Governance in Times of Turbulence€¦ · 2016-17 Board of Directors Carmel Bellamy Corporate Secretary and Senior Director, Governance, ... Program Details 8 Speaker Proﬁles 16

19th Annual Corporate Governance ConferenceDelta St. John’s Hotel & Conference Centre | St. John’s Convention Centre

Governance in Times of TurbulenceSt. John’s, NL • August 20-23, 2017

Governance Professionals of Canada 19th Annual Corporate Governance Conference2

Sunday, August 20, 2017

Dear Conference Delegate,

On behalf of GPC, welcome to the 19th Annual Corporate Governance Conference in beautiful St. John’s Newfoundland!

This onsite program will assist in guiding you through your next few days with us so keep it handy.

This year’s conference theme, Governance in Times of Turbulence, brings together leading governance experts and practitioners to provide an up close look at governance today. We sincerely hope that you will find this event to be a valuable and informative learning opportunity.

We are pleased to also provide you with our conference event app: Guidebook. This app is meant to serve as your companion guide and provide all of the conference information and resources you need to maximize your experience here with us. On our app, you will find the content of this onsite program, the map of the facilities, sponsor information, presentations and documentation that were submitted by presenters, as well as a list of your fellow delegates and more.

This year again we have a color scheme to our name badge lanyards in order to encourage more local networking. By referring to the legend on page 4, you will be able to seek out and identify colleagues in your region. We encourage you to also drop by the GPC booth located in the Exhibitor Hall to meet the GPC board members, network with your peers and make a donation to our Charity of Choice: United Way Centraide | United for BC Wildfire Recovery, if you wish.

If we can enhance your conference experience in any other way, please reach out to a GPC staff member or board member. You can usually find us at the registration desk or in the GPC Booth.

A few special notes of thanks: To our GPC conference committee members for their time, support and contribution to this event; to our speakers for contributing their time and expertise to our programming; and to all of our sponsors and partners – you make this event possible and our success is yours too.

Finally, as you experience the event, please take note for your conference evaluation survey. We appreciate all you have to say, and we use your feedback to plan future GPC conferences, as well as other events. As an additional incentive, we will draw from the completed evaluations for a FREE registration to our next annual conference to be held in Victoria BC, August 19 – 22, 2018!

Enjoy the conference!

Lynn BeauregardPresident, GPC

Program printing courtesy of:

Governance Professionals of Canada

2016-17 Board of Directors

Carmel Bellamy Corporate Secretary and Senior Director, Governance, Member & Co-operative Relations, The Co-operators Group LimitedGuelph, ON

Brigitte Catellier Former VP, Associate GeneralCounsel & Corporate Secretary, Sun Life FinancialToronto, ON

Misti Christensen Senior Manager Governance and Assistant Secretary, Nexen Energy ULCCalgary, AB

Glenn KeelingSenior Partner, Global Governance AdvisorsToronto, ON

Cyndie KremyrIndependent DirectorAbbotsford, BC

David Masse Principal, Governance ViewToronto, ON

Janis McKenzie Independent DirectorOakville, ON

Bonnie Oakes Charron Founder and Principal, Board ConciergeOttawa, ON

Josée TurcotteSenior Vice President, Corporate Secretary and Head of Governance, HSBC Bank CanadaToronto, ON

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Governance Professionals of Canada 19th Annual Corporate Governance Conference 3

Table of Contents

Lanyard Legend 4

Onsite Essentials 5

Hotel Floorplan 6

Exhibitor Hall 7

Program Details 8

Speaker Profiles 16

Corporate Features 30

Sponsors 51

Save the Date for 2018 52

Conference at a Glance

Pre-Conference:Sunday, August 20

• Optional local tours and golf• First-timers’ Welcome Reception• Welcome Reception• Optional Dine Around St. John’s

Day One: Monday, August 21

• Annual General Meeting• Opening Keynote• Plenary Sessions• Roundtable Discussions• Free evening for delegates

Day Two: Tuesday, August 22

• Opening Keynote• Concurrent Sessions:

• Track A: Leading Practices in Governance

• Track B: The Board and the Governance Professional

• Track C: Critical Issues in Governance

• Track D: Key Trends in Governance

• Workshops: Choice of 4• Closing Dinner: ‘Rally in the

Alley‘ on George Street

Day Three: Wednesday, August 23

• Keynote Panel• Concurrent sessions: Choice of 3

Charity of Choice: United Way Centraide

United for BC Wildfire Recovery In July of 2017, over 40,000 people were evacuated from their homes as wildfires ravaged the Interior of British Columbia.

United Way Centraide has mobilized efforts to begin the recovery of communities across the province through United for BC Wildfire Recovery – an initiative that will raise funds for housing, food assistance, mental health supports, and rebuilding of social infrastructure to meet community needs once the fires subside and residents return home.

The Governance Professionals of Canada (GPC) is supporting the continued efforts of United Way to help those affected by the fires in British Columbia. Recovery will look different for each community as well as each individual and family. It may be as simple as cleaning out a fridge, or as intensive as dealing with depression as a result of trauma.

Your donation will support those affected and help them overcome the fear and uncertainty that such a crisis brings.

Please give generously at www.unitedforbcwildfires.ca. On behalf of GPC, and United Way Centraide, please accept our sincere gratitude for your contribution.

Professional Accreditation

The 2017 Annual Corporate Governance Conference program offers a total of 49.5 hours of Continuing Professional Development (CPD). Registrants may be eligible to complete up to 14 CPD hours.

Certain sessions at the conference will also offer attorneys an opportunity to obtain Continuing Legal Education (CLE) credits as required by their provincial law society.

Note: Members of the Quebec Bar are required to sign-in at each session they attend in order to receive the Attestation de participation as required under Règlement sur la formation continue obligatoire des avocats

Sessions at the conference may also be eligible for ICSA, CPA, paralegal or other credits. Please check with your individual jurisdiction. Attendees registered for CPD or CLE hours for the conference will receive a certificate of attendance following the conference upon request. Certificates of attendance may also be requested via email after the event.

If you have any questions relating to CPD hours or CLE credits, please see Megan McLean onsite or email her at [email protected].


Governance Professionals of Canada 2017 Conference

Committee

Brigitte CatellierFormer VP, Associate General Counsel & Corporate Secretary Sun Life Financial

Sara GelgorCorporate Director, Former Chief Privacy Officer Scotiabank

Glenn KeelingSenior PartnerGlobal Governance Advisors

Cyndie KremyrIndependent Director

Heather LaxtonChief Governance Officer & Corporate SecretaryWesdome Gold Mines Ltd

David MassePrincipal Governance View

GPC Staff Team

Lynn Beauregard, President

Albert Orellana, Manager, Events

Pamela Smith, Governance and Board Relations Manager

Caroline Bucksbaum, Membership & Event Coordinator Megan McLean, Manager, Administration, Education & Special Projects

Senait Ghebru, Controller

Seare Araya, IT Administrator

Letricia Fullerton

PURPLE: Alberta, Northwest Territories, Yukon

YELLOW: British Columbia

BLUE: Ontario

ORANGE:Newfoundland & Labrador, Prince Edward Island,

Nova Scotia, New Brunswick

WHITE: International

GREY: Quebec

GREEN: Manitoba, Saskatchewan, Nunavut

Lanyard Legend

First-Time Attendees


Onsite Essentials

Win a free pass to GPC 2018 in Victoria, BC

This year the conference evaluation will only be made available electronically. You can complete the survey as you go, within the event app, or be sure to submit your comments and feedback after the event online at: www.surveymonkey.com/r/gpcnl2017

Your comments and feedback are valuable to us! We use the submitted surveys to continue the success of the conference, improve your overall experience and tailor future events to meet your needs.

Bonus! Complete your conference survey by September 5, 2017 and you have a chance of winning a FREE 2018 CONFERENCE PASS to Victoria, BC, August 19 – 22, 2018.

Follow Us!

The conference is a Twitter-friendly event! We encourage you to tweet throughout the plenaries, workshops, breakouts, Exhibitor Hall and all social programming! Our official hashtag is #GPCNL2017. Follow us @GovProCanada!

The GPC Event App

This conference is hosted on the mobile event app, Guidebook. Download the guide to access the most up-to-date information about our event, including schedules, maps, and much more.

Android and iOS users: Get the app1. If you have the Guidebook app downloaded already, skip to step #4. If you are a first time user with

Guidebook, follow the rest of these instructions.2. Go to the app store that corresponds with your Android or iOS device and search for “Guidebook.”

Alternatively, you can scan the QR Code you see here or Get our guide here: guidebook.com/g/gpcnl20173. Once the app is downloaded, create your own log-in.4. Tap “Enter passphrase” and use gpcnl2017 to download our guide. (Note: the GPC event is a private

event and will not appear in a general event/guide search.)

Once you’re logged in, you’ll have access to the schedule of events, speakers, sponsors, presentations and so much more! Plus, upload your pictures and stay connected on social media as you go, all within the app!

Support our Charity of Choice!

In exchange for donations to our Charity of Choice, GPC will be offering personalized and fun Tarot Card readings and a neck and shoulder massage on a first-come, first-served basis in the Exhibitor Hall, at the GPC lounge. These services will be provided by a professional card reader and a professional masseuse. Take advantage of these opportunities during our conference breaks and support the United Way Centraide: United for BC Wildfire Recovery efforts.


