governance in focus · 2016-08-16 · the conference, improve your overall experience and tailor...

The Canadian Society of Corporate Secretaries 18th Annual Corporate Governance ConferenceThe Fairmont Chateau Whistler | Whistler, BC | Aug 21-24, 2016

Photo: Tourism Whistler / Mike Crane

Governance in FocusWhistler, BC • August 21-24, 2016

2Canadian Society of Corporate Secretaries

18th Annual Corporate Governance Conference

Sunday, August 21, 2016

Dear CSCS Delegate, On behalf of CSCS, welcome to the 18th Annual Corporate Governance Conference in beautiful Whistler, BC!

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 Focus, 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 you need to maximize your experience here with us. You will find the content of this onsite program, as well as the presentations and documentation that were submitted by presenters, a list of your fellow delegates and more.

This year, we have introduced a new 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 CSCS booth located in the Exhibitor Hall to meet the CSCS board members and network with your peers.

If we can enhance your conference experience in any other way, please reach out to a CSCS staff member or a board member (they will each be wearing “rosette” ribbons). You can usually find us at the registration desk or in the CSCS Booth.

A few special notes of thanks: To our CSCS 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 survey. We appreciate all you have to say and use your feedback to plan future CSCS 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 St. John’s, NL, August 20 – 23, 2017!

Enjoy the conference!

Lynn BeauregardPresident

Tina HutchinsonDirector, Conference & Sponsorship

Canadian Society of Corporate Secretaries 2015-16

Board of Directors

Mary D. BatoffGeneral Counsel and Corporate Secretary Torex Gold Resources Inc.Toronto ON

Carmel BellamyCorporate Secretary and Senior Director, Governance, Member & Co-operative RelationsThe Co-operators Group LimitedGuelph ON

Brigitte K. CatellierVice President, Associate General Counsel & Corporate SecretarySun Life Financial Inc.Toronto ON

Misti ChristensenSenior Manager Governance and Assistant Secretary Nexen Energy ULCCalgary AB

Meg ComiskeyManager, Policy and Research and Assistant Corporate Secretary Vancouver Airport AuthorityRichmond BC

Alain DussaultLawyer, Corporate Secretary`s DepartmentCanadian National Railway CompanyMontreal QC

Glenn KeelingSenior Partner, Executive Compensation and GovernanceGlobal Governance AdvisorsToronto ON

David MasseChairman, Canadian Society of Corporate SecretariesToronto ON

Sally MaziarzAssistant Corporate SecretaryEPCOR Utilities Inc.Edmonton AB

Janis McKenzieTreasurer, Canadian Society of Corporate SecretariesBrampton ON

Lynn BeauregardPresident, Canadian Society of Corporate SecretariesToronto ON

Canadian Society of Corporate Secretaries 18th Annual Corporate Governance Conference 3

Table of Contents

Hotel Flooplan 6

Exhibitor Hall 7

Program Details 8

Speaker Profiles 16

Corporate Features 27

Sponsors 43

Save the Date 2017 44

Professional Accreditation

The 2016 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 15.5 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. Be advised that CLE approval notices are not always received prior to the conference. Detailed information will be available onsite.

Sessions at the conference may 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. 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 Letricia Fullerton onsite or email her at [email protected].

Charity of Choice: The Red Cross

On May 3, 2016, massive wildfires triggered the largest fire-related evacuation in Alberta history with tens of thousands of people forced to leave their homes in more than 12 communities, including Fort McMurray. Urgent emergency services were required to support individuals and families.

The Canadian Society of Corporate Secretaries (CSCS) is supporting the continued efforts of the Red Cross to help people affected by the fires in Alberta. With your support, we can help those affected by this disaster recover from the effects of the wildfire.

Your donation will continue to provide relief for those affected in the form of food, clothing, shelter, personal services, and other necessities to help assist with recovery and resiliency.

You can make your donation now at:www.redcross.ca/CSCS

On behalf of CSCS, and Red Cross, we would like to extend our heartfelt thanks for your contribution.

Conference at a Glance

Pre-ConferenceSunday, August 21, 2016

•GolfandOptionalTours• First-timers’WelcomeReception•WelcomeReception

Day OneMonday, August 22, 2016

•AnnualGeneralMeeting•KeynoteandPlenarySessions•RoundtableDiscussions•Freeeveningfordelegates

Day TwoTuesday, August 23, 2016

•OpeningPlenarySession•ConcurrentSessions:

•TrackA:LeadingPractices in Governance

•TrackB:TheBoardand the Corporate Secretary

•TrackC:CriticalIssuesinGovernance

•Workshops•CasualEvening:Reception,

Dinner and Entertainment

Day ThreeWednesday, August 24, 2016

•ClosingKeynotePanel•Concurrentsessions

Support those affected

by the fires in Alberta.

REDCROSS.CA

FUNDS RAISED WILL PROVIDE HELP TO THOSE AFFECTED BY THE FIRES IN ALBERTA. THE NEEDS ARE GREAT BUT YOU CAN HELP MAKE A DIFFERENCE.

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Lanyard Legend

Conference Chapter Colour

Greater Vancouver Area Orange

Vancouver Island (Victoria) Goldenrod

British Columbia Yellow

Northern Alberta (Edmonton) Red

Southern Alberta (Calgary) Burgundy

Saskatchewan & Manitoba Green

Southern Ontario (Greater Toronto Area) Royal Blue

Southwestern Ontario Navy Blue

Eastern Ontario (Ottawa) Purple

Quebec & Atlantic Canada Black

The North and International White

First Time Attendees

Canadian Society of Corporate Secretaries 2016 Conference

Committee

Alain DussaultLawyer, Corporate Secretary’s OfficeCanadian National Railway CompanyMontréal QC

David MasseChairman, Canadian Society of Corporate SecretariesToronto ON

Margaret ComiskeyAssistant Corporate SecretaryVancouver Airport AuthorityRichmond BC

Brigitte K. CatellierVice President, Associate General Counsel & Corporate SecretarySun Life Financial Inc.Toronto ON

Denise WannerDirector, Corporate Governance and Corporate OfficeThe Regina Exhibition AssociationReginaSK

CSCS Staff Team

Lynn Beauregard, President

Tina Hutchinson, Director, Conference & Sponsorship

Pamela Smith, Director, Governance & Board Relations

Amberly Strauss, Manager, Membership Engagement Letricia Fullerton, Manager, Administration, Education & Special Projects

