchable”
Law Society of Ontario: This session contains 1 hour of EDI • Creating and communicating the right values,
Professionalism Content. ethical conduct, human resources policies and
creating a healthy corporate culture that respects the
rights of workers
Track B: Critical Issues in Governance
Speakers: Debra Brown, President and CEO,
Session 4B : Putting the G into ESG: The Role of the Governance Solutions Inc.; Dr. Carol Liao, Assistant
Board and Governance Professional Saanich Professor, Peter A. Allard School of Law, UBC; Shona
McGlashan, Chief Governance Officer, Mountain
Social and environmental issues are increasingly Equipment Co-op (MEC)
becoming material for boards of directors. Climate
change, the low-carbon economy transition, Law Society of Ontario: This session contains 1 hour of EDI
demographic change, income inequality, urbanization, Professionalism Content.
Governance Professionals of Canada
20th Annual Corporate Governance Conference 15
GPC 2018 Conference Onsite Program - Full Draft 5.indd 15 2018-08-08 1:17:05 PMBrown College and Stratford Festival of Canada. Mr.
Speaker Profiles Bhardwaj is a recipient of the Queen Elizabeth II Diamond
Jubilee Medal.
Carmel Bellamy
Corporate Secretary and Senior Director, Antoinette Bozac
Governance, Member & Co-operative Chief Legal Officer, Head of Human
Relations,The Co-operators Resources & Corporate Secretary, York
Region Rapid Transit Corporation
Carmel provides strategic and
operational governance leadership to Antoinette Bozac has 20+ years
The Co-operators Group Ltd. Board of Directors and the of experience in leading diverse
Committees of the Board. In this role, she is accountable teams. In addition to Legal, Compliance and Secretariat
for the planning and execution of duties of the Office functions, she managed Human Resources, Corporate
of the Corporate Secretary and leads the development Social Responsibility, Government Relations and Risk
and delivery of corporate policies, programs and Management. She holds a BA (Honours History,
processes to enhance Board/Director performance and Mathematics) degree from Concordia University and BCL
effectiveness. She also oversees effective communication, and LLB degrees from McGill University. She is fluently
engagement and relations with The Co-operators member trilingual, Lean Six Sigma certified, a synchronized skater,
organizations and co-operative affiliates. Carmel is a and an Ontario and Québec lawyer.
member of the Governance Professionals of Canada (GPC)
Board of Directors where she serves as Chairperson of the She received the 2017 R.V.A. Jones Award from Canadian
Membership Committee and on the Finance Committee. Corporate Counsel Association, presented to counsel
Prior to joining the GPC board, Carmel served two terms whose exemplifies the highest standards. She is Executive-
as a Trustee on The Co-operators Retirement Plan; a in-Residence of CIC.C Business Leadership Program at
defined contribution plan consistently ranked within the University of Toronto Rotman School of Management.
top 10 DC plans in Canada with over $1 billion in assets.
Carmel is also a member of the Institute of Corporate She is: Chief Legal Officer, Head of Human Resources
Directors and Society for Corporate Governance. The & Corporate Secretary of York Region Rapid Transit
Co-operators Group Ltd. is a Canadian co-operative with Corporation; Trustee on Board of Employee Life &
more than $41 billion in assets under administration. Health Benefits Trust for l’Association des enseignant(e)
Through its group of companies it offers home, auto, life, s francophones d’Ontario; and Governor of Concordia
group, travel, commercial and farm insurance, as well as University, its Honorary Degree & Convocation Committee
investment products and is well known for its community Chair, and member of Real Estate Planning and
involvement and commitment to sustainability. Governance & Ethics Committees.
Rahul Bhardwaj, LLB, ICD.D She has extensive Board Director experience, including
Unisource Canada, Montreal Board of Trade, YMCA,
President & Chief Executive Officer,
Institute of Corporate Directors Toronto Philharmonia, York Central Hospital, and
Alzheimer Society of Canada. She served as National
As President & CEO of the Institute of Conference Sponsorship Chair and Mentorship Co-Chair
Corporate Directors, Rahul Bhardwaj of International Women’s Forum of Canada.
leads an organization of over 13,000
members committed to improving national outcomes by Brian G. Brown, CIA, CPA, CMA,
growing the leadership and governance capacities within C.Dir, CFE
Canadian businesses, agencies and not-for-profits. Chief Audit Executive, Executive Division,
Mr. Bhardwaj began his career as a corporate lawyer at Canadian Grain Commission, Government
a leading Canadian law firm. He subsequently served as of Canada
Vice-President for Toronto’s 2008 Olympic bid, and was
President & CEO of the Toronto Foundation for nine years. Brian Brown is a recognized leader
Mr. Bhardwaj currently serves on the boards of Metrolinx, in the internal audit profession with over 29 years of
the Rideau Hall Foundation, the advisory board of 30% experience including 23 years leading five internal audit
Club Canada and the Executive Committee of the Global functions in the private and public sectors. He has also
Network of Director Institutes. provided independent consulting and education services
in the areas of internal audit, risk management, and
Mr. Bhardwaj was Chair of the 2012 Ontario Summer governance. Brian has served the Canadian internal audit
Games, and the Toronto Jazz Festival. Other past board profession for the past 18 years at the local, national,
commitments include Upper Canada College, George and international levels. In 2012, Brian was presented the
Governance Professionals of Canada
16 20th Annual Corporate Governance Conference
GPC 2018 Conference Onsite Program - Full Draft 5.indd 16 2018-08-08 1:17:06 PMYou can also read