St. John’s Convention Centre Floorplans

Registration & Information

Lobby

Main Plenary Room

Bowring 1-3

Exhibitor Hall, Meals & Refreshments

Bannerman Ballroom

Breakout Tracks

Churchill 1-2

Bowring 2

Bowring 4

Pippy 1-2

Victoria 1-2

Roundtables

Bowring 2

Bowring 4

Churchill 1-2

Pippy 1

Pippy 2

Welcome Reception

Bannerman Ballroom

Conference Rooms


Exhibitor Hall

Company Booth

Broadridge 14

CISION 7

Computershare 1,2

Diligent 15

Donnelley Financial Services 10

Global Governance Advisors 8

ICSA 4

Laurel Hill 3

Leading Boards 11

Listed Magazine 13

Nasdaq 9

Passageways 5

TMX TSX Trust 6

Booth Company

1,2 Computershare

3 Laurel Hill

4 ICSA

5 Passageways

6 TMX TSX Trust

7 CISION

8 Global Governance Advisors

9 Nasdaq

10 Donnelley Financial Services

11 Leading Boards

13 Listed Magazine

14 Broadridge

15 Diligent


Sunday, August 20

12:00 pm Lobby

Registration Opens

5:30 pm Bannerman Ballroom

First-timers’ Welcome Reception

6:00 pm – 7:00 pm Bannerman Ballroom

Welcome Reception Sponsored by:

7:00 pm – 9:30 pm

Dine Around St. John’s (optional)Discover some of the great dining available in St. John’s.

Pre-Conference

Optional ActivitiesGolf at Clovelly Golf CourseLocated in the North East end of St. John’s off Stavanger Drive, it features a championship par 6,400 yard 18-hole par 72 course with an executive par 62, 4,000 yard, 18 hole course. It has a clubhouse available for meals and refreshments.

Historical St. John’s & Cape SpearThis is a great orientation of St. John’s, as well as the most Easterly point in North America. Includes stops at the National Historic site of Cape Spear, the beautiful view on top of Signal Hill, Quidi Vidi Village, Government House, the Roman Catholic Cathedral and an orientation of the shops and restaurants of downtown St. John’s.

Outports & Lucky RocksThis is a beautiful scenic tour which takes you along the Atlantic coast and includes stops at Quidi Vidi Village; the Oceans Sciences Research Centre in Logy bay; Middle Cove Beach, and Flatrock where the hills run so smoothly into the sea that they can be used as a natural slipway.

Colony of AvalonThis morning we will travel to the Southern Shore of the Avalon Peninsula along the winding coastline of the beautiful Irish Loop, which is dotted with small ‘outport’ communities for which Newfoundland is so famous. Here you will visit the Colony of Avalon Archaeology Site, where the remains of an early 17th century settlement is well preserved. The Ferryland settlement was “forgotten”, and its remains lay undisturbed for centuries.

Coastal Community ExplorationToday we will go “around the Bay” along the picturesque coastline of Conception Bay. We will stop along the in Holyrood to search for ‘Lucky Rocks’ on the beach. We also stop for picture taking as we make our way to Brigus, one of the historic sailing ports of Conception Bay and home of the late, famous Captain Bob Bartlett who took Perry to the North Pole. Here we have the opportunity to visit Hawthorne Cottage and take ‘The Walk’ around the community. Lunch today is in Cupids, one of the oldest settled communities in Newfoundland. This area is celebrated its 400th anniversary in 2010 of John Guy establishing a colony in this area for the Merchant Ventures’ in Bristol England.

Bird Island TourThe day begins with a drive down the Southern Shore to the historic Irish outport, Bay Bulls. Here we take a boat ride out to the Witless Bay Ecological Reserve Bird Islands, home to thousands of Atlantic Puffins, Murres and Kittiwakes in the spring and summer. We will also be looking for whales, which frequent this bay in the summer months.


Monday, August 21

7:30 am – 8:15 am Bannerman Ballroom

Breakfast in the Exhibitor Hall

8:15 am – 8:45 am Bowring 1-3

GPC Annual General Meeting

9:00 am – 10:15 am Bowring 1-3

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:


Networking Break in the Exhibitor Hall

10:45 am – 12:00 pm Bowring 1-3

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:

Conference Program 12:00 pm – 1:15 pm Bannerman Ballroom

Networking Lunch in the Exhibitor Hall

Find out how suppliers can make a governance professional’s environment more efficient. GPC’s conference brings together a unique gathering of key suppliers of critical products and strategic solutions to help the governance office achieve its objectives. There is no other marketplace like it in Canada! Exhibitor hall sessions are built in to the program to maximize your time with these vendors and to have a chance to fully explore their solutions.

1:15 pm – 2:15 pm Bowring 1-3

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:

2:15 pm – 2:45 pm Bannerman Ballroom

Break in the Exhibitor Hall

2:45 pm – 4:45 pm - Roundtable Discussions

A. Subsidiary Governance – Neil Puddicombe, Associate General Counsel and Director of Subsidiary Governance, BMO Financial Group - Bowring 4

B. The Board’s role in strategy and oversight – Gigi Dawe, LL.M, Director, Corporate Oversight and Governance, Chartered Professional Accountants of Canada - Bowring 4

C. Enhancing the profile of the Corporate Secretary – Sylvia Groves, President and Creative Director, Governance Studio Inc. - Bowring 4

D. Shareholder engagement – TBD - Bowring 4E. Not for Profit Organizations challenges and issues –

Louise Pauzé, President, Happico Consulting - Bowring 2F. Public sector Organizations challenges and issues

– Maria Capozzi, Principal, Strategic Initiatives & Board Governance, Office of the Auditor General (Manitoba); Laura Edgar, Vice President, Board &


9:45 am – 10:45 am - Concurrent Sessions

Track A: Leading Practices in GovernanceSession 1A: Regulatory panel: Whistleblowing, Proxy System, Diversity, Disclosure and more!Churchill 1-2This 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 conflictsPippy 1-2

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 1C: Board Evaluations – Why Bother?Bowring 2This 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

Organizational Governance, Institute On Governance; Krystyna Kott, Chief Internal Auditor, Ontario Securities Commission - Bowring 2

G. Proxy voting – Lara Donaldson, Director, Regulatory and Industry Affairs, Computershare Canada - Bowring 2

H. Cybersecurity – Richard Wilson, Partner, Cybersecurity & Privacy Consulting, PWC - Bowring 2

I. How boards should address ethics, risks and integrity – Sara Gelgor, Head of Regulatory Compliance, Retail Banking and Wealth Management, HSBC Canada - Churchill 1-2

J. Role of the board when crisis hits – Lawrence Ritchie, Partner, Osler, Hoskin & Harcourt LLP; John Valley, Partner, Osler, Hoskin & Harcourt LLP - Pippy 1

K. ESG and sustainability in governance frameworks – Milla Craig, Founder and President, Millani - Pippy 2

4:45 pm

End of Day One

Free evening for delegates.

Tuesday, August 22


Breakfast in the Exhibitor Hall

8:15 am Bowring 1-3

Opening Remarks

8:30 am – 9:30 am Bowring 1-3

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:


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?Bowring 4• 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 ‘how-to’ 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

The Law Society of Upper Canada approved accreditation for 1 hour of Professionalism Content for Session 1D as described in this program. All other content is eligible for Substantive CPD credit.



11:15 am – 12:15 pm - Concurrent Sessions

Track A: Leading Practices in GovernanceSession 2A: Developing and implementing an effective insider trading prevention programChurchill 1-2

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.


Session 2B: Equipping your board for optimal decision-makingBowring 4This 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:


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

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

Sponsored by:


Session 2D: Disclosure, governance and communication in crisis management situations: At the heart of corporate reputationPippy 1-2

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:

12:1 pm – 1: pm Bowring 1-3

Luncheon, Joyce Borden Reed Sponsored by: Award and SURPRISE GUEST

1: pm – 2: pm - Concurrent Sessions

Track A: Leading Practices in Governance

Session 3A: From shareholder activism to shareholder engagement: Trends, developments and legal updatesChurchill 1-2

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:


Session 3B: The role of the board in leadership transitions: Maximize return and minimize riskPippy 1-2

“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.

p y



Session 3C: Best practices and importance of documenting mandates of oversight functionsBowring 2The 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.


Session 3D: Best practices in implementing ESG in a governance frameworkBowring 4Investors 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:

2: pm – 3: pm Bannerman Ballroom


3: pm – 5: pm - Concurrent Workshops

Workshop A: Not for profit strategy and governance and a case study on how the CBA changed their governance structure using Participative DesignChurchill 1-2• 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 managementBowring 2Many 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 BoardsPippy 1-2

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 interdependencies 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 PracticesBowring 4This 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

6:30 pm

Closing Dinner

‘Rally in the Alley ‘ on George Street

St. John’s has more bars and pubs per capita than any other city in Canada and most of them are located on the infamous George Street. This evening, GPC delegates will get to experience the famous nightlife of downtown St. John’s, as well as key local cultural experiences of Newfoundland Culture: song, dance, food and drink. The night will be capped by a live local dance band. This is an experience not to be missed!

