Monday, August 20, 2018

Opening Keynote

Canada's Organizations - How the Governance Professional can impact the change and the conversation  

Speakers: Tanya van Biesen, Executive Director, Catalyst Canada

Sponsored by: 

Plenary Session

Board Panel Discussion – The Governance Professional 20-years on – A board’s perspective

The role of the governance professional has seen a significant evolution in the past 20 years. These last two decades have brought radical changes in the governance ecosystem, including legal, ethical, regulatory, structural and stakeholder-led influences, affecting governance processes and practices across all sectors. This has had a linear impact on the corporate secretary and governance professional. What was once perhaps more of a transactional role, has evolved to a much more strategic role today.

This session, moderated by Rahul Bhardwaj, CEO of the Institute of Corporate Directors, will examine this shift and look at how boards and directors view the role and influence of the GP, and how they impact their boards, committees and organizations today. Panelists will explore what directors need from GPs and discuss how GPs can best partner with and support their boards to help lead their organizations through current disruptive times.

Moderator: Rahul Bahadwaj, CEO, Institute of Corporate Directors

Speakers: Margie Parikh, Principal, On Governance, Past Chair, MEC; Fiona MacDonald, Board Member for GMP Capital, BC Ferry Authority, Royal Canadian Mint, and Chair of the BC Chapter of the ICD; Dave Mowat, past CEO, ATB Financial and Board Director, TELUS

Sponsored by: 

Roundtable Discussions

  1. ESG and the Board 
  2. Subsidiary Governance 
  3. Not for Profit 
  4. Crown and Public Sector 
  5. The Board’s Role in Strategy and Oversight 
  6. Proxy System 
  7. Defining and Monitoring Board Policies 
  8. Cybersecurity - Reporting to the Board (policies, budgets, insurance, role of GP)

Plenary Session

The Chief Governance Officer - Elevating and enhancing the influence of the governance professional

Moderator: Liz Watson, President and CEO, Watson Inc.

Panelists: Shona McGlashan, Chief Governance Officer, Mountain Equipment Co-op (MEC); Heather Laxton, Chief Governance Officer and Corporate Secretary, Wesdome Gold Mines; Bill Wright, Vice President Risk, General Counsel and Governance Officer for the Edmonton Regional Airports Authority; Karen Hoffmann, Chief Governance Officer & Corporate Secretary, Vancity

Sponsored by: 

Tuesday, August 21, 2018

Opening Keynote

How do boards and management create a cyber resilient organization?

Cybersecurity is a board issue of key importance and there is a clear mandate for all  organizations to manage this risk effectively. It is a complex topic that challenges the governance professional to be well informed. Richard Wilson will lead a 2-part session to firstly share a unique, leadingedge cyber governance model that explains what good “defence-in-depth” security governance looks like. Secondly, Richard will lead everyone through a ‘hands-on’ example of how to apply this governance framework within your own board. The session will be a great combination of strategic thinking and practical application.

Speaker: Richard Wilson, CISSP, Partner, Cybersecurity & Privacy. PWC Canada

Sponsored by: 

Track A: The Board and the Governance Professional

Session 1A: Who Is Protecting Your Board? How Your Corporate Secretary and Chief Internal Auditor are Your Best Defense

Aside from the CEO, there are 2 other key roles within an organization that work directly with the board and often have a reporting relationship: the Chief Internal Auditor and the Corporate Secretary.

