Opening Remark and Keynote - A Fireside Chat on The Future of Governance

The Honourable Anita Anand, Minister of Public Services and Procurement Canada and Rita Trichur Senior Business Writer and Columnist, Report on Business The Globe and Mail

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Plenary Session:

Board Panel Discussion - A Board’s Perspective - The Directors, Boards and Committees of the Future

This session will explore how boards will change and work in a post-covid era, and how they will introduce new mindsets around established norms and concepts such as:

  • The Role of the CEO
  • Redefinition of the roles of the board of directors, committees of the board or management for better preparedness • How will boards focus on crises, systemic racism, diversity and social purpose now and in the future
  • Profile changes for directors using skills and reconciling different interests, crisis management, social responsibility and sustainable development.
Moderator: Richard Powers, National Academic Director, Directors Education Program and Governance Essentials Program, Rotman

Panelists: Annalisa King, Chair of the Board, Vancouver Airport Authority; Louise Champoux-Paillé, Director, Ste-Justine Hospital; Judith Athaide, Corporate Director

Track A: Effective Boards and Organizations

Session 1A: The Pandemic’s Impact on Reframing the Board’s Compensation Governance Model

The current COVID-19 pandemic has pushed executives and boards to adjust business models, re-size organizations and rethink business strategies. One of the key areas that boards will be leaning into the Corporate Secretary and Governance Professional is surrounding the impact the pandemic has had on executive compensation, shareholder engagement and public disclosure.

While some organizations find themselves a few years ahead of the projected business plans, others have found themselves in survival mode. Regardless of which side of the fence your organization currently sits, one item in common is that throughout 2020 executives and directors serving on the board of directors are working longer, harder and more hours than when times are “normal”. Boards today need to be prepared to apply larger amounts of discretion in the oversight, and the Corporate Secretary and Governance Professional’s supporting these boards will be asked challenging questions related to compensation as organizations close out 2020 and establish compensation adjustments for 2021. Ensuring that the board has approved appropriate and fair executive compensation is critical, and the quickly approaching 2020 bonus season, which is often done in the first quarter of 2021, will be presenting major social, economic and strategic challenges.

Join Paul Gryglewicz, head of Canada and Senior Partner for Global Governance Advisors as he engages attendees on how organizations can reframe corporate governance and approve appropriate executive compensation that can help meet shareholder and stakeholder expectations. Applying discretion can be challenging, and this discussion will explore the fundamentals of a good governance framework the corporate secretary can help ensure the board follows in its upcoming executive compensation review process.

Key Learning Objectives:

    • Has history taught us anything?
    • Principles of reframing corporate governance during uncertainty.
    • Leveraging experts.
    • Rethinking performance management.
    • Shareholder engagement fundamentals; and
    • Disclosure fundamentals and meeting shareholder advisory firm expectations for 2021 Proxy Season

Speaker: Paul Gryglewicz, Senior Partner, Global Governance Advisors

Track B: ESG, Culture & Climate Governance

Session 1B: Bridging the Gap on ESG Within the Company: How Can Governance Professionals Work With Colleagues to Develop an Effective Approach to ESG?

Capital markets – including investors, lenders – are integrating environmental, social and governance (ESG) factors to decision-making. For entities seeking capital, there are increasing expectations on ESG governance oversight, strategy, risk management and disclosure, but sustainability has often been siloed. How can gaps be bridged within organizations, to implement effective ESG governance – and what is the governance professional’s role?

Key questions:

  • Why is multi-disciplinary approach important? 
  • How could people occupying other company roles open conversation on ESG that resonates with someone in your role? 
  • How could someone in your role open ESG conversation across company? 
  • How to work effectively across company disciplines - challenges and pitfalls? 
  • Pro tips on building effective ESG governance structure and strategy

Moderator:  Michelle de Cordova, Principal, ESG Global Advisors Inc.

Panelists: Kathleen Keller-Hobson, Corporate Director at CCL Industries Inc., Premium Brands Holdings Corporation and Greater Toronto Airports Authority; Dan Rollins, Vice President, Corporate Development and Investor Relations, Torex Gold Resources Inc; Christopher Main Associate General Counsel and Assistant Corporate Secretary, TELUS Corporation

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Track C: Key Trends in Governance

Session 1C: Moving From a ‘Whistleblower Hotline’ to a ‘Speak Up Platform’ in the Age of COVID-19, BLM & #MeToo

Joe German, Director, Strategic Partnerships, Clearview
Christa Wessel, Operating Officer & General Counsel, Clearview

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Track A: Effective Boards and Organizations

Session 2A: BEING ETHICAL IN A CORRUPT ENVIRONMENT/ Ethical Intelligence in the Boardroom

As media reports on corporate scandals make clear, ethics need to be at the heart and soul of every business decision. Boards are responsible for setting the tone at the top and satisfying themselves as to the integrity of the CEO and management. But how does the board assess whether the organization has a sustainable culture of integrity to support transparency and ethical decision-making and protect against the risk of fraud or damage to the organization’s reputation? Does the board understand where the organization’s strategy may create ethical risks? Join a discussion of recent examples of ethical lapses, learn how to look for warning signs and understand what tools and practices are available to the board.