Sponsored by:

Wednesday, August 23

7:30 am – 8:30 am Lobby

Breakfast

8:30 am – 8:45 am Bowring 1-3

Conference Recap

8:45 am – 10:00 am - Plenary Session Bowring 1-3

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:

10:15 am – 11:30 am - Concurrent Sessions

Track A: Leading Practices in Governance

Session 4A: New Trends in Boardroom Diversity & Ontario’s New Diversity RegimeBowring 4

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


Session 4B : Benchmarking Corporate GovernanceBowring 2

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


Session 4C: Cybersecurity: The Board’s role, Canadian Governance Requirements, and what to do in case of a cyber breachChurchill 1-2

Pre-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


Speaker Profiles

Margaret BawdenPrincipal, The Osborne Group andDirector, Medbuy Corp

Margaret Bawden is a Principal with The Osborne Group. Her practice focuses on Interim Management, Strategic

Planning and Supply Chain Transformation. Margaret is an experienced board member and has advised many boards on diverse topics ranging from governance to operational performance metrics. She currently chairs the Global Standard Board of the International Federation of Purchasing and Supply Management and sits as an Independent Member of the Mohawk Medbuy Corporation board. Margaret began her career at Procter & Gamble where she rose progressively through positions in Manufacturing, Purchasing and Public Affairs followed by many years in international supply chain strategy consulting at leading firms Accenture and A. T. Kearney. While at Hewlett Packard, Ms. Bawden was a Director in HP’s Worldwide Financial Services practice where she focused on delivering end to end business optimization and strategic growth solutions. Prior to joining the Osborne Group, Margaret led the Ontario government’s OntarioBuys program responsible for supply chain transformation in the broader public sector. Ms. Bawden holds an ICD.D designation from the University of Toronto Rotman School of Management and is a licensed Professional Engineer in Ontario.

Carmel BellamyCorporate Secretary and Senior Director, Governance, Member & Co-operative Relations, The Co-operators

Carmel provides strategic and operational governance leadership to

The Co-operators Group Ltd. Board of Directors and the Committees of the Board. In this role, she is accountable for the planning and execution of duties of the Office of the Corporate Secretary and leads the development and delivery of corporate policies, programs and processes to enhance Board/Director performance and effectiveness. She also oversees effective communication, engagement and relations with The Co-operators member organizations and co-operative affiliates. Carmel is a member of the Governance Professionals of Canada (GPC) Board of Directors where she serves as Chairperson of the Membership Committee and on the Finance Committee. Prior to joining the GPC board, Carmel served two terms as a Trustee on The Co-operators Retirement Plan; a defined contribution plan consistently ranked within the top 10 DC plans in Canada with over $1 billion in assets.

Brent BergeronExecutive Vice President, Corporate Affairs and Sustainability, Goldcorp Inc.

Mr. Bergeron joined Goldcorp in November 2010 and was appointed Executive Vice President of Corporate

Affairs and Sustainability in January 2015. Prior to joining Goldcorp, he served as a senior executive with international experience in the fields of construction and infrastructure development, broadcast and media. Over the course of his career he has worked throughout Africa, North, South and Central America. Mr. Bergeron leads the development and implementation of Goldcorp’s corporate affairs and sustainability programs, including environmental stewardship, community relations, social responsibility, government relations, communications and country risk. He is a member of the Boards of Directors of the Canadian Chamber of Commerce, the Canadian Council of the Americas, the Mining Association of Canada, the Quebec Mining Association and the Boreal Leadership Council. He also serves as a member of the Executive Steering Committee for the Responsible Gold Standard Initiative at the World Gold Council.

Maryann S. BesharatDirector, Legal & Compliance, Intact Financial Corporation

Maryann is Director, Legal & Compliance at Intact Financial Corporation. She is responsible for

providing legal services and solutions-oriented advice relating to a broad range of legal issues including: insurance, corporate governance, compliance, privacy, ombudsman, risk management, contracts, procurement, IT/IP, and employment matters. Maryann, provides pragmatic advice regarding strategic initiatives and she oversees interactions with several regulatory bodies. In addition, she is responsible for managing all aspects of Intact’s privacy and whisteblower programs. Maryann has developed and delivered several successful national ethics training campaigns for Intact. Previous to her role at Intact, Maryann was in private practice at Borden Ladner Gervais LLP, where she practised Corporate Commercial Law and focused on Mergers and Acquisitions, Marketing and Advertising Law, Consumer Protection and Privacy Law. Maryann serves on several committees and is co-chair of the Intact United Way Leadership Campaign. She is also chairperson of the Womentum program at Intact and is former chairperson of the Insurance Bureau of Canada’s Privacy Working Group.


Tom Bursey, FCMA, FCPA, C.Dir., ICD.D

Senior Fellow, University of Ottawa, Centre on Governance

Experienced Chair of Boards and Committees in the not-for-profit and private sectors (regulated & non-

regulated). Served on: Governance Committees; Audit, Finance & Risk Committees; Human Resources and Compensation Committees; and Leadership Transition (CEO Search) Committees. A Fellow of The Institute of Chartered Accountants of Ontario and holds the designation of Chartered Professional Accountant (FCPA). A Fellow of the Society of Management Accountants of Canada and holds the designation of Fellow Certified Management Accountant (FCMA). Tom Bursey received the designation of Chartered Director (C. Dir.) from the Directors College at McMaster University and two specialized governance certifications: Audit Committee Certified (ACC) and Human Resources and Compensation Committee Certified (HRCCC). A member of the Institute of Corporate Directors and is an Institute-Certified Director (ICD.D). For the past ten years, Tom Bursey has been the Vice President and Chief Financial Officer with the Council of Canadian Academies (www.scienceadvice.ca).

Charles Travis Canfield (Chuck)Principal Corporate Governance Officer, International Finance Corporation

Chuck has a Juris Doctor with a concentration in International Law from Northwestern University. Chuck

is a Certified Public Accountant (Illinois) and a Chartered Global Management Accountant (London), and has over twenty years professional experience in accounting, consulting and law, with eleven years of that spent in the emerging markets worldwide. He has assisted companies in these jurisdictions, implemented international best practices of corporate governance, and advised on draft legislation/regulations in ten countries. He has extensive experience advising enterprises on accounting issues, internal control systems and internal audit functions and other issues related to corporate governance. Chuck is the main architect of the IFC’s Advanced Corporate Governance Methodology and the IFC Fund Governance Methodology. As of February 2017, Chuck’s current endeavors include serving on the governing body that oversees the development of International Standards on Auditing, being a member of the group developing an ISO standard on corporate governance, co-leading a group to develop an IFC methodology for evaluating ESG, and developing an ESG disclosure toolkit. He has extensive experience as an auditor and tax advisor with international accounting firms as well as legal experience as a corporate and securities attorney.

Maria Capozzi, MPA, CGAP, ICD.D

Principal, Strategic Initiatives & Board Governance, Office of the Auditor General (Manitoba)

Maria has been with Manitoba’s Office of the Auditor General (OAG) since

1997. Maria has extensive experience in conducting corporate governance reviews, assessments and audits of Boards of Directors in the public sector. She has authored numerous OAG Reports to the Manitoba Legislature, including a Study of Board Governance in Crown Organizations (2009), which provides an overview of leading practices and common challenges in providing effective governance in the public sector. Maria has also authored several published articles, and been invited to speak at numerous national conferences, and local Crown and not-for-profit organizations, about the challenges facing directors in ensuring effective board governance. Maria completed her ICD.D director’s certification through the Rotman School of Management, and is currently a member of the Manitoba Chapter Executive for the Institute of Corporate Directors (ICD). Maria recently received her designation as a Certified Government Auditing Professional (CGAP). Prior to joining the OAG, Maria worked with a number of private and public sector organizations, including Manitoba Public Insurance, Kleysen Transport Ltd., Manitoba Department of Labour, and Investors Group Inc.

Brigitte K. CatellierFormer VP, Associate General Counsel & Corporate Secretary, Sun Life Financial

In December 2015, Brigitte Catellier joined Sun Life Financial in Toronto as Vice-President, Associate General

Counsel and Corporate Secretary. Prior thereto, she was Corporate Secretary and Head of Governance of HSBC Bank Canada in Vancouver. From 2004 to 2013, she was Vice-President, Legal Affairs and Secretary of Astral Media in Montreal. Before joining Astral, she was Corporate Secretary of Alimentation Couche-Tard. Prior thereto, she was Senior General Counsel and Associate Secretary of Canadian National Railway Company for six years. She started her career in private practice at Norton Rose Fulbright, where she specialized in corporate securities for close to ten years, progressing to partner level. During that time, she was Corporate Secretary of Culinar for three years. Brigitte was admitted to the Quebec Bar in 1989. She is a Fellow of the Institute of Chartered Secretaries and Administrators. She is a member of the Board of Directors of Governance Professionals of Canada. She obtained the designation of Certified In-House Counsel –Canada (CIC.C).


Christopher ChenSenior Client Partner and Canada Practice Leader, Executive Pay and Governance, Korn Ferry Hay Group Ltd.

Christopher is a Senior Client Partner for Korn Ferry Hay Group, based in

the firm’s Toronto office. Christopher advises clients on supporting stakeholder value through effectively aligning organizational strategy to executive pay. Christopher has worked extensively with private and public sector clients across Canada in all aspects of executive pay and governance including compensation strategy, competitive benchmarking and incentive design. As a former lawyer and in-house advisor, he brings deep technical and industry expertise to his clients. Christopher previously chaired the Governance Committee of the Yee Hong Centre for Geriatric Care, organizer of the annual Dragon Ball fundraising gala. Christopher is a member of the Law Society of Upper Canada and has completed the Canadian Institute of Chartered Accountants In-depth Tax Course. Christopher obtained the Chartered Director (C.Dir.) designation from The Directors College (a joint venture between The Conference Board of Canada and McMaster University), and is a faculty member of The Directors College.