Senait Ghebru, Controller

Mable Zheng, Accounting Administrator

Seare Araya, IT Administrator


Lanyard Legend

Conference Chapter Colour

Greater Vancouver Area Orange

Vancouver Island (Victoria) Goldenrod

British Columbia Yellow

Northern Alberta (Edmonton) Red

Southern Alberta (Calgary) Burgundy

Saskatchewan & Manitoba Green

Southern Ontario (Greater Toronto Area) Royal Blue

Southwestern Ontario Navy Blue

Eastern Ontario (Ottawa) Purple

Quebec & Atlantic Canada Black

The North and International White

Win a free pass to CSCS 2017 in St. John’s, NL

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/cscs2016

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 2, 2016 and you have a chance of winning a FREE 2017 CONFERENCE PASS to St. John’s, NL, August 20 – 23, 2017.

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 hashtags are #GovConf2016 or #CSCS. Follow us @CSCSGovernance!

The CSCS Event App

We’re excited to announce that this conference is hosted on the mobile event app, Guidebook. Get 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/cscs20163. Once the app is downloaded, create your own log-in.4. Tap “Enter passphrase” and use cscs2016 to download our guide. (Note: the CSCS 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!

Professional Headshot Photographer

In exchange for donations to our Charity of Choice, CSCS will be offering a headshot photography service to delegates on a first-come, first-served basis in the Exhibitor Hall, Macdonald DEF. This service is provided by Monique de St. Croix of Unique Perspectives Photography (also our event photographer). Take advantage of this opportunity during our conference breaks, or speak to Monique directly to arrange a mutually convenient time.

Onsite Essentials



The Fairmont Chateau Whistler

Hotel Floorplan

Conference Rooms

Activity Room

Registration & Information Macdonald Foyer

Main Plenary Room Macdonald ABC

Exhibitor Hall Macdonald DEF

Networking & Refreshments Macdonald DEF

Breakout SessionsEmpressFrontenac

Reception Woodland Terrace


Exhibitors Hall

Floorplan

Exhibitor Booths

BOOTH # COMPANY NAME

1 Headshot Photographer Services

2 Aprio

3 Center for Board Excellence

4 Boardvantage

5 Nasdaq

6 Computershare

7 Broadridge

9 TSX Trust

10 CNW

11 Kingsdale

12 RR Donnelley

13 Laurel Hill

14 Diligent* Official partner of CSCS

16 ICSA

17 KornFerry

18 Rotman School of Management

19 Listed Magazine

20 Institute of Corporate Directors

COMPANY NAME BOOTH #

Aprio 2

Broadridge 7

Center for Board Excellence 3

CNW 10

Computershare 6

Diligent* Official partner of CSCS 14

ICSA 16

Institute of Corporate Directors 20

Kingsdale 11

KornFerry 17

Laurel Hill 13

Listed Magazine 19

Nasdaq | Boardvantage 4 & 5

Rotman School of Management 18

RR Donnelley 12

TSX Trust 9

Headshot Photographer Services 1

Scan. Play. Win!

Hidden at each booth in the Exhibitor Hall are 19 different QR codes. Visit each booth to scan and collect all of the codes to complete the secret message. Once you have completed the phrase, show it to the representative in the CSCS lounge for your chance to be entered to win 1 of 2 prize packages for the Fairmont Jasper Park Lodge. Each package includes overnight accommodation and activity passes for two adults. Complete prize details are available at the CSCS lounge or registration desk.



Sunday, August 21

12:00 pm

Registration Opens

5:00 pm Woodland Terrace

First-timers’ Welcome Reception

A special welcome for our first-time attendees. Please join fellow first-timers and board members for an official welcome toast.

6:00 pm Woodland Terrace

Welcome ReceptionCatch up with your peers, enjoy the hors d’oeuvres and beautiful mountain setting and a local, cultural presentation.

Pre-Conference

Tourism Whistler/Mike Crane

Optional Activities

ATV Mountain Explorer - $155.00

Feel the rush of driving an ATV through the wilderness of BC’s backcountry – a treasured Canadian activity that is fun for all ability levels. Enjoy breathtaking views of the Whistler Valley and snow-capped peaks of the Coast Mountain Range. Explore a network of wide mountain trails ascending to Blackcomb’s beautiful alpine. Single or double riding available.

Canoe Tour in Alta Lake - $119.00

Experience the quiet serenity of paddling one of Whistler’s most stunning lakes. Beginning at Wayside Park, a well-hidden local secret, you’ll board your canoe and cross Alta Lake; the awe-inspiring mountains and thick tree-line will shimmer in its glass-smooth surface. This gentle guided paddle is perfect for all ability levels and requires no previous experience.

Hiking – Whistler Nature Walk - $90.00

Take an interpretive walk with an experience naturalist to Lost Lake which is one of Whistler’s most popular spots just outside the village. Lost Lake has an extensive network of multi-use hiking trails perfect for viewing the local flora and fauna. This walk starts at the hotel.

Superfly Ziplines - $160.00

Ziplining combines the exhilarating feeling of soaring through the air with the breathtaking beauty of Cougar Mountain. Be a bird for a day. Why not? We’ve designed and custom-built one of the best adventures in the world – side-by-side ziplines located in stunning mountain wilderness. This tour features a newly engineered and revolutionary braking system, West Coast inspired architecture and a network of paths and platforms designed to immerse you in the peace, quiet and freedom of the forest. Highlighted by two of Canada’s longest lines – a kilometer long, 500 feet high and reaching speeds of 100 km/hour – we take our name very seriously!


Monday, August 22

7:30 am – 8:30 am Macdonald DEF

Breakfast in the Exhibitor Hall

8:00 am – 8:45 am Macdonald ABC

CSCS Annual General Meeting


Opening Remarks

9:00 am – 10:15 am

Opening Keynote: Chair’s Panel on the Evolving Role of the Corporate Secretary This opening keynote panel discussion with board chairs will focus on how they view the governance professional and corporate secretary and how they can contribute to board and director effectiveness, the processes that impact the overall quality of the governance of the organization, key practices that improve the quality of board and committee support, and the chair’s role in the corporate secretary’s appointment, performance evaluation and succession planning.

