Monday, August 21, 2017

Opening Keynote

Tête à tête on Sustainability risk and climate disruption…are we bracing for impact?

  • A new world sustainability agenda: understanding the transformational impact of the United Nation’s Sustainable Development Goals (SDGs)
  • Where is the conversation in Canada and how are Canadian organizations preparing for climate risk and disruption?
  • What is the fiduciary duty of boards toward climate risk?
  • Creating a culture of integrity, transparency and leadership toward sustainability and climate risk in Canada…what does that mean?

Moderator: Catherine Gordon, President & Founder, SimpleLogic Inc.
Speakers: Helle Bank Jørgensen, President, Global Compact Network Canada; Ed Waitzer, Partner, Stikeman Elliott

Sponsored by: 

Plenary Session

Board panel: The role of the board in times of turbulence, risk and uncertainty

Speakers: Peter J. Dey, Chairman, Paradigm Capital Inc.; Barry Perry, President and CEO, Fortis Inc.; Susan Wolburgh Jenah, Coporate Director and Senior Advisor, Aird & Berlis LLP; Jo Mark Zurel, Owner, President and Corporate Director, Stonebridge Capital Inc.;

Sponsored by: 

Plenary Session

Key Trends and Update in Corporate Governance Best Practices

Korn Ferry Hay Group works in partnership with the Governance Professionals of Canada (GPC) to conduct an annual survey on “Best Practices in Corporate Governance”. Companies all across Canada give their opinions on the evolving corporate governance landscape and its effects on organizations. This presentation will discuss the results from our 2017 Best Practices in Corporate Governance Survey.

Speaker: Christopher Chen, Senior Client Partner and Canada Practice Leader, Executive Pay and Governance, Korn Ferry Hay Group Ltd.

Sponsored by: 

Roundtable Discussions

  1. Subsidiary GovernanceNeil Puddicombe, Associate General Counsel and Director of Subsidiary Governance, BMO Financial Group
  2. The Board’s role in strategy and oversightGigi Dawe, LL.M, Director, Corporate Oversight and Governance, Chartered Professional Accountants of Canada
  3. Enhancing the profile of the Corporate SecretarySylvia Groves, President and Creative Director, Governance Studio Inc.
  4. Shareholder engagement – TBD
  5. Not for Profit Organizations challenges and issuesLouise Pauzé, President, Happico Consulting
  6. Public sector Organizations challenges and issuesMaria Capozzi, Principal, Strategic Initiatives & Board Governance, Office of the Auditor General (Manitoba); Laura Edgar, Vice President, Board & Organizational Governance, Institute On Governance; Krystyna Kott, Chief Internal Auditor, Ontario Securities Commission
  7. Proxy votingLara Donaldson, Director, Regulatory and Industry Affairs, Computershare Canada
  8. Cybersecurity – Richard Wilson, Partner, Cybersecurity & Privacy Consulting, PWC
  9. How boards should address ethics, risks and integritySara Gelgor, Head of Regulatory Compliance, Retail Banking and Wealth Management, HSBC Canada
  10. Role of the board when crisis hitsLawrence Ritchie, Partner, Osler, Hoskin & Harcourt LLP; John Valley, Partner, Osler, Hoskin & Harcourt LLP
  11. ESG and sustainability in governance frameworksMilla Craig, Founder and President, Millani

Tuesday, August 22, 2017

Opening Keynote

Economic Outlook: Trump, Trade, Taxes & Turbulence

Douglas Porter has over 30 years of experience analyzing global economies and financial markets. As Chief Economist at BMO Financial Group, he oversees the macroeconomic and financial market forecasts and co-authors the firm’s weekly flagship publication, Focus. Mr. Porter manages the team that has won numerous awards including Best Forecaster for Canada by Focus Economics in 2016, top Canadian forecaster by Bloomberg and the prestigious Lawrence Klein award for forecast accuracy of the U.S. economy.

Speaker: Douglas Porter, Chief Economist and Managing Director, BMO Financial Group

Sponsored by: 

Track A: Leading Practices in Governance

Session 1A: Regulatory panel: Whistleblowing, Proxy System, Diversity, Disclosure and more!