Milla Craig

Founder and President, Millani

Milla is Founder and President of Millani. After 15 years in institutional equity sales with RBC Dominion Securities and Scotia Capital, Milla

moved into the field of ESG integration and corporate sustainability, and was actively involved in the development of corporate sustainability strategy and management for a variety of Canadian organizations in her role as Deloitte’s Leader – Sustainability for the Quebec Region. Milla and her team now help asset owners, investment managers, and companies apply ESG to reduce risks and create value, through capital market experience and independent advice. Milla is Co-Founder and Executive Committee member of the Finance and Sustainability Initiative (FSI), and was part of the Sustainability Accounting Standards Board’s (SASB) Financial Sector review. She also leads the Water Committee and sits on the Executive Committee of the International Women’s Forum’s Montreal Chapter. Milla was recently honoured as the top performer in the consulting category by receiving Canada’s Clean16 Award for 2017, and last October delivered a compelling TEDx Montreal Women talk on ESG Integration.

Geoffrey D. CreightonImmediate Past President and Chair, In-House Counsel Worldwide, and Member, BlackRock IRC

Geoffrey D. Creighton is Past-President and Chair of In-House Counsel

Worldwide (ICW), the international network of in-house bar associations. A Chartered Director (C.Dir.) and Certified In-House Counsel (CIC.C), he is a member of the Independent Review Committee of BlackRock Canada, and a ‘public member’ of the Board of TFAAC (“Advocis”) the national body which represents financial advisors. Geoff was formerly SVP, General Counsel of IGM Financial Inc, a public financial institution in the Power Corporation group of companies. In that role, he was responsible for overseeing the legal, compliance and corporate secretarial functions of Investors Group and Mackenzie Investments. Prior to joining IGM in 2008, Geoff was a partner with Torys LLP, focused on M&A, complex corporate finance and corporate governance. Currently the Chair of the judging panel for the GPC’s Excellence in Governance Awards, he is a frequent speaker on governance and legal matters. Geoff is a Past-Chair of the Canadian Corporate Counsel Association, has chaired and served on several committees of the CBA and its Council, and is the recipient of both the Douglas Miller Award and the Robert V.A. Jones Award, for his contributions to the CBA and CCCA respectively.

Catherine CummingsExecutive Director, Canadian Corporate Counsel Association (CCCA)

Cathy is the Executive Director of the Canadian Corporate Counsel Association (CCCA), a division of the

Canadian Bar Association. She was seconded for 2 years directly to the Canadian Bar Association (CBA) to manage a governance and operational review called CBA Re-Think, which resulted in major changes. Cathy has an eclectic mix of work experiences in the national not-for-profit sector including the CAW (now Unifor) and the Canadian Payroll Association. Cathy has volunteered extensively with United Way, the CSAE and many charities including Ceridian Cares, ALS Ontario & ALS Canada. She is a Certified Association Executive, CAE. On a personal note, Cathy is married to her wonderful husband Marty, has three awesome children and has a mission nicknamed the “bouquet project” that is trying to reverse the statistic that people are ten times more likely to complain than praise.


Gordon CurrieExecutive Vice President & Chief Legal Officer, George Weston Limited (Toronto)

Gordon has been the Chief Legal Officer of George Weston Limited since joining the Company in September

of 2005. He is responsible for legal matters across the Weston group of companies, including Weston Foods, Loblaw, Shoppers Drug Mart, PC Financial and Choice Properties REIT. In addition, Gordon is responsible for Corporate Affairs and Communications at Loblaw. Prior to joining the company Gordon was General Counsel of a leading North American energy and services provider, and prior to that he was a corporate law partner with Blake, Cassels & Graydon LLP.

Gigi Dawe, LL.M

Director Corporate Oversight and Governance, Chartered Professional Accountants of Canada

Gigi Dawe leads the Corporate Oversight and Governance department

at the Chartered Professional Accountants of Canada (CPA Canada). She oversees CPA Canada’s development of influential, thought leading resources that improve board performance. Gigi launched the governance discipline at CPA Canada to facilitate enhanced board and executive decision-making toward resilient, sustainable organizations. Her history includes consulting in organizational and human resource development in a variety of industries. Gigi is a member of the National Association of Corporate Directors, the Institute of Corporate Directors, and the International Corporate Governance Network. She is on the International Corporate Governance Network’s Board Governance Committee, sits on the advisory board of Women Get on Board and of Simon Fraser University’s Next Generation Governance Project. She is a board member of Youthdale Treatment Centres, and past board member of Active Healthy Kids Canada and Family Daycare Services Toronto. Gigi teaches Corporate Responsibility and Ethics in the Masters of Financial Accountability program at York University.

Rob DeRooy, Pro.Dir., C.Dir.

Vice President Governance and Strategy, Governance Solutions Inc.

Rob brings a wealth of knowledge and experience to our clients. His expertise in corporate governance, strategic

planning, member and stakeholder engagement and oversight is deep at both the board and executive levels. Having served both as a Chief Executive Officer, and as a Board member on several boards, Rob is able to

see governance and strategic issues from both sides of the boardroom table. Having been on both sides of the table has afforded Rob the opportunity to see where the “bright red line” between the Board and Management should be and how to best keep it in place. Rob is best known for his use of customized case studies that aid adult learning and help bring life to the complex issues of Corporate Governance. With an in-depth knowledge of governance best practices Rob’s development sessions are among the top-rated sessions provided by Governance Solutions. Rob obtained the Chartered Director (C.Dir.) designation from The Directors College (a joint venture of McMaster University and The Conference Board of Canada) 2012.

Peter J. Dey

Chairman, Paradigm Capital Inc.

Peter Dey is currently the Chairman of Paradigm Capital Inc, an independent investment dealer. He was most recently a Partner of Osler, Hoskin & Harcourt

LLP specializing in corporate board issues and mergers and acquisitions. Prior to this role, he was Chairman of Morgan Stanley Canada Limited and involved in developing the Canadian investment banking business and the overall strategic direction of Morgan Stanley in Canada. Peter has been a director of a number of public companies including Goldcorp, Granite REIT, Addax Petroleum, Caracal Energy and CP Ships. He is currently a director of Gran Tierra Energy. Mr. Dey received his Master of Laws degree from Harvard University in 1967.

Bindu DhaliwalAssociate General Counsel & Director, Environmental, Social and Governance, BMO Financial Group

Bindu Dhaliwal is Associate General Counsel & Director, Environmental,

Social and Governance (ESG) for BMO. Bindu is responsible for: BMO’s sustainability performance disclosure; identifying and evaluating emerging ESG issues; and, engagement activities with the investor and NGO community on sustainability matters. Bindu is a frequent speaker on sustainability trends in the financial services sector, social finance and diversity in the legal profession. Prior to her current role Bindu supported the Wealth Management lines of business. Prior to joining BMO, Bindu worked a major Canadian law firm and clerked at the Ontario Court of Appeal. She obtained her law degree at Queens University. She is licenced to practice the Province of Ontario, Canada.


John DinnerPresident, John T. Dinner Board Governance Services

John Dinner is President of John T. Dinner Board Governance Services, a leading Canadian consulting

firm focused on corporate governance and board effectiveness. For more than 20 years, John Dinner has been helping boards across sectors and across Canada improve their performance and contribute in tangible ways to the success of the organizations they oversee. Board members and organizational leaders value John’s depth of experience, relevant insights, practical approach and his ability to facilitate needed governance change. John’s hands-on, board work focuses on helping clients develop and benefit from leading-edge governance practices, including board, committee and director effectiveness evaluations, director recruitment, board education, meeting effectiveness and best practices, information management and decision-making. He knows and understands the needs of directors and other organizational leaders first-hand. John Dinner is: a founding member of The Directors College faculty (McMaster University); a regular conference presenter and workshop leader; a recipient of the National Award in Governance; a contributor to the Joint Committee on Corporate Governance; and, a widely published author and media spokesperson on board topics.

Lara DonaldsonDirector, Regulatory and Industry Affairs, Computershare Canada

As Director, Regulatory and Industry Affairs, Lara advocates on behalf of Computershare to influence key industry,

legislative and regulatory developments that have the potential to impact Computershare clients and business strategy. Lara is the President of the Securities Transfer Association of Canada (STAC) and is past Chair of the STAC Legal and Regulatory Working Group, and is also on the board of the Securities Transfer Association (STA) in the United States. She is often called to speak at industry events on topics including Notice and Access, Transfer Agent Proxy Processes and Proxy Reform. Lara is a member of the Governance Professionals of Canada (GPC), the Canadian Investor Relations Institute (CIRI), the Institute of Corporate Directors (ICD), and the Women’s Executive Network (WXN). She is also an affiliate member of the Institute of Chartered Secretaries and Administrators (ICSA) and successfully completed the ICSA Canada Directors’ Education and Accreditation Program (DEAP) in June, 2017. She began her career in the transfer agency industry more than 22 years ago, and has progressed through various roles, most recently holding the title of General Manager of Client Services, Central Region for Computershare Canada.