  • Ethical Behavior
  • Integrity in Decision Making
  • Compliance reflex.

Speakers:  Marc Tassé, Telfer School of Management - University of Ottawa.

Track B: ESG, Culture & Climate Governance

Session 2B: ESG, Strategy and The Culture Imperative

As investors increasingly focus on considerations of environmental, social, and governance (ESG) factors in their decision-making process, boards, governance professionals and CEOs must consider whether and how their organizations’ strategies and cultures will align with and enhance the achievement of ESG objectives. The risks of not doing so are potentially devastating—both in terms of long-term value creation and in effective risk oversight.

Culture impacts:

  • how the organization’s strategy is developed and carried out
  • the fostering of stakeholder engagement
  • the attraction and retention of talent
  • management’s decision-making and risk management
  • decisions and behaviors that reduce financial, regulatory and legal risk and create lasting value along ESG dimensions.

 This panel consisting of risk, investment, legal and business leaders will discuss the link between ESG, strategy and culture—and debunk the myth that culture is too soft to measure and shape. They will also provide practical advice to governance professionals around the role they can play in forging and supporting this link.
Panel: Mary Larson, CEO, MNP; Milla Craig, CEO, Millani Group; Stephen Pike, Partner, Gowlings; Richard Arthurs, Partner, MNP

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Track C: Key Trends in Governance

Session 2C: Investor Voting and Annual General Meetings: Post Pandemic

The Coronavirus pandemic has shown us what we already knew to be true – the current format of AGMs is no longer fit for purpose. A revolution in the shareholder meeting space has been long overdue. It’s a shame it took a global pandemic to force through change, but the trajectory of virtual adoption shows there is no going back. 
With organisations facing an ever stricter requirement to promote good corporate governance, with ESG and CSR obligations coming from the ground up as well as top down from the investors, how do we make the whole ecosystem more transparent, more integrated and just generally easier overall.
The impact of COVID-19 on corporate governance, and shareholder meetings in particular, has been profound. It is now all of our responsibility to define best practice (and the technology will accommodate that), and to ensure that the legal and regulatory frameworks are robust and clear.

Speaker: Richard Taylor, CEO, Lumi

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Closing Plenary Session

Beyond the Technical - What Will Make a Governance Professional Great in the Future?

Strong technical skills are an essential component for the governance professional to successfully undertake the role of advisor to the board and to senior management. Without this strong technical basis, the governance professional will not be able to build credibility with the board.

This session will explore those elements that, if used wisely, can turn a competent governance practitioner into a great governance practitioner. The session will focus particularly on these key elements:

  • The ability to forge relationships and build respect from demanding and often difficult senior leaders within the organization.
  • The hugely important role that emotional intelligence can play in the life of a governance professional, and how a strong set of the various skills that make up an emotionally intelligent person such as resilience, empathy and the ability to understand someone else’s viewpoint can build credibility way beyond technical prowess.
  • The delicate role played by a Chief Governance Officer or corporate secretary as a bridge between the board and management, requiring integrity, confidentiality, and expert judgment, especially in situations of conflict.
  • The evolving role of the governance professional and how those “soft” skills will continue to be an essential element in that evolution.

Gain a deeper understanding of the complexities of the Corporate Secretary's role and ideas to improve effectiveness in serving the Boards of the future, as well as how to manage the tension in the role in serving both the Board and participating as a management team member.

Moderator: Paul Dubal, Founder, Perfect Balance Consulting

Panelist: Neil Puddicombe,  Associate General Counsel and Director of Bank Board Governance, Legal, Corporate & Compliance Group, BMO Financial Group; Dottie Schindlinger,  Executive Director of the Diligent Institute, Diligent; Liz Watson
CEO and Founder, WATSON Advisors Inc.

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Opening Keynote: 

Confessions of a Value Creator: The Questions Boards Should Be Asking in Disruptive Times

In this keynote address, PwC Canada’s National Leader of Value Creation, Sean Rowe, will discuss how to build resilience within your organization during this unprecedented time. Highlighting key questions every board should be asking about performance and disruption, the audience will walk away from this session with a practical governance roadmap you can use to strategically plan and create value for your organization.