Moderator: Carol Hansell, Founder and Senior Partner, Hansell LLP

Speakers: Mary Jordan, Chair, Vancouver Airport Authority; Dick Auchinleck, Chair, TELUS Corporation; Margie Parikh, Board Director, On Governance

Sponsored by:


Networking Break in the Exhibitor Hall


Plenary Session: Guidance for Boards on Cybersecurity and Information Governance: What Can Organizations do to Get Cyber Ready

Cyber-attacks on Canadian businesses are, unfortunately, a growing trend that is not going away anytime soon, and that has made its way to the top of most board agendas. Organizations of all sizes and sector need effective strategies to ensure they are prepared in the event of being targeted. This session will address the key oversight activities that boards and executive teams should be addressing in earnest in the event of a cyber-attack:

Conference Program • Understandingpotentiallegalandreputationalriskexposure

• Whoisvulnerable?• Whattypeofinsurancecoverageshouldbeconsidered?• Preventionandmitigationmeasures• Definingaresponseplanincaseofanattack• Afteranattack:whatisincumbentonthe

organization to do, to communicate, to whom• Whatarethelegalramificationsandproperdue

diligence in the case of a threat or attack?• Communicationplanandmanagingtheimpactof

an attack on the organization and its stakeholders

Speakers: Robert Gordon, Executive Director, Canadian Cyber Threat Exchange (CCTX); Ryan Kazanciyan, Chief Security Architect, Tanium, Inc. Junaid Syed, Vice President, Technology, Nasdaq

Sponsored by:

11:45 am – 1:15 pm Macdonald DEF

Networking Lunch in the Exhibitor Hall

Visit our Exhibitor Hall to get more knowledge, share experiences and challenges and discover how the various products and services from our exhibitors can help you and your organization.

12:45 pm – 1:00 pm Macdonald DEF

Market Close with TSX

Join us at the TSX Trust booth (#9) in the Exhibitor Hall for a live market close. Ceremony and countdown will begin at 12:45 pm.

1:15 pm – 2:15 pm Macdonald ABC

Plenary Session: Key Trends and Updates in Corporate Governance Best Practices

Hay Group works in partnership with the Canadian Society of Corporate Secretaries (CSCS) to conduct an annual survey on “Best Practices in Corporate Governance”. In 2016, over 110 participants from companies all across Canada gave their opinions on the evolving corporate governance landscape and its effects on the organization and executive compensation. This presentation will discuss the results from the 2016 Best Practices in Corporate Governance Survey. Chris Chen will provide insights into executive pay practices, effectively mitigating risk and succession planning and assessments.

Speakers: Christopher Chen, Senior Client Partner, Korn Ferry Hay Group

Sponsored by:



Tuesday, August 23


Breakfast in the Exhibitor Hall


Opening Remarks


Opening Plenary: Master Class in Ethics: Striking a Balance Between Rules and Principles In the wake of more corporate scandals, this session examines the lessons that can be gleaned from corporate corruption and the dangers of navigating the grey zones of corporate ethics. • Isshort-termisminthecapitalmarketstoblamefor

this trend? • Whatarethecatalystsandwhatcommonthreads

can be found across these examples? • Whatcanboardsandseniormanagementdoto

safeguard their own organizations from the risk of going down that path?

• Whatdotheyneedtocreateastrongcultureandframework of ethics?

• Whatarethebehaviorsthatboardsneedtobewatchful of to mitigate the risk of going down the slippery slope of unethical corporate behaviour?

Panelists: Andrew Fastow, Former Chief Financial Officer, Enron Corporation; Dr. Richard Leblanc, Associate Professor, Law, Governance & Ethics, Faculty of Liberal Arts & Professional Studies, York University; Mike Garvey, Consulting Partner, Ortus Strategies AG; Errol Mendes, Professor, Faculty of Law, University of Ottawa

Sponsored by:



11:00 am – 12:00 pm - Concurrent Sessions


Break in the Exhibitor Hall

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

Crown Corporation IssuesTeresa Budd, Associate, Watson Advisors Inc.

Cyber SecurityRobert Gordon, Executive Director, Canadian Cyber Threat Exchange (CCTX)

How Boards Should Address Ethics, Risks and IntegritySara Gelgor, Vice President, Enterprise Programs and Chief Privacy Officer, Scotiabank Global Compliance; Poonam Puri, Professor, Osgoode Hall Law School, York University

Not-for-Profit Organization IssuesCatherine Cummings, Executive Director, Canadian Corporate Counsel Association

Plain Language DisclosureCatherine Gordon, President and Founder, SimpleLogic Inc.

Private Firm IssuesSylvia Groves, President and Creative Director, Governance Studio

Proxy VotingDavid Masse, Chairman, Canadian Society of Corporate Secretaries

Risk ManagementJohn Fraser, Adjunct Professor, York University, Program Director, Schulich Executive Education Centre

Subsidiary GovernanceNeil Puddicombe, Associate General Counsel and Director of Subsidiary Governance, BMO Financial Group

Board’s Role in Strategy OversightGigi Dawe, Principal Corporate Oversight and Governance, CPA Canada

4:45 pm

End of Day One

Free evening for delegates.


Frontenac B

Track A: Leading Practices in Governance

Session 1A: A Case Study on Hostile Takeovers & M&A Deals

Given the new regulatory landscape, this session will focus on developing a “playbook” for hostile takeovers and M&A deals in general.

• Learnthedifferencebetweenthehostileoffervs. proxy contest: what are the various change of control methods available.

• NewamendmentstotheCSAonthetake-overbidregime: what does it mean, what is the impact.

• Designingahostiletakeover–fromtheperspectiveof the BIDDER (Unsolicited Offeror):o How to run a successful unsolicited tender offer.

• Maneuveringthroughahostiletakeover–fromtheperspective of the TARGET (Issuer): o What are the options and defenses available to

a target?o What can a targeted company anticipate and

how best to prepare. • BuildingasuccessfulM&Atoolkit:

o Solicitation fees, tabulation projection reporting, arbitrage activity, stock trading monitoring.

