This report outlines the prevalent corporate governance policies and practices among organizations in Canada. There were 106 participants for the survey this year, compared to 81 participants in 2016.
Corporate governance overview
The most significant corporate governance issue continues to be risk management and oversight. Operational, reputational and cyber risk are the risks most commonly perceived as most critical by organizations. Strategic planning, risk management and succession planning are ranked as the top three board matters in 2017.
Corporate sustainability governance
The number of organizations with formal sustainability policies has decreased from 2016. Currently, less than half of respondents have a formal sustainability policy. However, over three quarters of organizations have implemented several sustainability initiatives, with improving energy efficiency being the most common initiative.
Approximately three quarters of the participants discuss executive compensation in their disclosure material. The responsibility for the executive compensation disclosure document is most commonly delegated to the human resources / compensation committee. The compensation disclosure document is most commonly available to the board of directors, executive management team and general public.
Enterprise risk management oversight and governance
61% of organizations have a fully implemented formal risk policy in place, a drop from 72% in 2016. In the majority of organizations, accountability for enterprise risk oversight and governance is shared between the board and standing committees. The top barrier to risk oversight is a gap in risk reporting, where there is a barrier in methodology, data and / or the tracking system.
Engagement by a governance team
The number of boards who schedule a structured meeting or call with shareholders at least once per year has increased to 53% from 47% in 2016. Media and regulators continue to be the most common stakeholder groups that interact with organizations.
The number of organizations with a formal board diversity policy has decreased from 2016. Currently, 32% of organizations have a fully implemented formal board diversity policy in place, half of which are publicly traded organizations. 91% of the organizations report having at least one female director on the board.
84% of organizations report having a separate board of directors for the organization’s significant subsidiaries. 35% of organizations have a written subsidiary governance framework in place and 38% of the organizations adopt formal board mandates and position descriptions at the subsidiary level.
Effective board and committee operations
When comparing the past four years, 2017 has the second highest prevalence of organizations with a formal policy for board performance evaluation. The most common board performance evaluation methodology is conducting an individual peer-evaluation survey led by the corporate secretary or other in-house personnel. Almost half of respondents reported that the majority of their directors attended an education program in the past year. The most common education topics include industry specific topics, risk oversight and organization policies.
TORONTO, Nov. 16, 2016 – Governance Professionals of Canada (“GPC”) handed out the fourth Annual Excellence in Governance Awards (“EGAs”) last night at their dinner and ceremony held at The Carlu in Toronto, attended by over 300 people.
The winners in each category are as follows:
The Excellence in Governance Winners at last night's ceremony and dinner.
Top L to R: Grant Borbridge, MEG Energy; Cristina Circelli, CN Rail; Karen McCarthy, RBC; Kathleen Taylor, RBC; Sonya Stark, Gore Mutual; Rejean Laflamme, The Co-operators; Meghan Lindsay, TransCanada; Antonella Deo, Manulife Financial.
Bottom L to R: Stuart McKellar, ATB; Glenn McCoy, YVR; Phil Baudin,The Co-operators; and John Mullally, Goldcorp.
The final award winners were chosen out of nominations from across Canada in all sectors and markets by a jury panel composed of seasoned and well-respected governance experts. For more on the panel: http://gpcanada.org/EGA_judges/.
GPC President Lynn Beauregard states, “The Excellence in Governance Award winners deserve to be celebrated for promoting and practicing good governance in their organizations. The EGAs recognize excellence across all organizations from public to private, not for profit, crown and others, to reinforce that transparency, accountability and strong governance frameworks should be a priority for all Canadian organizations”.
GPC is recognized as the most important organization for corporate governance professionals in Canada. As the principal advocate for those who work in corporate governance, GPC strives to enhance the public's awareness of the importance of good governance. GPC is the voice of corporate governance professionals in Canada and participates with other stakeholders, including capital markets participants, government bodies and regulators, in fostering a governance environment that sets Canada apart from the world. GPC supports its membership with continuing education and networking opportunities that are second to none.
For further information:
Lynn Beauregard, President
416-921-5449 ext. 306
Governance Professionals of Canada ("GPC") is pleased to announce the shortlist for the 2016 Excellence in Governance Awards/Prix d'excellence en gouvernance (EGs).