Frédéric Duguay

Partner, Hansell LLP

Frédéric Duguay* is a Partner at Hansell LLP. He advises companies, boards, committees and shareholders on corporate governance, securities

law and regulatory matters. Over the last several years, Frédéric has conducted a number of external board effectiveness and governance benchmarking reviews for several major organizations, including public companies, financial institutions, government-owned corporations and not-for-profit organizations. Prior to joining the firm, Frédéric held progressively more senior positions at the Ontario Securities Commission, where he led a wide range of regulatory and policy initiatives focused on improving the board’s accountability to shareholders and the disclosure of corporate governance practices. Frédéric is a contributor to the LexisNexis Canada Practice Advisor module on securities law and corporate governance, and has been recognized as a “corporate lawyer to watch” in the 2017 Lexpert Guide to the Leading U.S./Canada Corporate Lawyers in Canada. He served as Chair of the Board of the Coopérative Radiophonique de Toronto (CRT) from 2013 to November 2015, where he led the CRT through management changes and its board renewal process, and worked with management to secure important government grants to navigate funding challenges.*denotes Professional Corporation

Laura EdgarVice President, Board & Organizational Governance, Institute on Governance

Laura is a governance professional with twenty years of experience in designing, conducting and evaluating governance

projects and programs. She has a strong professional and academic background in the governance of public purpose organizations, business management, adult education, and international programming. Her work in board and organizational governance includes conducting governance assessments, supporting implementation of governance renewal efforts, and providing training and advice on governance issues. She works with a wide range of public purpose organizations, including state owned enterprises, government departments & agencies and not-for-profit organizations and associations. She has also conducted commissioned research on a number of current and emerging topics, including partnership building, collaborative governance arrangements, conflict of interest, improving member engagement, and the role of the board in shareholder/stakeholder relations. Laura currently serves on the Board of Parkinson Canada, where is also the Chair of the Governance & Nominating Committee.


Policy Group, John F. Kennedy School of Government; the advisory group of nGenera’s Government 2.0: Wikinomics, Government and Democracy research program and the Ottawa Hospital Foundation.

Amy Freedman

Chief Executive Officer, Kingsdale Advisors

Amy is a seasoned capital markets professional, with over 12 years of experience in investment banking. Amy is responsible for the day-to-day operations

of Kingsdale Advisors with a focus on providing superior service and outstanding strategic advice to public company boards and management as they strive to enhance value for shareholders. Amy is responsible for leading the growth of the firm and the thought leadership of the Kingsdale team. She began her career at Morgan Stanley in New York as an Associate, Investment Banking where she spent approximately four years executing lead managed equity transactions and client coverage. After being promoted to Vice President, she moved back to Toronto with National Bank Financial. Her most recent position was Managing Director, Equity Capital Markets for Stifel where she spent eight years with the organization and its predecessors Thomas Weisel Partners as Managing Director & Chief Operating Officer for the Global Investment Bank and Westwind Partners as a Director in Corporate Finance. In addition to her current role at Kingsdale, Amy is a director of Mandalay Resources Corporation. Amy has extensive experience leading transaction management, positioning companies for success in the marketplace, and a deep understanding of capital markets.

Matt FullbrookManager, Clarkson Centre for Board Effectiveness (CCBE), Rotman School of Management

Matt Fullbrook is the Manager of the Clarkson Centre for Board Effectiveness

(CCBE) at the Rotman School of Management, University of Toronto. Under his direction, the CCBE has evolved into the central hub of governance research in Canada. Matt has overseen the development and execution of all of the CCBE’s projects since 2004, including Board Games, various Pay/Performance studies, SME governance ratings, and an ongoing study of the governance of family firms. As an independent consultant, Matt has advised dozens of boards of directors, helping them to maximize their effectiveness through the development and implementation of effective processes, policies and structures.

RJ FalconiManaging Director, RayleeValleyGroup

RJ Falconi is currently Managing Director of RayleeValleyGroup that provides guidance and advice in areas including public policy, government

and stakeholder relations, corporate secretarial/board administration, corporate governance/compliance. Mr. Falconi retired at the end of January 2017 as Executive Vice President, Chief Legal & Government Affairs Officer, General Counsel and Corporate Secretary at CSA Group (Canadian Standards Association). He was responsible for corporate governance, policy and administration of its Board, provided oversight for CSA’s government relations activities on international trade, lobbying and compliance, and interacted with governmental regulatory authorities and domestic and international law enforcement agencies. Previously, Mr. Falconi was Vice-President, General Counsel & Assistant Corporate Secretary for Parsons Corporation, a global multi-disciplinary engineering firm, and was Legal Counsel for the Consumer Banking Division of Citibank Canada. Mr. Falconi has a Bachelor of Laws (Juris Doctor) degree from Osgoode Hall Law School and was called to the Ontario Bar in 1985. In October 2012, he was certified by the Institute of Corporate Directors as an Institute-Certified Director (ICD.D). Mr. Falconi is a member of the Law Society of Upper Canada, the Canadian, American and International Bar Associations, and the US-based National Association of Corporate Directors.

Maryantonett FlumianPresident, Institute on Governance

As President of the Institute on Governance, Maryantonett Flumian is responsible for the Institute’s vision and strategic direction, project and

partnership development, and fostering of programs to promote public discussion of governance issues. She is a seasoned senior executive at the Deputy Minister level in the Canadian federal Public Service with more than 20 years of large-scale experience in the economic, social and federal/provincial domains. She is internationally recognized for her work as a transformational leader across many complex areas of public policy such as labour markets, firearms, fisheries, and environmental issues. She was the first Deputy Minister of Service Canada. Her current research focuses on leadership, collaboration, governance, and the transformational potential of technology primarily in the area of citizen-centered services. In addition, Maryantonett spent three years at the University of Ottawa initiating programming for the development of senior public service leaders. Maryantonett has previously sat on the advisory board of The Agency for Co-Operative Housing, the Harvard


Sara Gelgor, BA, LLB, LLM, MBA, ICD.D

Head of Regulatory Compliance, Retail Banking and Wealth Management, HSBC Canada

Sara Gelgor is an experienced legal, compliance and governance professional.

She is Head of Regulatory Compliance, Retail Banking and Wealth Management at HSBC Canada. Sara is a member of the University of Toronto Governing Council Business Board and is the former Vice President, Enterprise Programs Compliance and Chief Privacy Officer at Scotiabank. Sara has served on a number of corporate and not-for-profit boards and is a frequent speaker at conferences. She is a past speaker at GPC’s Annual Corporate Governance Conference and will be speaking at the 2017 Conference. Sara holds an LL.B. from Queen’s University, an LL.M. from Cambridge University, and an MBA from the Rotman School of Management at the University of Toronto. Sara also holds the ICD.D designation and has completed the Osgoode Certificate in Regulatory Compliance and Legal Risk Management.

Catherine Gordon

President and Founder, SimpleLogic Inc.

Catherine is President and founder of SimpleLogic Inc., a Toronto-based firm that has been bringing clarity to business communication and disclosure

since 1997. One of North America’s first plain language consultants, Catherine is a frequent speaker on the simplification of complex information, and a consultant to public companies in Canada and the United States. Catherine has an honours degree in English literature and has completed the ICSA Directors’ Education and Accreditation Program (Acc.Dir). She is a member of the International Corporate Governance Network (ICGN), the Governance Professionals of Canada (GPC), the Canadian Investor Relations Institute (CIRI) and the Responsible Investor Association (RIA). SimpleLogic is a PRI signatory.

Sylvia Groves, FCIS, Acc.Dir.

President and Creative Director, Governance Studio, Adding Value to Every Seat at the Boardroom TableTM

Sylvia believes in the power of transparency, diversity, engagement

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 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 consulting, professional speaking and board facilitation sessions. 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 a fellow of the Institute of Chartered Secretaries and Administrators and received the 2014 Excellence in Governance Distinguished Contribution Award from the Canadian Society of Corporate Secretaries.

Jane HalfordCo-Founder, BOLT Transition Inc.

In addition to 20 years practicing as a Chartered Accountant and regulator, Jane has significant experience as a board and audit committee chair in public,

corporate, and not-for-profit organizations. Currently she chairs the boards of the United Way Alberta Capital Region and Institute of Corporate Directors Edmonton Chapter and she is the audit committee chair of Farm Credit Canada, Hyduke Energy Services, and the Citadel Theatre. She is a former member of the Board of Governors and former Alumni Council President of the University of Alberta. Jane is a Fellow of the Institute of Chartered Accountants of Alberta, holds the ICD.D designation from the Institute of Corporate Directors, and the Audit Committee Certification from the Directors College. In 2013, Jane stepped out of her role as CEO and Executive Director of the Institute of Chartered Accountants of Alberta to turn her passion into co-founding an innovative business, BOLT Transition Inc. BOLT is transforming how Canadian organizations approach leadership transition in the boardroom and the executive suite.

Susan Wolburgh JenahCorporate Director and Senior Advisor, Aird & Berlis, LLP

Susan Wolburgh Jenah has over 3 decades of experience as a regulator, executive and lawyer. She is a

recognized leader in securities and capital markets regulation and policy development. Susan is an experienced Board member who currently serves as a Governor of the U.S. Financial Industry Regulatory Authority (FINRA), and as a member of the Board of Directors of Laurentian Bank of Canada, Aecon Group Inc. and Humber River Hospital. She is a member of the Independent Review Committee for Vanguard Investments Canada and is a member of the C.D. Howe National Advisory Council. Formerly, Susan was President and CEO of IIROC from 2007-2014, having led the merger of the IDA and Market Regulation Services Inc. to form IIROC in 2008. Prior to this, Susan worked


in progressively senior roles at the Ontario Securities Commission from 1983-2007 including as Vice Chair, Acting Chair and General Counsel. She also served as the OSC’s Head of International Affairs representing the Commission at international forums and on various standard-setting Committees of IOSCO. She has a J.D. from Osgoode Hall Law School and ICD.D Designation from the Rotman School of Management. Susan was a McMurtry Fellow and Adjunct Professor at Osgoode Hall Law School in 2015 and recipient of the Osgoode Hall Alumni Gold Key Award for Achievement in 2011.