Speakers: Rob Staley, Partner, Bennett Jones LLP; Peter Buzzi, Managing Director, Co-Head Mergers and Acquisitions, RBC Capital Markets; Dexter John, Executive Vice President, D.F. King Canada; Marcus Campbell, Vice President, Operations, D.F. King Canada

Sponsored by:

Frontenac C

Track B: The Board and the Corporate Secretary

Session 1B: Increasing Demands of the Board, Management and Stakeholder Community on the Corporate Secretary

In an environment where corporate governance continues to evolve, so too do the demands and expectations of the corporate secretary. Compared to most jobs, where demands are typically internal and business strategy driven, the corporate secretary role is unique in that the daily and annual expectations of the role are driven from both internal and external pressures.

The session will be a balanced dialogue with empirical findings from the GGA/CSCS Corporate Secretary Survey, a discussion on the impacts of these findings as they relate to how the corporate secretary’s duties are evolving

and key areas you need to be improving to increase your effectiveness as a governance leader in your organization

Topics we will explore:• Evolvingexpectationsanddemandsofthe

corporate secretary at the board, management and shareholder level

• EmpiricalfindingsfromGlobalGovernanceAdvisorsCorporate Secretary Survey

• Interactivediscussionwithprominentcorporatesecretaries that work in medium and large enterprises

Speakers: Paul Gryglewicz, Senior PartnerGlobal Governance Advisors; Heather Laxton, Chief Governance Officer, Corporate Secretary, Wesdome Gold Mines Ltd.; Antonella Deo, Vice President and Corporate Secretary, Manulife Financial

Frontenac A

Track C: Critical Issues in Governance

Session 1C: Achieving Diversity and Inclusion Through Recruitment, Policies, Processes and Measures

This session intends to provide key insights on:• Whatisdiversityandinclusionintheboardroom• Howtocreateandimplementaframeworkto

support a more diverse and inclusive board• Howtointegrateadiversitystrategyintheboard

succession plan, performance management and retention

• Usingcorporategovernanceprocessestoachievediversity and inclusion

• Pitfalls,trapsandwinsoncreatingandimplementing a diversity framework

Speakers: Stuart McKellar, General Counsel, Vice President Properties & Corporate Secretary, ATB Financial; Aaron Friedenthal, Assistant General Counsel, ATB Financial



12:00 pm – 1:30 pm Macdonald ABC

Lunch and Keynote Address: Cleaning Your Cluttered Brain: A Field Guide to Productivity and Performance in a Hectic World

Speaker: Bruce Kirkby, Award-Winning Explorer, Writer, Photographer

A wilderness writer and adventure photographer, Bruce Kirkbyisrecognizedforconnectingwildplaceswithcontemporary issues. A celebrated writer, Bruce is a regular columnist for The Globe and Mail, the author of two bestselling books, and a multi-National Magazine Award winner. His work has appeared in The New York Times, EnRoute, The Huffington Post, Explore and Canadian Geographic, among other esteemed publications.

With journeys spanning around the world, his accomplishments include the first modern crossing of Arabia’s Empty Quarter by camel, a descent of Ethiopia’s Blue Nile Gorge by raft, a sea-kayak traverse of Borneo’s northern coast, and a coast-to-coast Icelandic trek. Encouraging audiences to get out of their comfort zones, think creatively, and take calculated risks, his belief in human potential is contagious.

Sponsored by:

1:30 pm – 2:30 pm - Concurrent Sessions

Frontenac B


Session 2A: ESG Disclosure: Increased Pressure, Increased Transparency, Increased Value?

The Environmental, Social and Governance landscape (ESG) is rapidly changing and companies are facing greater pressures from regulators, investors and society to be more transparent about their ESG disclosure.

This session will focus on:• Pressurefromregulators:recentregulatory

developments in Ontario and Canada relating to ESG disclosure, and examples from other countries that provide insights into possible reporting developments here

• Pressurefrominvestors:newresearchabouthowinvestors are using ESG information, what they want, and how that will change ESG disclosure

• Pressurefromotherstakeholders:changingexpectations that are affecting a company’s social licence to operate

• Thecompanyperspective:twopubliccompaniesshare their insights and experience, and talk about why they continue to build the business case for ESG

Speakers: Bindu Dhaliwal, Associate General Counsel & Director, Environmental, Social and Governance, BMO Financial Group; Arnaud Van Dijk, Senior Manager,Sustainability Services, KPMG; Catherine Gordon, President and Founder, SimpleLogic; John Truzzolino, Director Business Development, RR Donnelley; Brent Bergeron, Executive Vice President, Corporate Affairs and Sustainability, Goldcorp Inc.

Sponsored by:

Empress


Session 2B: The Role of the Corporate Secretary in Establishing Effective Governance Practices

Corporate secretaries today are increasingly considered to be gatekeepers - individuals whose integrity, independence and courage can both influence the organization’s governance standards and help drive the board towards the creation of a healthy and robust tone at the top. But are corporate secretaries properly empowered to play this crucial role? This session will look at these issues in detail and provide opportunity for discussion on the need to increase recognition of the role of corporate secretary and elevate the position beyond passive record keeper to empowered governance champion.

Learning objectives include: 1. Understanding the critical role corporate secretaries

play in advancing governance in organizations2. Establishing board administration practices that

foster a governance culture3. Overcoming obstacles

Speaker: Heather Laxton, Chief Governance Officer, Corporate Secretary, Wesdome Gold Mines Ltd.

Frontenac C


Session 2C: The Role of the Board in Special Situations

When the board has to consider a special situation (M&A, privatization, spinoff, divestiture, etc.), directors are asked to make difficult decisions under pressure. This session will help you understand the role of the board and of management in special situations that may have a destabilizing effect on an organization, with a focus on how the board should prepare to make these decisions. We will explore fiduciary duties, governance principles and conflicts of interest. We will consider when a special committee would be appropriate and when majority of the minority shareholder approval and formal valuations are required under Multilateral Instrument 61-101.


Learning objectives include: 1. Understanding fiduciary duties2. When to have a special committee3. Identifying potential conflicts 4. How to prepare for board meetings5. How to manage disclosure issues6. Determining what is the role of the board and of

management7. How and when to communicate the key changes to

your internal and external stakeholders

Speakers: Kevin West, Founder, SkyLaw Professional Corporation; Thierry Keable, General Counsel and Corporate Secretary, Whistler Blackcomb Holdings Inc.; Deborah Rosati, Corporate Director and Co-founder, Women Get On Board



3:00 pm – 5:00 pm - Concurrent Workshops

Empress A

Workshop A: Privacy and Compliance Risk: How Exposed is Your Board

This session will be facilitated by a compliance and privacy professional and will delve into the role and expectations of Boards when it comes to understanding and overseeing privacy and compliance risk. Regulators are looking to Boards and Management to clearly document and manage compliance risk, and whether your company is regulated or not the risk of litigation and class actions is increasing. How do you know if our compliance program is truly “effective”? What are current challenges and possible practical solutions to compliance issues?