We received over 60 nominations this year from organizations across all sectors and the shortlisted nominees, organized by category, are presented below:
Best Practice in Enterprise Risk Management
Vancouver Airport Authority
Best Practice in Sustainability and ESG
Mountain Equipment Co-op (MEC)
Best Approach to Achieving Effective Board and Committee Operations
BMO Financial Group
Royal Bank of Canada
Aldergrove Credit Union
Best Practices to Enhance Boardroom Diversity
Manulife Financial Corporation
Best practices in strategic planning, oversight and value creation by the board
Engagement by a Governance Team
Gore Mutual Insurance
Canada Council Arts
Best Pay for Performance
MEG Energy Corp.
Tahoe Resources inc.
Best Overall Corporate Governance
BC Housing Commission
Canadian National Railway Company
We thank the following individuals who volunteered a considerable amount of time and effort in reviewing all of the submissions for the shortlist: Wendy King, Vice President, Legal, Risk & Governance, Capstone Mining Corp.; Christine Staley, Director of Professional Development, Canadian Corporate Counsel Association; Sheldon Stener, General Counsel and Corporate Secretary, Federated Co-operatives Limited; Terri Uhrich, Vice President, Legal Affairs, K+S Potash Canada.
The Excellence in Governance Awards final jury panel is composed of seasoned and well-respected governance experts from across Canada and include:
The Governance Professionals of Canada-formally known as Society of Corporate Secretaries is recognized as the most important organization for corporate governance professionals in Canada.
As the principal advocate for those who work in corporate governance, GPC strives to enhance the public's awareness of the importance of good governance. GPC is the voice of corporate governance professionals in Canada and participates with other stakeholders, including capital markets participants, government bodies and regulators, in fostering a governance environment that sets Canada apart in the world. GPC supports its membership with continuing education and networking opportunities that are second to none.
For further information:
Lynn Beauregard, President
802-21 St. Clair Avenue East, Toronto
Phone: 416-921-5449 / 1-800-774-2850, Ext 306
TORONTO, August 22, 2016 - The Canadian Society of Corporate Secretaries ("CSCS") announces that its Board of Directors and their members have voted to change their name to Governance Professionals of Canada (“GPC”). The much anticipated name change was approved this morning at the society’s 18th Annual Corporate Governance Conference in Whistler, BC. The Board of Directors of GPC will join Julia Yan, VP, Regional Sales, TSX Trust Company to close the market on Monday, August 22, 2016 from the exhibitor floor of the Corporate Governance Conference beginning at 12:59:45 pm.
The GPC membership comes from a range of expertise, backgrounds and occupy various roles related to supporting the governance function in their organizations, across all industries and sectors. This important shift over the past few years has led to the organization making the decision that a change in name would make it more inclusive and more representative for its current members and environment.
“Our membership has grown, our activities have expanded and our influence as the leading Canadian voice of governance is now firmly established,” says President Lynn Beauregard. “The proposed change in our name to ‘Governance Professionals of Canada,’ reflects that growth and acknowledges governance as the defining principle that encompasses all that we do and all that our members do”.
“While our name may change, the corporate secretary remains the keystone member of this organization,” says Beauregard. GPC will remain focused on offering quality information, education sessions and trusted dialogues with its network and among top experts, regulators and academics regarding key corporate governance issues and best practices. It will also remain focused on developing new resources for the profession, such as a Canadian certification for governance professionals in the near future and a network of local chapters across Canada.
The members of GPC represent some of Canada’s largest commercial companies including Royal Bank of Canada, National Bank of Canada, Imperial Oil, Goldcorp Inc., Canadian National Railway, and Bell Canada Enterprises Inc. GPC members also represent a variety of not-for-profit organizations including the Canadian Red Cross, OPTrust, Alberta Pensions Services Corporation and Canada Council for the Arts.
About the Organization
Governance Professionals of Canada is recognized as the most important organization for corporate governance professionals in Canada.