Helle Bank JørgensenCEO, B.Accountability, President, Global Compact Network Canada

Mrs. Bank Jørgensen is one of the world’s most experienced and renowned sustainability, climate change and ESG

advisers. She serves at His Royal Highness Prince of Wales Accounting for Sustainability (A4S) Expert Panel and is a Global Board Facilitator for the world’s largest network of responsible businesses, UN Global Compact. Helle brings over 25 years of experience advising global companies and investors within sustainability and climate change. 11 of those years as a partner with PwC in Europe and in the U.S. leading the sustainability and climate change practices. She was the creator of the world’s first Green Account and later the world’s first Integrated Report and first holistic supply chain program. She is a regular key-note speaker and author of many thought-leading articles and books about sustainability, climate change, Sustainable Development Goals, and the roles and responsibilities of Board members, including the featured article “Stability through Sustainability” published by West Point, The United States Military Academy. Helle is a business lawyer, state authorized public accountant and was the first in North America to receive Certificate of Achievement for passing the GRI G4 Exam. She is the President of the Global Compact Network Canada; chair of eRevalue, the Release Council for the Future-Fit Business Benchmark; and Cornerstone Capital Global Advisory Council.

Krystyna KottChief Internal Auditor, Ontario Securities Commission

Krystyna Kott is the Chief Internal Auditor of the Ontario Securities Commission where she established an

internal audit function and helped the Commission to enhance its governance and risk management practices. In previous public sector roles she was an internal audit director for the Province of Ontario. She also played leadership roles in modernizing management practices across the province including introducing a provincial general ledger to replace multiple ministry general

ledgers, moving the province from cash-based to accrual-based accounting, and establishing risk management and performance management processes. In the private sector she was controller for an airline start up in the US and Controller/Chief Financial Officer for a transportation group of companies in the Caribbean. She has served as board member, board secretary and audit committee chair of several non-profit organizations.

Heather LaxtonChief Governance Officer & Corporate Secretary, Wesdome Gold Mines Ltd.

Heather has over 20 years of corporate secretarial, corporate governance, and securities regulation experience

with a focus on the mining sector in Canada, Europe, Russia and West Africa. She has served in several senior management and executive roles for companies listed on the TSX and Venture Exchanges, London - AIM and NYSE AMEX. She is currently Chief Governance Officer and Corporate Secretary with Wesdome Gold Mines Ltd., and prior to that, she was Corporate Secretary with Kirkland Lake Gold Inc., Chief Governance Officer and Corporate Secretary with Northern Gold Mining Inc., and Governance Manager and Corporate Secretary with European Goldfields Ltd. and High River Gold Mines Ltd. During her career, she has worked extensively with boards and senior management teams on governance matters, and has led the evaluation, design, implementation and monitoring of governance programs for several junior mining companies. She began working as a professional law clerk in multi-national law firms including Torys LLP and Smith Lyons LLP, obtained an honours diploma from the Law Clerk Program at Seneca College, and completed the Canadian Securities Course in 2000. Ms. Laxton is currently a member of the Education Committee of Governance Professionals of Canada.

Richard Leblanc, CMC, BSc, MBA, LLB, JD, LLM, PhD

Associate Professor, Law, Governance & Ethics, York University, Governance advisor, lawyer, author, public speaker, researcher

Dr. Richard Leblanc is one of Canada’s leading experts on corporate governance and accountability. He is an award-winning teacher, researcher, lawyer, public speaker, consultant and specialist on boards of directors. He received a teaching award as one of the top five university teachers in Ontario; was named to Canadian Who’s Who, and is a past recipient of Canada’s Top 40 Under 40™ award. Dr. Leblanc is the editor of the recently released, “The Handbook of Board Governance: A Comprehensive Guide for Public, Private, and Not-for-Profit Board Members.” Dr. Leblanc’s insight has guided leaders of organizations through his


teaching, research and direct consultation to government regulators and national and multi-national corporations. He has provided extensive service as an external advisor to boards of directors that have won national awards and peer endorsement for their governance practices. His applied research has been used by, and he has advised, financial and securities regulators, investors, hedge funds, and board and committee chairs. 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 director and CEO succession planning and removal.

Jennifer LonghurstPartner, Davies Ward Phillips & Vineberg LLP

Jennifer advises acquirers, targets, investors and boards on mergers and acquisitions, equity and debt financings, private equity matters, and shareholder

activism and engagement. A trusted adviser to public and private companies in Canada and internationally, Jennifer regularly counsels on securities law and public reporting. She guides management, boards and committees on corporate governance issues and best practices, as well as transaction-specific issues and general corporate and commercial matters. Clients choose Jennifer’s business-minded approach for complex transactions, especially those that involve assets and operations in multiple jurisdictions. Jennifer works across a wide range of industries – including mining and energy, retail, financial services, pharmaceutical, private equity, real estate, manufacturing and other heavy industries. Jennifer teaches the corporate transactions course at Osgoode Hall Law School’s Professional Development LLM program.

Catherine McCallDirector of Policy Development, Canadian Coalition for Good Governance

Catherine McCall is a lawyer by training and is currently Director of Policy Development at the Canadian Coalition

for Good Governance, an organization comprised of representatives of Canada’s leading institutional investors. As Director of Policy Development, Catherine is responsible for identifying governance issues and coordinating research related to governance as well as developing and drafting CCGG member policies, submissions, member communications and other documents for consideration by CCGG member committees and the CCGG Board of Directors. She also participates in the CCGG board engagement program. Prior to joining CCGG, she was a principal at Hugessen Consulting, an independent executive compensation firm working with compensation committees and boards, and head of its corporate governance practice.

Catherine also has worked as a Vice-President and director of ISS Canada Corp. and as a partner with Fairvest Corporation, ISS’ predecessor firm. Catherine has written and spoken widely on issues of corporate governance and executive compensation. She is a member of the Ontario Securities Commission’s Continuous Disclosure Advisory Committee and Country Co-Correspondent for the International Corporate Governance Network. Catherine received the ICD.D designation in March 2017.

Karen M. McCarthy, BPR, M.EdDirector of Communications and Corporate Affairs, Fortis Inc.

Karen McCarthy is Chair of the Newfoundland and Labrador Chapter of the ICD. She is Director

of Communications and Corporate Affairs for Fortis Inc. She leads the company’s employee and external communications strategy, media relations, community investment activity, as well as programs and initiatives to support and enhance corporate profile and stakeholder relations and engagement throughout North America. Previous to this she was Director of Customer and Corporate Relations for Newfoundland Power where she held responsibility for customer relations, corporate, stakeholder and government relations strategies. She accepted this role after spending time as a Director on the Newfoundland Power Board of Directors where she participated on the Governance and Human Resources Committee. Karen was previously President of an Atlantic Canadian public affairs consulting firm for 7 years, and spent 15 years in the Newfoundland and Labrador provincial public service with senior roles in communications, cabinet operations, energy, labour relations and intergovernmental affairs. Karen holds a Bachelor of Public Relations from Mount Saint Vincent University and a Master of Education (Leadership) from Memorial University. She is active within the Canadian Electricity Association (CEA), formerly on the Customer Council and currently Chairing the Government Relations Strategy Group.

Shona McGlashanChief Governance Officer, Mountain Equipment Co-op (MEC)

The Chief Governance Officer at Canada’s leading outdoor retailer, MEC, Shona McGlashan has over twenty

years’ experience in senior governance and policy roles on both sides of the Atlantic. A member of MEC’s executive team, she: is responsible for providing effective support to MEC’s board of directors and leadership team based on robust governance practices, runs MEC’s annual elections, AGM and corporate reporting, oversees MEC’s co-operative engagement, issues management, and


privacy portfolios. Shona was previously the Executive Director for the Vancouver Police Board and, before emigrating to Canada, served as a clerk in the UK Parliament, providing professional and procedural support for investigative committees of MPs, the Speaker, and the House of Commons Commission. Shona is a director of the Canadian Cancer Society, BC and Yukon division. She is a member of the Institute of Corporate Directors and Governance Professionals of Canada.

Ross McKee

Partner, Blake, Cassels & Graydon LLP

Ross McKee is a Partner in the Securities Group in the Toronto office of Blakes. Ross has over 30 years experience in all aspects of securities regulation,

including corporate governance, disclosure, regulatory compliance, capital markets, mergers and financing, ranging from venture capital to international structured finance. Ross assisted in drafting the original National Policy 41 Shareholder Communication in 1987 while on secondment to the Ontario Securities Commission, and advised the CSA in 1998 on the initial drafts of NI 54-101 Communication with Beneficial Owners of Securities of a Reporting Issuer. Ross has served on the OSC’s Continuous Disclosure Advisory Committee and was retained to develop the TSX’s Filing Guide for listed companies. He assisted in CIRI’s Standards & Guidance for Disclosure for public companies. Ross taught the securities regulation course for five years at the Faculty of Law, Queen’s University, and has spoken at numerous seminars on topics in securities regulation and corporate governance.

Louise Pauzé

President, Happico Consulting

Louise Pauzé is a consultant in organizational culture. Her areas of specialisation include strategic planning, organizational transformation and

branding. She helps organizations clarify their vision, nurture a culture that supports it and define the brand positioning. Louise started her career in advertising. She managed several teams when working at Cossette and then became General Manager of TAXI in Montreal. Clients she worked with include: Bell Canada, GM, McDonald’s, Molson, Pfizer, Reitmans and Telus. 15 years managing groups fostered her interest in teams and leadership. She pursued her career as an executive recruiter, became a coach and obtained a Master’s degree in organizational development. Merging these areas of expertise has led to the work she does today helping people create a context that supports their vision and transforms their organisations. Her work is

characterised by the use of creative tools, designs tailored to each particular client context and highly collaborative processes. Stakeholder engagement is the corner stone of her success. Some of the organizations Happico has recently worked with: Canadian Bar Association, organizational transformation, Capital Régional et Coopératif Desjardins, strategic planning, Station Mont Tremblant, organizational culture

Barry V. PerryPresident and Chief Executive Officer, Fortis Inc.