Speaker: Sean J. Rowe, Partner, National Value Creation Leader, PricewaterhouseCoopers LLP

Purpose Governance: The Missing Link and How it Can Help Address Systemic Risks such as Climate Change, Pandemics and Structural Racism

Purpose is replacing profit generation as the reason a company exists. This is becoming a global business trend. Yet, how do boards ensure their corporate purpose is future-fit? How do they provide oversight of their corporate purpose? How do directors ensure the purpose is driving strategy and culture and how do they know if the purpose is effectively and authentically implemented? What is driving the corporate purpose trend and why?

This panel discussion by global purpose visionaries and practitioners will answer these questions and more. They will explore the emergence of this new governance practice and why boards and their advisors need to get up to speed quickly. They will reflect on how purpose-driven organizations address systemic risks such as climate change, pandemics and structural racism - and how having a purpose can help organizations better navigate turbulent times.

Attend this session to:

  • Learn about the latest governance trend in board oversight of Corporate Purpose.
  • Pick up tips about how to advance this topic at your organization.
  • Be equipped with the business case for upgrading a corporate purpose to be future-fit.
  • Learn best practices in board oversight of a corporate purpose.

Moderator:  Coro Strandberg, President, Strandberg Consulting and GPC advisor on Sustainability Governance

Panelists: Victoria Hurth, Cambridge Institute for Sustainability Leadership, Senior Associate, and Convenor of ISO37000 - a global standard being developed on 'Guidance for the Governance of Organizations’; Peter ter Weeme, Chief Social Purpose Officer, VP Player Experience, BCLC; Dave Mowat, Director, TELUS and past CEO ATB Financial; Shona McGlashan, VP Governance, Vancity Credit Union

Track A: Effective Boards and Organizations

Session 3A: CEO Performance Management: CEO Goal setting, Performance Evaluation and Incentive Planning

CEO goal setting, performance evaluation and incentive planning can be a stressful process for Boards and Management, especially in challenging economic times or times of uncertainty. Alignment of CEO compensation with corporate performance continues to be imperative and a pillar of good governance, however in 2020 alignment extends beyond share price performance to matters such as ESG.

Stakeholders expect boards to be diligent in their process and to be accountable for their decisions through clear disclosure.

This session will provide insight on best practices with regards to CEO (and other executive) goal setting and performance management and provide attendees with practical steps to improve the process in their organizations.

Moderator: Reanna Dorscher, Principal, Hugessen Consulting

Panelists: Peter Stephenson, Partner, Hugessen Consulting Inc and owner, Meridien Consulting Services Inc. Janet Giesselman, Director at AGI

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Track B: ESG, Culture & Climate Governance

Session 3B: Climate Change and the Role of Boards in the Transition to a Low-Carbon Economy

The corporate governance landscape is rapidly evolving as a result of pressure from investors, stakeholders, activists, and regulators in the face of transition to a low-carbon economy. A panel of members of the Canadian Climate Governance Experts program of the Canada Climate Law Initiative will address the duties of directors and strategies for meaningful governance action in light of these new expectations.

Moderator: Sarah Neville, Canadian Coalition for Good Governance, Director of Policy Development

Panelists: Ravipal S. Bains, Associate, McMillan LLP; Brian Minns, Vice-President Sustainable Investing, Addenda Capital; Christie Stephenson, Executive Director, Dhillon Centre for Business Ethics, UBC Sauder; Susan McGeachie, Global Director, Climate Change and Sustainable Development, Hatch

Track C: Key Trends in Governance Session

3C: A Global Perspective: Subsidiary Governance Driven Through Enhanced Technology

Governance has changed rapidly over time. Discover how the recent advancements in subsidiary governance technology fit into the rest of your organization now. In this session, you’ll get an understanding of the differences by jurisdiction at the global level and the impact those subtleties have on your organization.

Speaker: Jarrod Simpson, CEO Governance Services, Computershare

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Mini Workshop A:

Best practices in Board Skills and Competencies Matrix

A Board Skills and Competencies Matrix is a key tool in Board succession and director recruitment. We will share best practices in developing a framework to refine the Matrix in order to address gaps in the Board skills and competencies and to leverage it for long term succession planning.

Speaker: Brigitte Catellier, VP Corporate Governance, Meridian Credit Union

Mini Workshop B: 

The Corporate Secretary and the Chief Audit Executive – Collaborators for More Effective Boards

This workshop discuss the relationship between Chief Audit Executives and Corporate Secretaries.