Speaker: Sara Gelgor, Vice President, Enterprise Programs and Chief Privacy Officer, Scotiabank Global Compliance

Empress B

Workshop B: Ethics Training: How to Do It Like a Pro

1. How to deliver effective and powerful compliance/ethics training to an organization

2. How to ensure that such training will achieve the objective of getting material issues brought to the board’s attention

3. The collateral benefits of good training

Speaker: Maryann Besharat, Director, Legal & Compliance, Intact Financial Corporation

Frontenac A

Workshop C: Evaluating Board Performance: From Inputs to Outcomes

The traditional approach to board evaluations has typically focused on governance inputs and how well a board has adopted or adhered to best practices and guidelines. A shift from governance inputs to board outcomes can re-energize the annual board performance evaluation, delivering new insights and greater value in the process. This is achieved by focusing on:

• Theboard’simpactasopposedtoisolatedpractices;• Theboard’svaluetoyourorganizationasastrategic

asset; and,• Theboard’scontributiontoorganizationalsuccessin

more tangible and relevant ways

Learning objectives include:1. How to more meaningfully assess your organization’s

governance effectiveness 2. How to instill more of a strategic and results-

based focus into the board’s work, bringing closer alignment with that of management.

3. How to successfully make the shift from your current approach to board evaluations

Speaker: John Dinner, President, John T. Dinner Board Governance Services; Carmel Bellamy, Corporate Secretary and Senior Director, Governance, Member & Co-operative Relations, The Co-operators Group Limited

Frontenac B

Workshop D: The Stabilizer in the Boardroom: Helping Steer the Board During Turbulent Times

A CEO’s sudden departure or an unplanned turnover on the board doesn’t have to throw your board into unchartered waters. How well a corporate secretary prepares for and supports board leadership can have an immediate effect on board sustainability and performance. Often corporate secretaries remain on boards far longer than either board or management leadership. This session explores how to take a pro-active approach to the development of the right governance for the right time. The investment in governance systems, practices and tools will ensure your board can weather the storm of unpredictable change.

Learning objectives include:1. Assess your board’s readiness for leadership change2. Identify the must-haves in governance systems,

practices and tools



3. Enhance your contribution to your board during change

4. Prepare for change and how to educate and onboard new leadership – quickly and effectively

Speaker: Teresa Budd, Associate, Watson Advisors Inc.

Frontenac C

Workshop E: The Role of the Board in Risk Management Oversight

It is incumbent on executives and board members to get a better understanding of the theory of enterprise risk management (ERM) and to ensure sound risk management processes are in place in their organizations – that is their accountability and regulators are starting to emphasize this.

This session will focus on:• Whatisenterpriseriskmanagement?• Enterpriseriskmanagementmethodologies• Howtheboardcanassesswhethermanagementis

doing an adequate job• Thechiefriskofficerrole,accountabilityforboard

oversight, the audit committee, the risk committee• Overviewoftheboard’sroleandinternalaudit.

Speaker: John Fraser, Adjunct Professor, York University, Program Director, Schulich Executive Education Centre

6:30 pm – 11:00 pm Macdonald ABC & Foyer

Closing Reception, Dinner and Entertainment: 80’s Theme Party

The 80’s was full of loud colors, extreme fashion, and sky-high hair. CSCS wants to bring this 80’s nostalgic back as the theme of our Tuesday casual night. The best part of an 80’s party is of course dressing the part. There are tons of fashion fads that scream 80’s: legwarmers, spandex, dark sunglasses, side ponytails, high tops, excessive rubber bracelets, fingerless gloves, male earrings, shoulder pads… and the list continues. Get ready with your best 80’s outfit because we will have contests and prizes for the evening.

Wednesday, August 24

7:30 am – 8:30 am Macdonald DEF & Foyer

Breakfast


Conference Recap and Closing Remarks


Panel: Board and Director Effectiveness: Challenges, Practices and Principles that are Shaping Today’s Boardroom

What makes a board effective? How can directors add more value to their boards and organizations? This illustrious panel comprised of two of Canada’s most seasoned governance gurus and a senior executive and corporate secretary, will explore the top issues on the board agenda and what to do in order to stay on top of key factors that can impact and challenge even the strongest governance structures.

Speakers: David Beatty, Professor, The Rotman School of Management and Conway Director, Clarkson Centre for Business Ethics and Board Effectiveness; Peter Dey, Chair, Paradigm Capital Inc.; Anna Tudela, Vice President, Diversity, Regulatory Affairs & Corporate Secretary, Goldcorp Inc.

10:00 am – 11:30 am - Concurrent Sessions

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Session 3A: Moving the Shareholder Meeting Online: Electronic Distribution, Voting and Virtual Shareholder Meetings

Companies in the US are taking their shareholder meetings virtual. Some are eliminating in-person meetings altogether. Others let shareholders choose how they attend. Join us to learn about virtual meetings and how the US experience could be translated to Canada.

How does a virtual shareholder meeting work? Get answers to such questions as:• Howmanyshareholdersarelikelytoattend?• Howarequestionsfromshareholdershandled?• Howisvotinghandledatthemeeting?Howmany

votes can I expect to receive?• Whathasbeentheexperienceandacceptance

in the United States, where virtual shareholder meetings have been held since 2009.


• WhatisthelegalframeworkinCanada?Cancompanies hold virtual meetings in Canada? If so, what should you do to get ready to hold a virtual shareholder meeting.

• Whatisthecompany’sexperience?Wewillhearfrom a representative from a company that has held a virtual meeting in the US. They will explain why they did it, what the reaction was.

Finally, we will learn about how and when VSMs could be rolled out in Canada and how you can start thinking about if a virtual shareholder meeting is right for your company and shareholders.

Speakers: Andrew J. MacDougall, Partner, Osler, Hoskin & Harcourt LLP; Cathy Conlon, Vice President, Business Development, Broadridge Financial Solutions, Inc.