Mr. Perry’s career with the Fortis Group spans nearly 20 years. He was previously Vice President of Finance

and Chief Financial Officer of the Corporation. Mr. Perry joined the Fortis Group in 2000 as Vice President of Finance and Chief Financial Officer of Newfoundland Power. He was also Vice President and Treasurer with a global forest products company and Corporate Controller with a large crude oil refinery. Mr. Perry earned a Bachelor of Commerce (Honours) from Memorial University of Newfoundland and is a member of the Association of Chartered Professional Accountants of Newfoundland and Labrador. He serves on the Boards of FortisBC, UNS Energy and ITC Holdings Corp., all Fortis utilities.

Tim Plumptre

President, Tim Plumptre & Associates Inc.

Tim is an author and President of the consulting firm Tim Plumptre & Associates Inc. He has served as CEO of two nonprofit organizations and is the

founder of the non-profit Institute On Governance where, over 17 years, he led the development of research, training programs and policy initiatives regarding sound governance in Canada and over 30 countries abroad. An experienced public speaker and facilitator, he is author of a best-selling book, “Beyond the Bottom Line: Management in Government.” He is completing a book on strategy and governance in the nonprofit sector. His consulting work focuses on public purpose organizations including Crown corporations, nonprofits and charities in: Making the transition to a strategy-led organization, Assisting leaders with difficult issues in the areas of strategy, direction or human resource management, Coaching support to CEOs/EDs, Board chairs, or Boards of Directors, to enhance organizational performance and strengthen board-staff collaboration, Governance evaluations, Development of financial plans to improve organizational revenues, Clarifying board and staff roles; development of sound governance policies. Previously, he was a journalist with the Globe and Mail, a Foreign Service officer, an assistant to a federal cabinet minister and a partner with an international consulting firm.


Douglas Porter, CFAChief Economist and Managing Director, BMO Financial Group

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. As a respected commentator on economic and financial trends, he is regularly quoted in the national press and often interviewed on radio and television. Mr. Porter has been a member of C.D. Howe’s Monetary Policy Council since 2008 and serves on the Investment Management Committees of the Bank of Montreal’s Canada Pension Plan and Western’s Endowment Fund. He also sits on the Board of Directors of the Toronto Financial Services Alliance.

Jeffry Powell

CEO, GGS (Global Governance Software)

As CEO of Global Governance Software (GGS), Jeffry is responsible for the overall strategic direction and operations of the company. With over

25 years-experience in senior level roles in the technology industry, Jeffry has a deep understanding of software products and services, particularly in the governance space, and a proven ability to build and grow businesses. Prior to joining GGS, Jeff was the Executive Vice President and Director of Sales at Diligent Corporation, a provider of corporate governance and collaboration solutions for boards and senior executives. During that time, Jeff advised thousands of companies across industries such as banking, energy, manufacturing, financial services, and consumer goods on effectiveness and governance. Jeffry is considered a thought leader in the governance field and regularly appears at both governance-related and vertical market events for SaaS adoption and implementation best practices. He is a member of both the Society of Corporate Secretaries and Governance Professionals and Governance Professionals of Canada (GPC). Jeff was named to the 2015 NACD Directorship 100, the annual list of the most influential directors and governance or governance-related professionals, and is considered an industry expert on cybersecurity.

Neil PuddicombeAssociate General Counsel and Director of Subsidiary Governance, BMO Financial Group

Neil Puddicombe is the Associate General Counsel and Director of

Subsidiary Governance at the BMO Financial Group. Mr. Puddicombe designed the subsidiary governance framework for the Bank’s Canadian, European and Asian subsidiaries. He also provides transactional support for the Bank’s corporate reorganizations and proprietary M&A transactions. He has served as the Assistant Corporate Secretary for the Bank’s Audit and Conduct Review, Risk Review and Human Resources Committees. He previously supported the Bank’s Capital Markets’ legal team, advising the Investment and Corporate Banking Group, the Structured Products Group and the trading floor. Mr. Puddicombe joined the Bank after having spent five years in the Cross-Border M&A Group in the Paris and New York offices of French law firm Gide LLP. He joined Gide after having spent four years in the Business Law Group of the Toronto office of a major Canadian Law firm. Mr. Puddicombe serves as an Adjunct Professor of Business Law at Osgoode Hall Law School and is a member of the Stakeholder Consultation and Practice Group of the International Finance Corporation, World Bank Group. Mr. Puddicombe holds an LLM (Securities) from Osgoode Hall Law School and an LLB from Windsor Law School.

Poonam PuriProfessor, Osgoode Hall Law School and Affiliated Scholar, Davies Ward Phillips & Vineberg LLP

One of Canada’s leading experts in corporate governance, corporate

law, and securities law, Poonam has twenty years of experience as a professor of law at Osgoode Hall Law School. She also practices corporate law at Davies Ward Phillips & Vineberg LLP. Poonam is a seasoned corporate director with board experience in mining, engineering, transportation, infrastructure and healthcare. Poonam is recognized for her expertise in strategic planning, capital-raising and restructuring, financial oversight, risk management, executive compensation and complex governance challenges facing public and private companies. She currently serves as a director of Arizona Mining (AZ:TSX), the Greater Toronto Airports Authority (GTAA) and Cole Engineering (CEL). A past director of Women’s College Hospital, she now sits on the Board of Governors of St. Clements School and on the Board of Trustees of Holland Bloorview Kids Rehabilitation Hospital in Toronto. In 2015, Poonam was recognized as one of the top 25 most influential lawyers in Canada by Canadian Lawyer Magazine and featured in Leading the Way: Canadian Women in Law, documenting the


contributions of 50 selected women lawyers in Canadian history. She was named one of the 100 Most Powerful Women in Canada by the Women’s Executive Network (WXN) in 2011 and is a recipient of Canada’s Top 40 under 40™ award. Poonam has an LL.B from the University of Toronto, an LL.M from Harvard Law School and is an ICD.D.

Lawrence Ritchie

Partner, Osler, Hoskin & Harcourt LLP

Lawrence Ritchie is a litigator and former securities regulator. He chairs Osler’s cross-disciplinary Risk Management and Crisis Response practice group,

and co-chairs its national Capital Markets Regulatory Enforcement and Broker-Dealer Disputes team. He advises public corporations, directors, officers, and in-house counsel on avoiding, preparing for, managing and responding to extraordinary “crisis” situations, including regulatory investigations and actions that flow from them. He has extensive experience identifying and addressing regulatory and other enforcement issues, and corruption matters, providing proactive corporate governance and risk management advisory services. In 2007, Larry was appointed Vice-Chair of the Ontario Securities Commission, and in late 2009 he served as Executive Vice-President and Senior Policy Advisor to the Canadian Securities Transition Office. In 2015, Larry was appointed to a 3 person expert panel which recommended establishment of a new financial regulatory agency and framework in Ontario. Larry is an adjunct professor at Osgoode Hall Law School, teaches at the Institute of Corporate Director’s Education Program and has lectured and written on legal governance, enforcement and regulatory topics. He received his LLB from Osgoode Hall Law School, and his LLM from the London School of Economics.

Janis A. RivenAdjunct Professor, John Molson School of Business

Ms. Riven, based in Montreal, has an established consulting practice on governance and compliance matters

with clients encompassing publicly listed and closely held companies, as well as various types of not-for-profits, and is currently Adjunct Professor at the John Molson School of Business, Concordia University, where she teaches Corporate Governance. 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 governance effectiveness. Ms. Riven was formerly Vice President, Compliance and Secretary for the Canadian and global operations of RBC Insurance. Ms. Riven is Past President of Chartered

Secretaries Canada (ICSA), an international teaching organization focussed on governance. She is a member of the Quebec Bar, a Fellow of the ICSA, and currently serves on the boards of the Ombudsman for Banking Services and Investments (OBSI), the Facility Association, Worldwide Magnesium Inc. and the McGill University Health Centre where she is also Chair of the Governance and Ethics Committee.

Dottie SchindlingerGovernance Technology Evangelist, Diligent Corporation

Dottie Schindlinger is Diligent Corporation’s GRC Technology Evangelist and promotes the intersection of

governance, risk management, compliance and technology as a recognized expert in the field. Dottie provides thought leadership on related topics through digital and print publications, conference presentations, and workshops for board members and executives globally. Dottie was a founding team member of BoardEffect, a board management software platform focused on serving the needs of healthcare, higher education, and nonprofit boards. Prior to helping found BoardEffect, Dottie spent 15 years working in governance-related roles, including as a board liaison, board member, senior executive, consultant and trainer of private, public, and nonprofit boards. Dottie’s efforts helped BoardEffect expand from a four-person tech start-up to become an industry leader in the board portal space - serving over 1,700 organizations and more than 120,000 board members and senior executives. Dottie’s career has included roles as various as program development with the Pennsylvania Humanities Council, Director of Training & Education for the Nonprofit Center at La Salle University, and Associate Faculty of La Salle’s Communication Department. Dottie currently serves on the board of the Alice Paul Institute. She holds certificates in Management and Board Leadership from The Nonprofit Center at La Salle University.