This panel will review the current regulatory landscape and discuss the latest changes, trends and need-to-know developments to be on the lookout for, that may impact disclosure and governance processes in your organization.

Speakers: Lara Donaldson, Director, Regulatory and Industry Affairs, Computershare Canada; Ross McKee, Partner, Blake, Cassels & Graydon LLP; Pierre Tellis, Senior Legal Counsel & Chief Compliance Officer, TSX Trust Company

Sponsored by: 

Track B: The Board and the Governance Professional

Session 1B: When the Boardroom becomes a battleground - Dealing with unhealthy conflicts

Boardrooms are often full of passionate, independent-minded, knowledgeable and outspoken individuals. Disagreements and negotiations are often unavoidable, and healthy debate is a sign of an engaged and effective board - but what happens when boardroom conflict is left unchecked and unresolved? This session will look at the common causes of conflict in the boardroom, the dangers of leaving conflict unattended, and will include a group discussion about the role of the Governance Professional in managing and coping with difficult and sensitive situations. The discussion will include:

    • Boardroom Dynamics
    • Board Governance
    • Crisis Management
    • Overcoming Challenges

Speaker: Heather Laxton, Chief Governance Officer & Corporate Secretary, Wesdome Gold Mines Ltd

Track C: Critical Issues in Governance Session

Session 1C: Board Evaluations – Why Bother?

This session will provide a better understanding of board evaluation purposes, pitfalls (and how to avoid them),

Board evaluation processes, tools and methods, and board evaluation outcomes. The speakers will also cover:

    • Survey says? You have the data, but how do you affect change to continuously improve?
    • Behaving badly, how to change behaviour in your boardroom

Speakers: Rob DeRooy, Vice President Governance and Strategy, Governance Solutions Inc ; Tom Bursey, Senior Fellow, Corporate Governance, Center on Governance, Faculty of Social Sciences, University of Ottawa

Track D: Key Trends in Governance

Session 1D: Privileged and Confidential. Or is it? What can you do to better protect your organization?

    • What happens when sensitive internal communications are now part of a lawsuit or dispute?
    • What can you do to better protect your company?
    • Learn what “privileged and confidential” really means and whether your normal business operations are undermining your ability to protect your company.

You will hear from two experienced board directors, lawyers and business executives, about the challenges that companies face when sensitive information could have been protected, but wasn’t. Attendees will also receive a primer on the law of legal privilege and will walk away with a ‘howto’ guide on best practices.

Speakers: Sara Gelgor, Head of Regulatory Compliance, Retail Banking and Wealth Management, HSBC Canada; Poonam Puri,Professor, Osgoode Hall Law School and Affiliated Scholar, Davies Ward Phillips & Vineberg LLP

Track A: Leading Practices in Governance

Session 2A: Developing and implementing an effective insider trading prevention program

Although many senior management teams and directors are well versed in the potential issues and understand trading protocols, employees who have stock-based compensation, may not and may put both themselves and the company at risk. This session will explore ways to set up a truly effective program, including communication, specific education, trading windows, trading blackouts, protocols for breaches and managing the internal processes. This session will be focused on programs for publicly traded companies, but will also have useful information and ideas for any organization (e.g., crown or private company) that has trading restrictions that impact its employees or management teams because of access to undisclosed material information.

Speaker: Sylvia Groves, President, Governance Studio Inc.

Track B: The Board and the Governance Professional

Session 2B: Equipping your board for optimal decision-making

This session will identify and address the dynamics and components of effective decision-making with a focus on how the governance professional can address these in the pre-read materials provided to directors in advance of meetings. In addition this session will delve deeper into the dynamics of group decision-making and how pre-read materials can proactively address the related risks in the boardroom. The discussion will cover:

    • Increasing the value of the corporate secretary and governance professional to the work of the board
    • Positively influence the quality of board oversight through decision-making effectiveness
    • Identifying and proactively addressing issues that undermine sub-optimal decision-making
    • Creating tools for consistently effective and relevant group decision-making

Speaker: John Dinner, President, John T. Dinner Board Governance Services; Dottie Schindlinger, Governance Technology Evangalist, Diligent