Sponsored by:

Macdonald ABC


Session 3B : The Corporate Secretary’s Role in CSR and Sustainability Governance: A New Mandate

This session will focus on: • Understandthedriversofthenewcorporate

secretary mandate in sustainability governance• Learnaboutthelegalcorporategovernancecontext

which is contributing to this business imperative• Hearabouthowoneboardisrespondingtothis

trend and the role the corporate secretary is playing to enhance board effectiveness in this area

• Beinformedofoptionsandpracticesacorporatesecretary can pursue to enhance board sustainability oversight and create value for the organization

Speakers: Coro Strandberg, Principal, Strandberg Consulting; Carol Liao, Assistant Professor, Faculty of Law, University of Victoria; Christie Stephenson, Executive Director, Dhillon Centre for Business Ethics, UBC Sauder School of Business; Shona McGlashan, Chief Governance Officer, Mountain Equipment Co-op (MEC)

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Session 3C: Building a Subsidiary Governance Framework

This session will focus on: 1. Creating a subsidiary governance framework - how

to get started and considerations such as:• Modelsforsubsidiarygovernanceframeworks• Piercingthecorporateveil• Theroleofthesubsidiarydirectorinthegroup

framework• Theroleoftheindependentnon-executive

director• Theroleofnomineedirectors• Canmanagementdirectorsbe“independent”• Managingrelatedpartytransactions• Theroleofcultureandtoneatthetopin

subsidiary board governance• Indemnitiesfordirectorsandofficers• Roleofthecorporatesecretaryinsubsidiary

governance2. Risk management - considerations when approving

the creation of new legal entities3. Risk Management - considerations when acquiring

large corporate groups4. How to promote adequate parent company

oversight over the subsidiary network5. Latest developments in case law

Speakers: Neil Puddicombe, Associate General Counsel and Director of Subsidiary Governance, BMO Financial Group; Brigitte K. Catellier, Vice President, Associate General Counsel & Corporate Secretary, Sun Life Financial Inc.; Poonam Puri, Professor, Osgoode Hall Law School, York University; Charles Canfield, Principal Corporate Governance Officer, Environment, Social & Governance Department, International Finance Corporation, World Bank Group



Speaker Profiles

Dick Auchinleck

Chair, TELUS Corporation

Dick was employed by Gulf Canada Resources Limited for 25 years, retiring in 2001 as President and Chief Executive Officer after the

sale of the company to Conoco Inc. Since then, Dick has held numerous board positions including Crown, not-for-profit, private and public corporations. He has been a director of TELUS Corporation since 2003 and is currently the Chair of the Board. Dick is also a director of ConocoPhillips, a U.S. energy company, and has held the role of Lead Director for the last 10 years.

Dick has a Bachelor of Applied Science (Chemical Engineering) from the University of British Columbia. He is a member of the Association of Professional Engineers and Geoscientists of Alberta, Tapestry Lead Director Network, the National Association of Corporate Directors and Institute of Corporate Directors.

David Beatty

Professor, The Rotman School of Management and Conway Director, Clarkson Centre for Business Ethics and Board Effectiveness

Over his career, David has spent a decade managing one of North America’s largest food companies and has served on 39 different boards of directors and been chairman of 9 public companies. Currently, he serves on the board of Colliers International and on the boards of privately held Canada Steamship Lines and City Financial in London. David was the founding Managing Director of the Canadian Coalition for Good Governance (2003-2008). As well, David was the creator of the Directors Education Program (DEP) and continues to oversee the curriculum. He is Senior Advisor toMcKinsey&Co.ongovernanceandjointventures.

In 1994 he was made an Officer of the Most Excellent Order of the British Empire for his services to Papua New Guinea, and in 2013 he was inducted into the Order of Canada.

Carmel Bellamy

Corporate Secretary and Senior Director, Governance, Member & Co-operative Relations, The Co-operators Group Limited

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 recently served two terms as a Trustee on The Co-operators Retirement Plan; a defined contribution plan with over $900 million in assets for its 6,945 members. The Co-operators Group Limited is a Canadian co-operative with more than $40 billion in assets under administration. Through its group of companies it offers home, auto, life, group, travel, commercial and farm insurance, as well as investment products, and is well known for its community involvement and its commitment to sustainability.

Brent Bergeron

Executive Vice President, Corporate Affairs and Sustainability, Goldcorp Inc.

Brent 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. Brent 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. Brent holds a Bachelor of Arts (Economics) and a Masters of Arts (Economics) from Carleton University and speaks five languages.

Maryann Besharat

Director, Legal and Compliance, Intact Financial Corporation

Maryann is Director of Legal and 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.

Prior 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 the co-chair of the Intact United Way Leadership Campaign. She is also the chairperson of the Womentum program at Intact and is the chairperson of the Insurance Bureau of Canada’s Privacy Working Group.

Maryann obtained her Bachelor of Arts from York University in 2001 and her Bachelor of Laws from the University of Windsor in 2005. She was called to the Ontario Bar in 2006.

Teresa Budd

Associate, Watson Advisors Inc.

Teresa is a governance lawyer at WATSON with over 15 years experience in governance and law working with private and public

companies, crown agencies, municipal corporations, member-based organizations, regulatory bodies and not-for-profit organizations. Teresa conducts governance reviews, board evaluations, corporate secretarial practice assessments and supports multiple boards as part of WATSON’s outsourced corporate secretarial services.Prior to WATSON, Teresa was a partner at Blake, Cassels & Graydon LLP, practicing as a corporate finance and business lawyer. She has a Bachelor of Arts from the University of British Columbia and a Bachelor of Laws from the University of Western Ontario.

Peter Buzzi

Managing Director and Co-Head of Mergers and Acquisitions, RBC Capital Markets

Peter joined RBC Capital Markets in 1986 and has advised numerous

Canadian and international companies on a broad range of merger and acquisition transactions with particular emphasis on public takeovers and mergers, financial restructurings, going private and related party transactions. Peter has recently advised, among others, TimHorton’sonitssaletoBurgerKingWorldwide,SNC-Lavalin on its sale of AltaLink to Berkshire Hathaway Energy and Shoppers Drug Mart on its sale to Loblaw’s.

