Among the many hard lessons of Worldcom, Enron and the global financial crisis of 2008 was that, as businesses become more complex, a thoughtful and effective subsidiary governance framework is critical.
Parent company boards must finds ways to exercise effective oversight over the company’s subsidiaries. Subsidiary networks can be composed of a few domestic companies or thousands of entities in dozens of jurisdictions. Subsidiaries themselves can be as simple as a special purpose financing vehicle or as complex as regulated, client facing entities with multiple revenue streams. Unlike their public company parents that are subject to stringent continuous disclosure requirements, subsidiaries are opaque and do not lend themselves easily to scrutiny. In addition, companies must find the right balance between the parent company’s need to set group strategy and coordinate group oversight, while respecting the legal duties of subsidiary directors.
Subsidiary governance has moved from an emerging area to one of increased global focus. Courts worldwide are demonstrating a willingness to entertain the idea of piercing the corporate veil for an evolving tort of human rights abuse. Regulators are showing an increasing interest in parent company accountability and management liability for subsidiary oversight. Companies must find ways to ingrain ethical standards and an environmental and social governance conscience throughout multi-faceted enterprises.
Join some of the leading practitioners and academics from across Canada and the United States for this important one day event, and learn more about how to build an effective subsidiary governance framework in your organization.
Presenters will include:
Professor Poonam Puri, Osgoode Hall Law School;
Charles Canfield, Principal Corporate Governance Officer, International Finance Corporation;
Bindu Dhaliwal, Director, Environmental and Social Governance, BMO Financial Group;
Brigitte Catellier, Vice-President and Corporate Secretary, Sunlife Financial;
Neil Puddicombe, Director of Subsidiary Governance (Canada and International), BMO Financial Group;
Jennifer Bennett, Managing Director & Associate General Counsel, Office of the Corporate Secretary, Bank of America Corporation
Barry Cooper, Chairman, BMO Global Asset Management
Dana Easthope, Former Corporate Secretary, Barrick Gold
David Masse, Independent Director, Former Senior Legal Counsel and Deputy Corporate Secretary, CGI Group
Anna Tudela, Acc. Dir., VP, Diversity, Regulatory Affairs & Corporate Secretary, Goldcorp Inc.
Barbara Muir, Deputy General Counsel & Senior Vice President Corporate Affairs & Corporate Secretary
Trevor Vale, Senior Vice President of Sales, Americas, Diligent Corporation
Andrew MacDougall, Partner, Osler, Hoskin & Harcourt LLP
Who should attend: This one day conference will be of interest to you if you are a:
This two-day seminar is a great way to get up to speed or to expand your corporate secretariat skill set. It will examine the responsibilities, roles and accountabilities of the corporate secretary's position, explore best practices and provide practical solutions to current governance challenges. This session will be of great benefit to you if you are new to the profession or provide a great refresher and updates to someone responsible for governance processes and/or compliance processes in your organization.
Sylvia Groves, FCIS
President and Creative Director, Governance Studio
Adding Value to Every Seat at the Boardroom TableTM
Sylvia is a self-proclaimed “governance nerd” who believes in the power of transparency, ethics and continuous improvement to add value. She created Governance Studio from her award-winning work with one of Canada’s foremost governance leaders.
Directors and Corporate Secretaries from all sectors appreciate working with Sylvia to enhance organizational governance and benefit key stakeholders. Sylvia listens to each client’s unique needs and applies her decades of expertise to build the right program for each individual organization. “There is no one size fits all – to be effective, governance has to fit the company and its culture,” notes Sylvia.
Sylvia’s work includes professional speaking, facilitating and consulting. She is the author of the highly acclaimed book: AAA+ Minutes™ – The Three Must-Do Fundamentals And 100s Of Practice Tips For Writing Minutes That Protect Your Organization And Its Directors. She is the recipient of the 2014 Joyce Borden-Reed distinguished contribution award from the Canadian Society of Corporate Secretaries.
Her latest initiative – Diversity One – is a one-step policy that boards can adopt to easily and painlessly improve diversity.
Visit www.GovernanceStudio.ca and www.DiversityOne.org to learn more.
Dr. Richard Leblanc, CMC, BSc, MBA, LLB, JD, LLM, PhD
Associate Professor, Governance, Law and Ethics, York University
Professor Richard Leblanc (http://www.yorku.ca/rleblanc/) is an award-winning teacher and researcher, consultant, governance lawyer and specialist on governance, boards of directors and accountability. He is a former recipient of Canada’s Top 40 Under 40™award, received a teaching award as one of the top five university teachers in Ontario, and was named to Canadian Who’s Who.
Professor Leblanc’s applied research has been used by, and he has advised, financial and securities regulators, investors, hedge funds, and board and committee chairs. He has provided extensive service as an external advisor to boards that have won national awards and peer endorsement from institutional shareholders for their governance practices. He has been retained to advise on defective boards to implement governance and shareholder accountability reform. He has evaluated boards, board committees, committee chairs and CEOs, and has advised on CEO performance and both director and CEO succession planning and removal, consistent with shareholder value creation and accountability.
Janis Riven, LLB & BCL, MBA, PAdm, FCIS, Acc.Dir.
Adjunct Professor, John Molson School of Business, Concordia University
Janis, based in Montréal, has a growing consulting practice on governance and compliance matters with clients encompassing publicly listed and closely held companies, not-for-profits and government organizations. She is currently Adjunct Professor at the John Molson School of Business, Concordia University, where she teaches corporate governance and was instrumental in developing an international sustainability certification program for investment professionals. She is a well-known speaker both in Canada and abroad at conferences on corporate governance, and has acted as a facilitator for boards and board committees of a number of different organizations seeking to improve their effectiveness. Janis' last corporate position was with RBC Financial Group where she served as Vice President, Compliance and Secretary for RBC Insurance.
Janis is Past President of Chartered Secretaries Canada, the Canadian division of the Institute of Chartered Secretaries and Administrators (ICSA). Ms. Riven is a member of the Quebec Bar and a Fellow of the ICSA, and holds a number of board positions.
To be confirmed.
Cancellations can be made up to June 5th for the Calgary session. All cancellations must be received by email to firstname.lastname@example.org and are subject to a $100 administration fee. No credits or refunds will be given for cancellations received after those dates. Attendee name substitutions are allowed at any time. Please email email@example.com with the replacement contact’s information.
GPC will be hosting its 19th Annual Corporate Governance Conference this year in the beautiful city of St. John's, Newfoundland and Labrador.
We invite all governance professionals and governance service providers to join us in welcoming over 300 of your peers to St. John's for this premier event.
More information click here
Please send any comments, ideas, suggestions or questions to Albert Orellana.
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