Although duties and deliverables are distinct, the two roles are critical for Boards and Committees in executing their governance duties. Yet, in many organizations the Corporate Secretary and Chief Audit Executive have no or little relationship with each other and their offices often lack coordination.

The session will be facilitated to identify opportunities for collaboration with tangible benefits for the Boards and governance generally. Participants will be asked to develop action plans for follow-up in their organizations.

Anticipated outcomes are:

  1. Increased understanding of the roles of the internal audit and corporate secretary functions, their parallels and disparities.
  2. Improved coordination and cooperation between the two key support positions for the Board of Directors.
  3. Better support for the Board in terms of information quality and quantity, follow-up on risks and issues, better meetings.
  4. Improved organizational governance.

Speaker: Brian Brown, Principal, Best Job in the Company Consulting Services

Mini Workshop C: 

Conducting Successful Virtual Board Strategy Sessions

While most organizations will require a major strategy reset post-covid, it will be some time before organizations are able to host a strategic planning retreat and even longer before participants are willing to attend. Finding consensus and defining a clear strategy is difficult enough with a professional facilitator in a face-to-face session. Is it possible to make meaningful and impactful strategy with real alignment across board and management over Zoom?

In this interactive workshop, Planning Group President, Peter Wright will discuss the difficult but necessary steps to move your strategy forward in a virtual environment. Participants will learn:

  • The importance of preparation and pre-work
  • The necessity of advance 1:1 board interviews
  • How to get your board and management team ready to be successful
  • The best approach to replace a 1-2 day retreat over a few Zoom calls
  • Tips and tricks to use Zoom, Poll Everywhere and various mind mapping tools for success

Speaker: Peter Wright, President, The Planning Group

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Mini Workshop D: 

Board Evaluation Workshop

Developing an Effective Evaluation Process for your Board.

The What,When, Why, Who and How of Board Evaluations In this workshop, participants from all types of organizations will identify the what, why, when, who and how for the board evaluation framework and processes right for their organization.

Discussion will include key issues such as how to introduce the concept of board evaluation to your board, and well as how to influence the changing direction of board evaluations. The concept of the board evaluation will also be discussed in the overall context of 'governance evaluations' and what that means, as organizations become more interested in communicating their governance culture to their various stakeholder groups. The session will be interactive with breakout sessions, and cover:

  • How to structure a board evaluation
  • how to communicate the benefits of the board evaluation process
  • how to conduct a board evaluation with in-house resources if necessary
  • how to evaluate the success of the board evaluation process and implement improvements 

Speaker: Janis Riven, Principal, Governance & Compliance solutions

Mini Workshop E:

Streamlining Board Focus and Processes from Best Practices to Governance Outcomes

In this session, participants will be introduced to a framework that will help their board (and themselves) increase the effectiveness of their oversight by focusing on governance outcomes that align with an organization’s unique scope and circumstances. The discussion will explore:

  • Focusing the Board's contribution and efforts
  • Clarifying roles / responsibilities
  • Positioning the Board for real impact
  • Simplifying the governance approach by shifting away from board inputs

The current focus on boardroom best practices will be challenged with an alternate approach proposed. Participants will be introduced to a new way of thinking about how board's govern well, addressing key areas of boardroom frustration in the process. Participants will be equipped with an approach and tools to simplify their current governance approach. Guidance will be provided on how to use the new tools and thinking. There will be lots of opportunity for participant engagement and practical application of the theory presented.

Speaker: John Dinner, President, John T. Dinner Board Governance Services

Mini Workshop F:

How to design and implement a professional development program for the board

The session will discuss best practices and practical steps to be used by the Governance Professional with the board to establish/enhance a continuing professional development program for directors. Practical tips on how to implement a program 2 How to engage with board members and the chair to guide implementation 3 Benefits of establishing a formal program

Speakers: Aaron Friedenthal, Assistant General Counsel, ATB Financial & Stuart McKellar, General Counsel, SVP Corporate Operations & Corporate Secretary, ATB Financial, Toby Tamayo, Lead Board Relations, Legal Services, CFO Portfolio, ATB Financial

Diversity and Inclusion: Best Practices for the Future of the Workforce

Moving beyond the talk about gender, racialization, indigenous, persons with disabilities and LGBTQ.

Moderator: Nita Chhinzer (MBA, PhD), Associate Professor in Human Resource Management and Business Consulting Dept. of Management, University of Guelph

Panelists: Indira Naidoo-Harris, AVP of Diversity and Human Rights, University of Guelph, Former Ontario Minister of Education, Child Care, Women; Caroline Codsi, President and Founder, Women in Governance,  Mark Johnson, Director, HR Operations and Talent Acquisition, EPCOR

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