Peter has a Bachelor of Applied Science in Systems Design Engineering from the University of Waterloo and a Master of Business Administration from the Harvard Business School. Peter is a member of the firm’s Canadian Investment Banking Management Committee and is Chairman of the firm’s Canadian Opinion Review Committee.

Marcus Campbell

Vice President, Operations, D. F. King Canada

Marcus has a wealth of experience in corporate finance with a passion for advising clients on matters pertaining to proxy solicitation, corporate governance,

mergers and acquisitions and shareholder activism in Canada,theU.S.andglobally.SincejoiningD.F.KingCanada, Marcus has acted as operational lead providing clients with strategic consultation on some of the highest profile proxy fights and transactions in Canada, including Agrium’s successful board defense against Jana Partners, Canadian Tire’s successful acquisition of Forzani Group Ltd., BCE Inc.’s 4 billion dollar acquisition of Bell Aliant Inc., among many others.

In addition to Marcus’ experience in the proxy solicitation and mergers and acquisitions arenas, Marcus has strong ties and relationships within the institutional and retail investor community and is a trusted point of contact for sourcing critical intelligence from an issuer’s shareholder base.PriortojoiningD.F.KingCanada,MarcusactedasDirector, Client Management at a national competitor.

Charles Canfield

Principal Corporate Governance Officer, Environment, Social and Governance Department, International Finance Corporation, World Bank Group

Charles has a Bachelor of Science in Accounting from Elmhurst College, and a Juris Doctor with a concentration in international law from Northwestern University. Charles is a Certified Public Accountant and a Chartered Global Management Accountant. He has over 20 years professional experience in accounting, consulting and law, with 11 years of that spent in the emerging markets of the former Soviet Union, East Asia and the Pacific. Charles has assisted companies in these jurisdictions implement international best practices of corporate governance, and advised on draft legislation/regulations in ten separate countries. He has extensive experience advising enterprises on accounting issues, internal control systems and internal audit functions and other issues related to corporate governance. Charles is the main architect of the IFC’s Advanced Corporate Governance Methodology and the IFC Fund Governance Methodology. In addition, he has experience as an auditor and tax advisor with international accounting firms, along with legal experience as a corporate and securities attorney.



Brigitte K. Catellier

Vice President, Associate General Counsel and Corporate Secretary, Sun Life Financial Inc.

In December 2015, Brigitte joined Sun Life Financial in Toronto as Vice-

President, Associate General Counsel and Corporate Secretary. Prior to this, 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. Before this, 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 obtained her Bachelor of Civil Law and Bachelor of Laws degrees from McGill University (National Program) in 1988 and 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 the Canadian Society of Corporate Secretaries. She obtained the designation of Certified In-House Counsel –Canada (CIC.C).

Christopher Chen

Senior Client Partner, Korn Ferry Hay Group

Christopher is Senior Client Partner and Canada Practice Leader for Executive Pay and Governance. He advises clients on supporting

stakeholder value through effectively aligning organizational strategy to executive compensation. 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.

Prior to joining Hay Group, Christopher consulted for Willis Towers Watson, practiced law (tax, employment and pension) at Hicks and at Deloitte LLP. In house, he was Tax Counsel and then Director of Compensation at CIBC. He is a frequent presenter and commentator on compensation issues at professional conferences, national television and in print.

Cathy Conlon

Vice President, Business Development, Broadridge Financial Solutions, Inc.

Cathy Conlon is responsible for strategy and business development for Broadridge’s $2.0 billion Investor

Communications Solutions division. She designs, supports and drives on-going strategic plans for the business unit that result in a portfolio of growth opportunities. During her tenure at Broadridge (ADP), Cathy gained roles of increasing seniority, including in the areas of business development for the corporate issuer business; new product development, strategic marketing; and strategic development Cathy was responsible for the development and implementation of the Virtual Shareholder Meeting platform and is an expert in the use of virtual meetings for public company annual meetings. Prior to joining Broadridge (ADP), Cathy was a Director with the Franklin Templeton Mutual Fund Companies’ Quantitative Equity Division. Before that, she worked at E.F. Hutton’s Equity Research Division, and Drexel Burnham Lambert’s Quantitative Research Department. Cathy graduated cum laude from Catholic University in Washington DC with a Bachelor of Arts in Economics and a Master’s Degree in Finance.

Antonella Deo

Vice President and Corporate Secretary, Manulife Financial

As Vice President and Corporate Secretary Antonella is responsible for the corporate secretarial function

at Manulife. She is also responsible for the shareholder services, corporate insurance management and subsidiary governance functions. Prior to joining Manulife, Antonella was Head of the Subsidiary Governance Office at RBC (2004 to July 2013), where she led an award-winning global team of governance professionals. From 2001-2004 she was Senior Counsel at RBC supporting the Treasury group with responsibility for RBC’s corporate finance program.

Prior to joining RBC, Antonella was a corporate/securities lawyer at Torys LLP where she was a member of Manulife demutualization legal team. She had primary responsibility for Manulife’s initial public offering in Asia and worked with local regulators to develop the foreign listingrequirementsfortheHongKongandPhilippinesstock exchanges.

Antonella holds a law degree from Queen’s University and a Bachelor of Arts (Honours) from the University of Toronto – University College. She is called to the bar in the Province of Ontario and is a member of the Law Society of Upper Canada.


Peter Dey

Chair, Paradigm Capital Inc.

Peter is currently the Chairman of Paradigm Capital Inc. 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 on the boards of a number of public companies and currently is a director of Goldcorp, Granite REIT and Gran Tierra Energy.

Peter attended Queen’s University where he earned his Bachelor of Science in 1963 and Dalhousie University where he earned his Bachelor of Laws degree in 1966. He received his Master of Laws degree from Harvard University in 1967.

Bindu Dhaliwal

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

Bindu is Associate General Counsel & Director, Environmental, Social

and Governance (ESG) for BMO Financial Group. 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. Bindu has a Bachelor of Laws from Queen’s University and recently completed a graduate program in Social Innovation at the University of Waterloo.

John Dinner

President, 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 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.