As the principal advocate for those who work in corporate governance, GPC strives to enhance the public's awareness of the importance of good governance. GPC is the voice of corporate governance professionals in Canada and participates with other stakeholders, including capital market participants, government bodies and regulators, in fostering a governance environment that sets Canada apart in the world. GPC supports its membership with continuing education and networking opportunities that are second to none.
SOURCE: Governance Professionals of Canada
For further information contact:
Lynn Beauregard, President
21 St. Clair Avenue East, Suite 802
Phone: 1-800-774-2850 / 416-921-5449, ext. 306
NOTICE IS HEREBY GIVEN THAT an Annual and Special Meeting (“Meeting”) of the Members of CSCS will be held at The Fairmont Chateau Whistler, 4599 Chateau Blvd., Whistler, BC V0N 1B4 on Monday, August 22, 2016 at 8:15 a.m. PDT to conduct the following business:
The documents that relate to this meeting are now available in the "members only" area of the website by clicking here.
CSCS has retained D.F. King Canada as our Proxy Solicitation Agent. Any questions and requests for assistance may be directed to D.F. King Canada by calling:
North American Toll Free Phone:
Outside North America, call collect:
Interim Board Secretary
I am writing to share some very exciting news regarding the Canadian Society of Corporate Secretaries.
Over the recent years, we have had many dialogues with our members about how CSCS could better serve them and how it should evolve to better represent them and their professional needs. One of the key takeaways from these dialogues was the relevance of our name and brand to our members, stakeholders and to the public.
Today's CSCS membership includes more than the Corporate Secretary. Our members come from a range of expertise, backgrounds and occupy various roles related to supporting the governance function in their organizations, across all industries and sectors. This important shift over the past few years has prompted an important discussion at the CSCS board and has led to the decision that a change in our name would make our organization more inclusive and more representative for our current membership and environment.
The CSCS Board has therefore approved to put to the members' vote a new name: Governance Professionals of Canada (GPC)/Professionnels en gouvernance du Canada (PGC), to better reflect the various governance professionals we represent.
While we are changing our name, our core values and our mission will remain the same: The promotion and advancement of the governance function in organizations in the private, public, not-for-profit and other sectors in Canada, through education, advocacy, networking and the continued development and application of governance best practices.
This new name will help us to be more successful in achieving our mission and in serving the needs and voice of the governance profession in Canada. We remain dedicated to offering quality information, education sessions, and trusted dialogues with our network and among top experts, regulators and academics regarding key corporate governance issues. We also remain focused on developing new resources for the profession, such as a Canadian certification for Professionals in Governance in the near future and a network of local chapters across Canada.
The name, "Governance Professionals of Canada" will be voted on at the Annual and Special Meeting on Monday, August 22nd at the upcoming 2016 Annual Governance Conference (2016 Annual Governance Conference) in Whistler, British Columbia (August 21st to 24th). We hope to see you there!
Do you wish you could have more insight into how the compensation packages of your colleagues in other organizations are structured? Would you benefit from comparing your role and responsibilities to those of your counterparts around the country?
Building a case for competitive compensation is challenging at the best of times. To ensure our members have access to current Canadian compensation data, the Canadian Society of Corporate Secretaries (CSCS) is once again partnering with Global Governance Advisors to bring you this important corporate secretary compensation survey. This year, we also expanded the survey to track trends around the role and the responsibilities of governance professionals and Corporate Secretaries in Canada.
Only a short time commitment is required to participating in this survey and your participation will be kept confidential. In thanks, you will be provided with leading insight on compensation trends of the evolving role of the corporate secretary and legal role, as well as with a second survey of director remuneration trends, so that you may discuss with your board the evolution surrounding governance and its impact on remuneration.
The report on the survey results will be made available to participants in the survey, CSCS members and attendees at the 18th Annual CSCS Corporate Governance Conference, this coming August (21st-24th) in Whistler, BC. For more information on how to register for the conference, click HERE.
We thank you in advance for your participation in this important survey,
The CSCS Board of Directors makes important decisions that shape the future of the organization and provides critical guidance and oversight by determining and monitoring the strategic direction of the organization.