Sponsored by:   

Track C: Critical Issues in Governance

Session 2C: Twist on director independence: defining director independence - real v. potential conflicts of interest v. independence of thought

This session will provide invaluable insight and practical advice to enable participants to:

    • Determine how “independence” should be defined at their respective companies
    • Learn of best practices for dealing with any conflict of interests
    • Gain a deeper understanding of how to foster independent board culture
    • Define director independence
    • Obtain considerations across various company structures (e.g., for profit Corp v. NFP Co-op)

Speakers: Margaret Bawden, Principal, The Osborne Group, Director, Medbuy Corp; Shona McGlashan, Chief Governance Officer, Mountain Equipment Co-op (MEC); Michelle Tan, Principal, Hugessen Consulting

Track D: Key Trends in Governance

Session 2D: Disclosure, governance and communication in crisis management situations: At the heart of corporate reputation

This session will discuss:

    • What happens when crisis hits?
    • How does the board step in?
    • How to manage a situation where management is facing allegations of misdeeds
    • The latest disclosure practices with respect to governance, engagement strategies with stakeholders (investors, consumers, public) to mitigate reputational damages
    • Determining the level of appropriate and necessary disclosure as well as the communication challenges in crisis situations

Speaker: Lawrence Ritchie, Partner, Osler, Hoskin & Harcourt LLP; Jane Shapiro, Senior Vice President, National Practice Leader, Corporate + Crisis Communications, Hill+Knowlton Strategies

Sponsored by:   

Track A: Leading Practices in Governance

Session 3A: From shareholder activism to shareholder engagement: Trends, developments and legal updates

This panel will discuss:

  • The current status of shareholder activism in Canada;
  • The increasing trend of shareholder engagement (internationally and in Canada);
  • What should be in your shareholder engagement policy;
  • What do corporate secretaries and board members need to know to ensure effective engagement that is on-side with securities laws;
  • The impact of new takeover bid rules, for both bidders and potential targets;
  • The role of new defensive tactics
  • What can boards, directors & management do to defend themselves against a hostile takeover.
  • The latest on plans of arrangement in Canada
  • When do you need a fairness opinion from your financial advisor?
  • When do you need two fairness opinions?

Speakers: Amy Freedman, Chief Executive Officer, Kingsdale Advisors; Jennifer Longhurst, Partner, Davies Ward Phillips & Vineberg LLP; Poonam Puri, Professor, Osgoode Hall Law School and Affiliated Scholar, Davies Ward Phillips & Vineberg LLP

Sponsored by:             

Track B: The Board and the Governance Professional

Session 3B: The role of the board in leadership transitions: Maximize return and minimize risk

“About 40% of executives who change jobs or get promoted fail in the first 18 months.”
(Fortune Magazine, 2012)

How can you can transform the success rate of your new leaders and keep up critical organizational momentum

during the handover period?

This session will cover:

  • What can your organization do today to prepare for a change in leaders
  • Learn about critical focus areas that can enhance success.
  • What does leadership transition planning as a system require from the Board, Organization, Leaders and
  • Team. What is the role of the board in leadership transitions;
  • How to maximize return and minimize risk
  • The critical interface between the outgoing/incoming leader and the board
  • Why leadership transitions fail and how boards and management can apply practical solutions
  • How to start leadership transition planning now - before a departure decision is made
  • How to ensure leadership transition preparedness when your organization faces an emergency departure

Speaker: Jane Halford, Co-Founder, BOLT Transition Inc.

Track C: Critical Issues in Governance

Session 3C: Best practices and importance of documenting mandates of oversight functions

The importance of a clearly documented and validly approved mandate for Committees, and various Officer positions should not be underestimated. Too often these simple documents are neglected and overlooked. A well-written document that clearly sets out the roles and responsibilities of each Committee and / or oversight function / officer position is integral to ensure clear delegation of authority and accountability. Regulators also look at these documents to ensure that the proper governance framework and oversight is in place.

In this session we will discuss the importance of these foundational documents and review a few practical and helpful tips in drafting them.