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 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
  • What roles do they play in protecting the board by ensuring it fulfills its governance functions, and demonstrates its due diligence?
  • If a crisis arises that the board has to handle (especially if it has to do with the CEO), how do these two roles help the board deal with such a critical matter effectively?
  • Leading practices suggest these positions have a dual reporting relationship -functionally to the board, and administratively to a Senior Executive. How can this be optimized?
  • 3 Best practices for managing the Corporate Secretary‘s relationship with the board
  • 3 Best practices for managing the Chief Internal Auditor’s relationship with the board
  • Who Is Protecting Your Board? How Your Corporate Secretary and Chief Internal Auditor are Your Best Defense

Speakers: Maria Capozzi, Principal, Office of the Auditor General; Brian G. Brown CIA, CPA, CMA, C.Dir., CFE, Chief Audit Executive, Executive Division of the Canadian Grain Commission/ Government of Canada, Julia Eastman, University Governance Researcher / Consultant, Adjunct Professor, Gustavson School of Business, University of Victoria

Track B: Critical Issues in Governance

Session 1B: Managing Leadership Transitions: Equipping the Board for Change

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 sector and not-for-profit organizations can all benefit from being prepared for their next leadership change today.

The discussion will explore:

  • Applying practical tools in the boardroom and in the C-suite
  • Equip the board, organization, leaders and team to have an exceptional transition
  • Understand leadership transition including the role of the board
  • Be able to recognize opportunities to contribute to leadership transition
  • Increased awareness of risks and mitigating strategies during a transition

Speaker: Jane Halford, Co-Founder, Bolt Transition Inc.; Dexter John, Executive Vice President at D. F. King Canada

Track C: Key Trends in Governance

Session 1C: Principles and Elements of Effective Executive Compensation Design

With the advent of say-on-pay and intensifying scrutiny from shareholders, government and the public, executive compensation has become a lightning rod for criticism and a symbol of how organizations govern themselves and respond to the concerns of various stakeholders.

This session will focus on:
  • Best practices for governance professionals to support HR Committees
  • Aligning executive compensation design with business strategy and performance
  • Addressing shareholder concerns regarding executive compensation design
  • Understanding the key guiding principles for executive compensation design

Speakers: Ryan Resch, Managing Director, Willis Towers Watson

Sponsored by:    

Track A: The Board and the Governance Professional

Session 2A: Modernizing Your Board and Governance Framework

Many organizations have not evaluated or refreshed their governance framework and practices since incorporation. In an era of unprecedented change, this session will help governance professionals evaluate and refresh current practices and identify ways to modernize the board.

This session will explore updating long-standing and inherited practices to be current with new and best practices in governance, legislation, technology, and record keeping. 

Discussion will cover: 

  • • Checklists for governance essentials 
  • Process for identifying and evaluating current practices and information 
  • Ways to update long-standing, inherited information and records 
  • Materials for hand-out and future use 

Speaker: Ivy Lumia, Canadian Centre for Occupational Health and Safety; Dottie Schindlinger, VP Governance & Technology Evangelist, Diligent

Sponsored by:   

Track B: Critical Issues in Governance

Session 2B:  Diversity on Corporate Boards and Organizations: Where Are We Now?

The session will focus on the existing and future initiatives with respect to increasing board diversity. The speakers will delve into lessons learned, current state and the trends around future steps. The session will provide data on current status as well as future initiatives. Speakers will also delve into barriers which face diverse board candidates and provide tips on how to advise nominating committees and board as a whole in their strategies on attracting diverse candidates. 

Participants will: 

  • Have better knowledge of existing initiatives to promote and increase diversity on corporate boards 
  • Understand barriers to entry for diverse board candidates 
  • Practical tips on advising boards in their process of increasing diversity 
Moderator: Christopher Chen, National Director, Total Rewards, Korn Ferry Hay Group 

Speakers: Alena Thouin, Deputy Director, Legal Services, Government of Ontario; Jo-Anne Matear, Manager, Corporate Finance, Ontario Securities Commission; Elisabeth Cooke, Managing Director, Inclusivity; Caroline Codsi, President and Founder, Women in Governance

Sponsored by:   

Track C: Key Trends in Governance

Session 2C:  Best Practices in Shareholder Engagement

In recent years there has been an increase in shareholder activism in Canada and proper preventive measures are critical to mitigate the risks associated with this. Engagement by the board has evolved into regular meetings with shareholders without management present as an expectation.