The Governance and Nominations Committee has been working hard to make sure the Board has the right mix of business skills, knowledge and experience to advance the organization. The Committee is specifically seeking assistance in identifying engaged, collaborative and motivated candidates with a passion for our mission, which is "The promotion and advancement of effective governance and corporate secretarial practice in organizations in the private, public, not-for-profit and other sectors through the continued development and application of governance and corporate secretaryship best practices"
Ideally, successful candidates will possess strong skills in the key areas of leadership, finance, advocacy, communications and marketing skills. All candidates will be considered by the Governance and Nominations Committee taking into account their relevant mix of skills and experience.
Directors are elected by members for a one-year term and may stand for re-election by members on an annual basis. The Board meets approximately once a quarter by teleconference and at least once a year in person, generally at the annual conference.
We need your knowledge, experience and passion to help with the promotion and advancement of CSCS! If you, as a CSCS member in good standing, are interested - or know another CSCS member who would be an ideal candidate - we encourage you to submit a nomination. To do so, please provide a few short paragraphs that cover:
If you have any questions or have nominations to submit, please contact Pamela Smith by email or phone (416-921-5449 x 303 • 1-800-774-2850 x 303).
Nominations for the 2016 - 2017 CSCS Board of Directors must be received by April 15, 2016. Elections will be held at the CSCS Annual General Meeting on Monday, August 22, 2016 at The Fairmont Chateau Whistler Resort, 4599 Chateau Blvd, Whistler, BC.
TORONTO, March 1, 2016 - The Canadian Society of Corporate Secretaries ("CSCS") announces that the nominations are now open for the 2016 Excellence in Governance Awards/Prix d'excellence en gouvernance (EGs). The winners for the awards will be announced and celebrated at a dinner and ceremony on November 15, 2016 at the Arcadian Court in Toronto, Ontario.
The CSCS EG Awards recognize the important contribution that governance professionals make in terms of best practices that build and sustain shareholder and stakeholder value in Canada. The awards also underscore the critical role that good governance plays in sustaining the value of Canada's public companies, crown corporations, government agencies, and not-for-profit organizations, and in contributing to the competitiveness of Canada's economy and its capital markets.
The Excellence in Governance Awards jury panel is composed of seasoned and well-respected governance thought leaders from across Canada. CSCS has carefully selected the judges to ensure representation from all aspects of the governance community including shareholder representatives, regulatory experts, leading academics and practitioners.
Candidates eligible for nomination include individuals and/or teams of individuals who play a role in the governance of their organizations. The deadline for nominations is May 31, 2016, and the shortlist of finalists for the awards will be announced in June 2015.
CSCS will seek nominations in the following award categories:
Best Practices in Sustainability and ESG
Best Practices in Pay for Performance
Best Practices in Enterprise Risk Management
Best Engagement by a Governance Team
Best Practices in Strategic Planning, Oversight and Value Creation by the Board
CSCS Joyce Borden-Reed distinguished contribution award
CSCS Peter Dey governance achievement award
CSCS expects that the recognition that the winners, nominees and their organizations will gain from these awards will raise more awareness for the key role played by governance professionals, further the reputation of their organizations, and inspire others to follow their example.
CSCS is inviting fresh and innovative contributions to the governance dialogue!
Subject matter experts with a strong grasp of emerging issues are encouraged to submit session proposals for both the 2016 Annual Corporate Governance Conference and for the CSCS 2016 professional development program.
We are looking for dynamic presentations that provide practical content, best practices and thought-provoking ideas - all with a focus on how to reach new levels of performance and motivate the pursuit of excellence in governance, across all sectors and organizations.
Submit your proposal NOW! Deadline for submissions is Monday, November 30th, 2015.
Your submission will be reviewed by the CSCS' conference and education committees and selected based on varying criteria, including:
PLEASE NOTE: Sessions should not promote marketed products, programs or services in any way. All vendor proposals that are selected for program inclusion will be subject to a sponsorship fee as outlined in the sponsorship package. For the complete session sponsorship details please review the CSCS Sponsorship Package.
For any questions please contact:
Manager, Professional Development & Special ProjectsE: firstname.lastname@example.orgT: 416-921-5449 x 313 | 1-800-774-2850 x 313
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© 2016 Governance Professionals of Canada