This session is designed for clerks, or assistant corporate secretaries who are tasked with drafting these mandates and presenting them to the Board for approval. It will include practical tips and templates. This practical, hands-on session will review:

  • Clear drafting tips
  • Emphasis on need to document governance framework clearly
  • Template mandates
  • Documenting mandates of oversight functions
  • Documenting clear authority, responsibilities and accountability
  • Things to remember to keep your regulator happy

Speaker: Christine Thomas, AVP, Legal Services & Governance, MD Financial Management Inc.

Track D: Key Trends in Governance

Session 3D: Best practices in implementing ESG in a governance framework

Investors globally are increasingly integrating material Environmental, Social and Governance (ESG) issues into their investment processes and their engagement with issuers and this is creating a shift landscape regarding fiduciary duty. Given the Governance Professional has a key role to play regarding the disclosure of these material ESG issues and is the conduit through which Investor Relations, Communications, and Sustainability teams communicate with the board, this panel will discuss how they are experiencing this shifting landscape and practical ways to implement ESG within a governance framework.

Speakers: Carmel Bellamy, Corporate Secretary and Senior Director, Governance, Member & Co-operative Relations, The Co-operators; Charles Canfield, Principal Corporate Governance Officer, International Finance Corporation; Milla Craig, Founder and President, Millani;  Bindu Dhaliwal, Associate General Counsel & Director , Environmental, Social and Governance, Legal, Corporate & Compliance Group, BMO Financial Group

Sponsored by:   

Workshop A:
Not for profit strategy and governance and a case study on how the CBA changed their governance structure using Participative Design

  • Gain a deeper understanding of the context facing non profits, charities and similar organizations
  • What are thriving NFPs doing ‘right’?
  • Take away insights into strategic questions about the board and top executives will need to confront in your organization
  • Explore a case study to examine how the CBA changed their governance structure using Participative Design.
  • What characteristics made this methodology successful for this project?
  • What were the outcomes?
  • What were the lessons learned?

Speakers: Cathy Cummings, Executive Director, Canadian Corporate Counsel Association (CCCA); Louise Pauze, Principal, Happico Consulting; Tim Plumptre, President, Tim Plumptre & Associates Inc.

Workshop B:
Trends in separation of board governance (stewardship) and operational management

Many corporations now are tending to COMPLETELY separate the board from having management representatives thereon to ensure there are no conflicts of interest and to ensure the board can provide objective stewardship over the corporation.

For example, many boards are no longer appointing the CEO as a board member. Many are also having the Corporate Secretary be an independent contractor to the board. As well, many CS (who are General Counsel usually have a dual reporting to the CEO (in their capacity as GC) and the Chair (in their capacity as CS)

The session will discuss:

  • How conflicts of interest issues could arise in the role of corporate secretary who reports to both the chair and a CEO.
  • How boards can ensure that they provide effective stewardship over the corporation.

Speaker: RJ Falconi, Managing Director, RayleeValleyGroup; Rob DeRooy, Vice President Governance and Strategy, Governance Solutions Inc.

Workshop C:
Oversight Responsibilities of Public Sector Boards

This session will focus on the unique governance issues faced by crown corporations, agencies, boards and other distributed governance (‘arms length’) government organizations.

Participants will gain a better understanding of governance in the public sector, including the inter dependencies  and interactions among governmental institutions that are essential to making the system work effectively, foster improved transparency, accountability and stewardship.

The discussion will focus on:

  • Challenges faced by public sector Boards of Directors and corporate secretaries
  • Appointment process challenges, given a political context
  • Evaluating public sector Boards
  • Public scrutiny (media, Auditor General reports, other audits/reviews by government)
  • Importance of rigorous oversight by Boards of Directors in a public sector environment

Speakers: Maria Capozzi, Principal, Governance, Office of the Auditor General (Manitoba); Laura Edgar, Vice President, Board & Organizational Governance, Institute on Governance; Krystyna Kott, Chief Internal Auditor, Ontario Securities Commission

Workshop D:
Board Primer: Dealing with Bribery and Corrupt Practices

This hands on session will deal with the issues surrounding compliance within the regulatory environment for different kinds of organizations.