This session will discuss: 

  • How does the board and management navigate this new era of shareholder engagement? 
  • What topics are appropriate for the board to discuss and what should be left to management meetings with shareholders 
  • What are the benefits of a shareholder engagement policy? 
  • Hear stories of what worked and what didn’t work from GC’s who have changed their practices
  • Hear from an institutional investor about what they expect in terms of enhancement and why 
  • Consider adopting a policy 
  • Knowing your shareholders and understanding the influence of proxy advisors ISS and Glass Lewis 
  • The growing influence of governance conscious institutional shareholders 

Speaker: Wendy King, Legal Risk and Governance, Capstone Mining

Sponsored by:   

Track A: The Board and the Governance Professional

Session 3A: : What Role Should the Board Play in Organizational Culture?

Board culture either can act like a jet engine, propelling your board forward, or a drag-parachute, holding it back. This session is about identifying specific cultural attributes you need in the boardroom and organizations and how to be intentional about making that a reality. The cost of cultural impediments can be measured financially, and there is a direct connection between positive cultures and superior financial performance: If you can measure it you can change it.

In this session, we will facilitate a discussion about: 

  • It starts with the board and board culture 
  • How to get organizational culture on the board agenda? 
  • What is the intersection between risk, culture and ethics? 
  • Tools boards can use to identify culture risks • Codes of conduct and walking the talk 
  • Beyond behaviour and ethics…what other factors drive organizational culture (strategy, leadership, power, tolerance, diversity, etc) 
  • Mechanisms by which the board can determine, monitor and direct culture 
  • How the board determines and oversees (and sets the tone for) the culture of the entire organization
Moderator: Mary C. Larson, ICD.d, CEO, L&C Strategic Advisory Consultants 

Speakers: Debra Brown, CEO and Founder, Governance Solutions Inc.; Christie Stephenson, Executive Director, Peter P. Dhillon Centre for Business Ethics, UBC Sauder School of Business; Geoffrey D Creighton, In-House Counsel Worldwide, Past-President and Chair, CCCA

Sponsored by:          

Track B:  Critical Issues in Governance

Session 3B:  Best Practices in Managing AGMs

  • How to reduce the cost of annual shareholder meetings
  • CBA – how to handle and manage shareholder proposals on the floor 
  • VSM - Virtual Shareholder Meeting 

Speakers: Denise Ferreira, Director, Shareholder Services, Corporate Secretary’s Department, Sun Life Financial; Cathy Conlon, Head of Corporate Issuer Strategy & Product Management, Broadridge Financial Solutions, Inc.

Sponsored by:   

Track C: Key Trends in Governance 

Session 3C:  The Corporate Governance Regulatory Landscape: A Discussion on New and Developing Regulations Affecting You and Your Organization

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

Speakers: Lara Donaldson, Director, Regulatory and Industry Affairs, Computershare; Jo-Anne Matear, Manager, Corporate Finance, Ontario Securities Commission, Nazma Lee, Senior Legal Counsel, Corporate Finance, British Columbia Securities Commission; Shaifali Joshi-Clark, CPA, CA, CFA | Senior Forensic Accountant | Enforcement Branch | Ontario Securities Commission

Sponsored by:   

Mini Workshop A:
Elected and Appointed Boards – Challenges and Solutions

This session will focus on the unique governance issues and challenges faced by organizations that are not able to select or hand-pick their board members, and the ways these organizations work to ensure a high-functioning board.

In co-operatives and credit unions, where directors are democratically elected, as well as in other organizations where governments or others appoint board members, governance professionals have to find ways to ensure their board members are adequately equipped to carry out their roles effectively. This session will discuss some of the strategies and processes used by various companies. 