Jane ShapiroSenior Vice President, National Practice Leader, Corporate + Crisis Communications, Hill+Knowlton Strategies

Jane has 30+ years of experience in corporate, consulting and government

environments. She is the firm’s national practice leader for corporate and crisis communications and is responsible for ensuring a consistent, best in class, team approach to all assignments. Jane is especially skilled at leading integrated teams on complex and sensitive client assignments in order to gain community and stakeholder acceptance, raise corporate visibility and enhance, preserve or minimize damage to corporate reputation. Jane has helped manage crisis situations for clients


in almost every sector: energy, engineering, financial services, education, health care, food and agribusiness, including investigations, legal actions, corporate restructuring, environmental incidents and product recalls. She has developed crisis plans for a diverse range of clients and led simulation exercises to test the performance of crisis teams. She is a frequent speaker on issues and crisis management and an experienced media and presentation trainer.

Michelle Tan

Principal, Hugessen Consulting

Michelle is a Principal with Hugessen Consulting, a trust board advisor on executive compensation, governance and related matters. She has expertise

across a wide range of corporate governance and compensation topics and deep understanding of the shareholder perspective on pay and governance issues. Her clients include large TSX60 issuers in the financial, energy, and mining sectors as well as not-for-profit, cooperative, and service organizations. Michelle speaks and writes regularly on governance, compensation, and pay-for-performance alignment topics. She teaches at the Institute of Corporate Directors’ Director Education Program. Before joining Hugessen, Michelle spent 15 years at Institutional Shareholder Services where she was a key player in the analysis of large and small public issuers, development of ISS policy guidelines, as well as shareholder and issuer engagement initiatives for the Canadian market.

Pierre TellisSenior Legal Counsel & Chief Compliance Officer, TSX Trust Company

Pierre is Senior Counsel in TMX Group Limited’s General Counsel’s Office and serves TSX Trust Company as its

Chief Compliance Officer. As Senior Counsel, Pierre practices general corporate and commercial law as well as securities and trust law and provides legal advice to TSX Trust’s various business units including Corporate Trust, Client Management, Sales and Operations. As Chief Compliance Officer, Pierre is responsible for all compliance matters including privacy, anti-money laundering and regulatory issues applicable to TSX Trust as a federally regulated trust company. Pierre has more than 20 years of experience working for various trust companies and the transfer agency business in particular. Pierre received his law degree from the University of British Columbia.

Christine ThomasAVP, Legal Services & Governance, MD Financial Management Inc.

Christine Thomas is a lawyer who has worked in various corporate commercial legal departments, both in-house and

in private practice, over the past 16 years. She has a passion for all things governance-related and appreciates the value an effective and engaged board of directors can bring to an organization. She currently serves as the AVP, Legal Services & Governance, Senior Legal Counsel and Corporate Secretary for the MD Financial Group of Companies. Working in the capacity as Corporate Secretary, Christine has gained experience navigating boards, management, regulators and other stakeholders in a complex environment. She is a graduate of McMaster University (B.Sc.) and University of Ottawa (LL.B.) and is a member of the Canadian Corporate Counsel Association, Association of Contract Management and Governance Professionals of Canada. In her spare time, Christine serves her community on various not-for-profit boards.

John ValleyPartner, Osler, Hoskin & Harcourt LLP

John Valley is a partner in Osler’s Toronto office and practices corporate and securities law, with a particular focus on corporate governance and

mergers and acquisitions. John’s corporate governance practice includes advising companies and boards of directors on matters relating to director duties, indemnification, stakeholder engagement, disclosure and other governance matters. He is also a member of a cross-disciplinary risk management and crisis response practice, which is focused on advising companies and boards of directors on taking proactive steps to avoid, prepare for and, where necessary, on responding to, extraordinary crisis situations. John’s graduate research at the University of Cambridge, England focused on corporate governance in enterprises with significant government shareholders and he writes on emerging topics in corporate governance, including as the co-author of Osler’s annual report on diversity disclosure practices.


Edward J. Waitzer

Partner, Stikeman Elliott

Mr. Waitzer was Chair of Stikeman Elliott LLP from 1999 to 2006 and remains a senior partner whose practice focuses on complex business

transactions. He also advises on a range of public policy and governance matters. He is a Professor and the Jarislowsky Dimma Mooney Chair in Corporate Governance and is Director of the Hennick Centre for Business and Law at Osgoode Hall and the Schulich School of Business at York University. He served (1993-1996) as Chair of the Ontario Securities Commission (and of the Technical Committee of the International Organization of Securities Commissions) and (until 1981) as Vice-President of The Toronto Stock Exchange. He has written and spoken extensively on a variety of legal and public policy issues and serves or has served as director of a number of corporations, foundations, community organizations, editorial boards and advisory groups. He recently retired as Chair of the Liquor Control Board of Ontario and as Vice-Chair of Sociedad Quimica y Minera de Chile (SQM). He earned his LL.B. (1976) and LL.M. (1981) from the Faculty of Law, University of Toronto. Called to the Ontario (1978) and the New York (1985) Bars.

Richard Wilson

Partner, Cybersecurity & Privacy, PWC

Richard is a leader in PwC’s Cybersecurity & Privacy Consulting practice. He helps boards and management teams understand

and strategically defend against the rapidly evolving cybersecurity threats today. His unique board cybersecurity framework equips directors and management teams to have the right dialogue about cyber strategies, resources, processes, systems, and services. Richard oversees the delivery of cyber governance, target operating models, threat modeling, breach indicator and vulnerability assessments, penetration testing, identity & access management, SEIM/SOCs, business continuity plans, ERM programs, privacy compliance, and cyber breach planning & response. He has 23 years of professional services experience, including 15 years in a CEO or COO role for publically traded and private companies. He has more than a decade of experience advising boards and C-Suites on governance, strategy, organizational planning, risk, and risk response. Richard has been published in Compliance Week, Canadian Business, and the Globe & Mail and is a keynote speaker on the cybersecurity & risk in Canada, the US, and Mexico. He is Chair of PwC’s Risk Forum, and is an active board member of CPA Canada’s Corporate Oversight & Governance Board.

Jo Mark ZurelOwner, President and Corporate Director, Stonebridge Capital Inc.

Jo Mark Zurel is President of Stonebridge Capital Inc., a private (family) investment company, and a

Corporate Director. From 1998 to 2006, Jo Mark was Senior Vice-President and Chief Financial Officer of CHC Helicopter Corporation, helping to build it into the world’s largest helicopter operating company. He is on several corporate boards, including Fortis Inc., Major Drilling (Audit Committee Chair), the CPP Investment Board (Audit Committee Chair), Highland Copper (Audit Committee Chair), he recently retired from Newfoundland Power (Board Chair), and until its sale, Fronteer Gold (Audit Committee Chair). Jo Mark’s current and recent not-for-profit activities include Chair of the Atlantic Provinces Economic Council, Chair of the St. John’s Board of Trade, Chair of JA of Newfoundland and Labrador, Chair of a Canadian Red Cross capital campaign, the board of the Institute of Corporate Directors (Governance and HR Committee Chair), and the board of Propel ICT. Jo Mark was named to Canada’s Top 40 under 40, has been granted the ICD.D from the ICD, is a Fellow of the Institute of Chartered Accountants of Newfoundland and Labrador and, together with his wife, was named Newfoundland’s 2015 Outstanding Philanthropist by the Association of Fundraising Professionals.


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Governance in Timeof Turbulence?

We’ll guide youthrough the storm

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MeetX

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and Leadership Teams







74%

26%

TOP INDUSTRIES OUR MEMBERS ARE FROM:Financial ServicesMiningUtilities & PipelineOil & GasHealthcareGovernmentTransportationEnergy Sector

OUR MEMBERS COME FROM:

74% Commercial Interest Organizations

26% Non- Commercial Interest Organizations

We have members across Canada!

1. EDUCATION, PROFESSIONAL DEVELOPMENT & EVENTS GPC offers Formal education, PD sessions, webinars, an annual conference and trade show, and an awards program and ceremony, all in order to enhance members’ education, skillsets and success in their profession and organizations.

2. NETWORKING We provide networking opportunities both in-person and online through exclusive local events, online forums, membership directory and social media dialogues. We provide tools for members to build networks, and their community through local and national contacts.

3. INFORMATION RESOURCES We offer online access to the latest governance news and information including a glossary, links to regulatory resources, requests for assistance forums, job postings, a monthly e-newsletter, events and access to relevant professional publications.

4. ADVOCACY In an increasingly complex regulatory environment, GPC has kept governance professionals abreast of legislative changes and best practices. We represent your voice in the consultation process and promote good practices to all of our stakeholders.

5. STRATEGIC ALLIANCES Aligned with other like-minded national and international bodies, we are positioned to offer a comprehensive perspective on corporate governance and access to other resources and events of interest to our members.

WHY DO GOVERNANCE PROFESSIONALS JOIN GPC?

FIVE REASONS TO JOIN GPC

Take the initiative, join us today to gain access to the largest governance network in Canada.

Caroline BucksbaumMembership & Event CoordinatorEmail: [email protected]


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Printed Materials

20th Annual Corporate Governance ConferenceFairmont Empress Hotel | Victoria, BC

Save the Date!Victoria, BC • August 19-22, 2018

Documents

Governance in Times of Turbulence€¦ · 2016-17 Board of Directors Carmel Bellamy Corporate Secretary and Senior Director, Governance, ... Program Details 8 Speaker Proﬁles 16