A hands on and interactive session, topics will include:

  • Assessing the risks
  • What is your organization’s exposure?
  • Setting up a compliance program
  • Training, training, training
  • Knowledge of the regulatory environment: UK, Canada and US
  • How to assess risk in your organization
  • How to develop a compliance and training program

Speaker: Janis Riven, Adjunct Professor, John Molson School of Business

Wednesday, August 23, 2017

Plenary Session
Human Rights: The Next Governance Frontier: Emerging issues, legal requirements and best practices on how to engage with domestic Indigenous communities and with foreign cultures

A new frontier is emerging in governance, driven by global activities, supply chains, and emergent international norms: Human Rights as a governance concern. In the age of social media, human rights missteps by you, your suppliers, or your customers can explode into public relations and governance crises at unprecedented speed. A purely domestic business, or a seemingly uncontroversial product or service, is no guarantee of immunity.

This session will: provide an overview of the international, and national, laws, treaties, codes of conduct - the “hard” and “soft” law - that creates ever expanding human rights expectations for organizations. Through notable examples, it will highlight the risks that businesses may face in the area. It will provide examples of the sorts of solutions that can be adopted - and the governance practices that revolve around those – to foreclose risks that, today, many organizations do not even realize they face.

Panelists will also discuss:

  • Recognizing potential human rights issues in their organization’s operations (including supply chains).
  • An appreciation of the various sources of obligations or expectations that can be seized upon by critics in the area.
  • A framework to consider solutions, including governance approaches, to risks in the area.
  • Tips and tactics for effectively engaging with First Nations

Moderator: Geoffrey D. Creighton, Immediate Past President and Chair, In-House Counsel Worldwide, and Member, BlackRock IRC

Panelists: Gordon Currie, Executive Vice President and Chief Legal Officer, George Weston Limited (Toronto); Maryantonett Flumian, President, Institute on Governance; Brent Bergeron, Executive Vice President, Corporate Affairs and Sustainability, Goldcorp Inc.

Sponsored by:           

Track A: Leading Practices in Governance
Session 4A: New Trends in Boardroom Diversity & Ontario’s New Diversity Regime

This session will focus as much on board composition, highlighting skills, diversity, peer review, and term limit best practices, as well as:

  • Board renewal best practices
  • Diversity policy best practices
  • Director competency and peer review best practices

Speaker: Richard Leblanc, Associate Professor, Law Governance & Ethics York University

Track B: The Board and the Governance Professional
Session 4B : Benchmarking Corporate Governance

Organizations are moving beyond compliance with regulatory requirements and seeking to adopt best practices in Corporate Governance. This session will explore the following questions:

  • What does it mean to have adopted the highest
  • standards in corporate governance?
  • What are the best practices that you should benchmark against?
  • How can you move the dial?
  • What are stakeholders’ expectations and how will they evolve?
  • What are the consequences of not adopting best practices?

Moderator: Brigitte K. Catellier, Former VP, Associate General Counsel & Corporate Secretary, Sun Life Financial

Speakers: Frédéric Duguay, Partner, Hansell LLP; Matt Fullbrook, Manager, Clarkson Centre for Board Effectiveness; Rotman School of Management; Catherine McCall, Director of Policy Development, Canadian Coalition for Good Governance

Track C: Critical Issues in Governance
Session 4C: Cybersecurity: The Board’s role, Canadian Governance Requirements, and what to do in case of a cyber breach


    • What is the board mandate?
    • Is the board equipped to make proper decisions on preparedness?
    • Statutory/Regulatory frameworks:
      • PIPEDA / Provincial Privacy Legislation
      • Criminal Code
      • CASL (Anti-Spam)
      • OSFI / CSA / Case law
    • Governance Framework and key questions
    • Challenges and opportunities
    • Preparing for a breach situation
During and Post-Breach:
    • Important board obligations during a breach
    • Board’ role and lessons learned
    • Executing your plan for different scenarios
    • Legal & forensic considerations
    • Q&A

Speakers: Maryann S. Besharat, Director, Legal & Compliance, Intact Financial Corporation; Jeffry Powell, CEO, GGS (Global Governance Software); Richard Wilson, Partner, Cybersecurity & Privacy, PWC

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