The session will explore: 

  • Leading practices for orientation of a “lay” director 
  • Steps you can take to ensure a high functioning board even where they are not hand-picked 
  • What others are doing for ongoing director training needs for “lay” directors 
  • Steps you can take to improve the candidate pool 
  • How to educate directors on operations so they can make good decisions while keeping them at the strategic level 
Speakers: Sheldon Stener, General Counsel and Corporate Secretary, Federated Co-operatives Limited; Carmel Bellamy, Corporate Secretary and Senior Director, Member & Cooperative Relations,Co-operators; Marilyn Loewen Mauritz, Chief Transformation and Legal Officer, Central 1 Credit Union

Mini Workshop B:
Governance Best Practices for Not for Profit Corporations

An examination of the elements that contribute to good governance for a not for profit corporation. The session will outline factors to consider when adopting governance best practices and how to customize governance practices to suit the organization.

Topics to be covered will include: 

  • Overview of the different types of not for profit corporations and how that impacts governance 
  • Understanding essential elements of governance 
  • Accountability in a not for profit context 
  • Board size and composition 
  • Board role statements 
  • Codes of conduct 
  • Committee best practices 
  • Tips for effective meetings

Speaker: Anne Corbett, Borden Ladner Gervais LLP

Sponsored by:   

Mini Workshop C:
Corporate Strategy Development and the Governance Professional

Join Peter Wright and John Dinner as they debate the role the Governance Professional could or should play in the development of corporate strategy. Is the Governance Professional the point person for strategy development? Or should they remain the passive observer of the process?

As debate moderator, Doug McLean will offer his own practical insights, as well as help keep the two sides civil and focused as Peter and John bring their personal experience, biases and knowledge to bear on this subject.

In addition to having the chance to vote on which side of the argument will carry the day, you’ll have the opportunity to consider possible options and configurations, as well as go away with practical insights and tools that will help you to solidify your role when your organization next considers its future direction. 

Speakers: John Dinner, President, John T. Dinner Board Governance Services; Peter Wright, President, The Planning Group; Doug McClean, Executive Director, FICOM

Mini Workshop D:
Unique Corporate Governance Challenges Faced by Public Sector Boards and the Governance Professionals Who Support Them

This session will start with a brief overview of how the governance frameworks under which public sector boards are structured differ from those in the private sector (e.g. the impact of constituting statutes, government directives and policy decisions on board authority and agency etc.).

The session will then highlight key trends in corporate governance and some of the challenges that public sector governance professionals face in dealing with these challenges (e.g. board succession planning, director independence, executive compensation, conflict of interest and political activity, impact of policy decisions and government direction on strategic planning, etc.). 

The session will conclude with 2-3 case studies derived from real life public sector governance failures that have been reported in the media. Participants will be asked to break into small groups and identify the governance issue and recommend how they, as governance professionals, would have advised their boards to achieve a different outcome. 

Speakers: Sarah Neville, Director, Legal Branch, Ontario Financing Authority; Antoinette Bozac, Chief Legal Officer and Corporate Secretary at York Region Rapid Transit Corporation

Mini Workshop E:
Paving the Path to Success: Creating a Customized Governance Framework for New Entities and Emerging Companies

This session will provide key insights into the best governance techniques and practices for those involved in creating and managing new entities or newly listed organizations.
  • Learn how to customize the nuts and bolts of a governance framework for your organization 
  • Hear case studies from experts working with new and fast-growing cannabis and FinTech companies 
  • Discuss governance issues when companies engage in transformative transactions (such as a spin-out, new entity or an initial public offering)
  • Building a culture of good governance, from the ground up 
Speakers: Deborah Rosati, Founder & CEO, Women Get on Board; Kevin West, Founder, Skylaw

Sponsored by:   

Wednesday, August 22, 2018

Plenary Session
Climate Change – The Next Frontier for Corporate Governance

Climate change is a systemic and systematic risk with the ability to impact nearly every sector of the global economy. Mainstream investors, lenders, insurers, rating agencies and regulators are seeking enhanced climate-related information from companies to enable the efficient allocation of capital in this transition.

Given the urgency of climate change issues, it is essential that business leaders set a strong tone at the top on climate change action and that their boards are knowledgeable and actively engaged in creating a strategy that addresses climate risk. Those that incorporate climate change into strategy will be well positioned to take advantage of new opportunities. In this new era of increased attention to climate change issues, governance professionals have an opportunity to demonstrate leadership by proactively contributing to global best practices. 

This session will provide an overview of relevant trends and developments related to climate change and discuss the implications for corporate governance professionals. 

Speaker: Sarah Keyes, Sustainability Principal, CPA Canada

Sponsored by:           

Plenary Session
Key Trends and Update in Corporate Governance Best Practices

CKorn 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 the organization and 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 their insights into executive pay practices, effectively mitigating risk and succession planning and assessments.

Speaker: Christopher Chen, National Director, Total Rewards, Korn Ferry Hay Group

Sponsored by:  

Track A:  The Board and the Governance Professional

Session 4A:  EQ for the Governance Professional (and boards): How to Build Strong Relationships and be an Influencer

The role of corporate secretary is not for the fainthearted. It is often a case of walking a thin line between management and board, liaising between them. When conflict arises it is difficult to escape the firing line. Dealing with senior executives and highly assertive board directors requires tact, diplomacy and emotional intelligence (EQ). The ability to build rapport and forge 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 board will listen to. 

This session explores attributes of the emotionally intelligent person; the approach to being an influencer, with particular reference to the demands of management and the board. It will equip attendees with the skills and attributes required to successfully navigate the minefield characteristic to the life of a corporate secretary. 

Speakers: Paul Dubal, Manager, Subsidiary Governance, BMO Financial Group; Heather Laxton, Chief Governance Officer and Corporate Secretary, Wesdome Gold Mines 

Track C: Key Trends in Governance

Session 4C : Moving Workplace Sexual Harassment up the Risk Register and Board Agenda - #Metoo and the Boardroom 

With movements such as #MeToo and #Time’sUp, we’re changing how we talk about equality, sexual assault, and harassment in the workplace. What does this mean for governance professionals and boards?

Some issues we’ll explore in this session:
  • Board responsibilities for leadership in workplace culture
  • The board’s role in crisis response to allegations of harassment 
  • What if your board is the problem? How to deal with individuals who are “untouchable”
  • Creating and communicating the right values, ethical conduct, human resources policies and creating a healthy corporate culture that respects the rights of workers

Speakers: Shona McGlashan, Chief Governance Officer, Mountain Equipment Co-op (MEC); Carol Liao, Assistant Professor at the Peter A. Allard School of Law, UBC; Debra Brown, CEO and Founder, Governance Solutions Inc.

Track B: Critical Issues in Governance

Session 4B:  Putting the G into ESG: The Role of the Board and Governance Professional

Social and environmental issues are increasingly becoming material for boards of directors. Climate change, the low-carbon economy transition, demographic change, income inequality, urbanization, resource and water scarcity, millennial employees and consumers, and other issues are affecting the risks and opportunities of organizations, their supply chains and operating environments now and in the future.

Investor, shareholder, regulator, customer, employee and other stakeholder expectations keep rising. 

How do Boards get ahead of these trends? What competencies do they need to build and how? What are their blind spots, and how can governance professionals and corporate secretaries help them manage this new and rapidly emerging development in the governance professional field? This session will shed light on a roadmap for boards and those who advise them to anticipate and build best practices in board oversight of corporate sustainability performance. 

Moderator: Coro Strandberg, President, Strandberg Consulting 

Speakers: Erin Poeta, Manager, Hugessen Calgary; Michelle de Cordova, Director, Corporate Engagement & Public Policy, NEI Investments; Dave Mowat, retired CEO, ATB Financial and Board Director, TELUS

Sponsored by:  

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