Andrew Fastow

Former Chief Financial Officer, Enron Corporation

Andrew Fastow was the Chief Financial Officer of Enron from 1998 – 2001. In 2004, he pled guilty to two

counts of securities fraud, and was sentenced to six years in federal prison. He completed his sentence in 2011, and currently provides litigation support at a law firm and consults with Directors and management of public companies on how best to identify potentially critical finance, accounting, compensation, and cultural issues. Since his release from prison, Andrew has been a guest lecturer at universities and corporations, and at conferences for management, corporate directors, attorneys, accountants, and certified fraud examiners. Andrew was recently keynote speaker at the United Nations’ Principles of Responsible Management Education Conference, the FBI’s Advanced Financial Crimes Seminar, and the Financial Times’ Outstanding Directors Conference.

Andrew received a Bachelor of Arts in Economics and Chinese from Tufts University and a Master of Business AdministrationinFinancefromtheKelloggGraduateSchool of Management at Northwestern University. Prior to joining Enron, he was a Senior Director in the Asset Securitization Group at Continental Bank N.A.

John Fraser

Adjunct Professor, York University, Program Director, Schulich Executive Education Centre

John Fraser is the former Chief Risk Officer of Hydro One Networks Inc.

He has over 30 years of experience in the risk and control field, in areas such as finance, fraud, derivatives, safety, environmental, computers and operations. He teaches a Master’s degree course on Enterprise Risk Management at York University, and is on the faculty of The Directors College. He is a recognized authority on enterprise risk management, and has co-authored several academic papers and two university text-books on enterprise risk management. John is a Fellow of the Institute of Chartered Accountants of Ontario (FCA) and a Fellow of the Chartered Professionals Accountants (FCPA). In 2014, John received the Canadian Institute of Internal Auditors’ Lifetime Achievement Award.



Aaron Friedenthal

Assistant General Counsel, ATB Financial

Aaron joined ATB Financial in 2006 as Legal Counsel and has assumed more senior roles within ATB’s Legal Services department. Aaron was appointed

Assistant General Counsel in July 2015. In that role he leads a team of lawyers who are focused on serving their internal partners’ business needs in delivering financial services to ATB’s customers. He also provides governance support to ATB’s General Counsel, the ATB Board of Directors and the Boards of ATB’s Investor Services subsidiaries. Aaron has a Bachelor of Commerce and Bachelor of Laws from the University of Alberta and is a member of the Law Society of Alberta.

Mike Garvey

Consulting Partner, Ortus Strategies AG

Mike graduated from the University of Waterloo and joined PricewaterhouseCoopers in 1969. He retired in 2006 as an Audit Partner.

From 1995 to 2005, he developed and managed the Firm’s practice in Cuba. He joined Ortus Strategies AG (formerly FGI Europe AG) in 2011.

Throughout his career, he has volunteered his time to a number of organizations, including chairing the Boards of The Donwood Institute, the University of Waterloo, The Michener Institute of Applied Health Sciences, the Friends of Ontario Universities and Hospital Diagnostic Imaging Repository Services. He has chaired many audit committees since 1983, including three public companies during the past ten years. He serves as Executive ChairmanofKelvinStorageInc.

Mike is a Fellow of the Institute of Chartered Accountants of Ontario (FCA) and a Fellow of the Chartered Professionals Accountants (FCPA) and holds the ICD.D designation from the Institute of Corporate Directors.

Sara Gelgor

Vice President, Enterprise Programs and Chief Privacy Officer, Scotiabank Global Compliance

Sara Gelgor is Vice President, Enterprise Programs Compliance & Chief Privacy

Officer at Scotiabank. Sara leads a team responsible for, among other things, anti-bribery/anti-corruption, privacy, ethics and business conduct, outsourcing, regulatory affairs, and regulatory compliance management. Prior to assuming this role Sara was the Chief Compliance Officer and Ombuds Liason Officer for ScotiaLife Financial, Scotiabank’s Canadian insurance business.

Sara is a lawyer, and holds a Bachelor of Arts from the University of Toronto, a Bachelor of Laws from Queen’s University, a Master of Laws in international law from the University of Cambridge, a Master of Business Administration from the Rotman School of Management at University of Toronto, and the ICD.D designation from the Institute of Corporate Directors. She has also successfully completed the Osgoode Certificate in Regulatory Compliance & Legal Risk Management for Financial Institutions. Sara is a past lecturer at Queen’s Faculty of Law and the Rotman School of Management. She is active in community service and is former Director of Toronto Hydro and the Governing Council Business Board, University of Toronto.

Robert Gordon

Executive Director, Canadian Cyber Threat Exchange (CCTX)

Bob is the Executive Director, Canadian Cyber Threat Exchange (CCTX) where he has organizational responsibility to

deliver cyber threat information services and lead all cyber intelligence engagements and research activities. Most recently, Bob was a Director, Global Cyber Security at CGI. Prior to this, he enjoyed a long and successful career in the Federal Government which included being the architect of Canada’s Cyber Security Strategy.

Bob has had a unique career in Canada’s security, intelligence and law enforcement organizations: Public Safety Canada, Communications Security Establishment, Canadian Security Intelligence Service, and the Royal Canadian Mounted Police. He has had executive responsibility for science and technology, IM/IT and internal security programs (personnel, physical and information technology). He has also provided operational leadership in investigating and analyzing the full range of threats to the security of Canada.

Bob played a significant role in shaping the security policies and programs within and across these entities. His leadership responsibilities included engaging with international allies and the private sector to build effective and meaningful partnerships on cyber security.

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 documents since 1997.

One of North America’s first plain language consultants, Catherine is a frequent speaker on the simplification


of complex information, an advisor to regulators and industry organizations, and consultant to many 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 Canadian Society of Corporate Secretaries (CSCS), and the Canadian Investor Relations Institute (CIRI).

Paul Gryglewicz

Senior Partner, Global Governance Advisors

Paul Gryglewicz is a Senior Partner at Global Governance Advisors. As head of GGA’s Canadian operations he is a key member of the firm’s senior

leadership team. He engages with boards and senior management advising them in the areas of executive compensation, human resource strategy and corporate governance. Paul’s work incorporates leading edge governance practices, mitigates risk and educates key stakeholders on sophisticated compensation systems.

Carol Hansell

Founder and Senior Partner, Hansell LLP

The Senior Partner of Hansell LLP, Carol Hansell has spent more than 25 years leading major transactions for public and private corporations

and governments. She now leads an independent firm dedicated to advising boards, management teams, institutional shareholders and regulators in connection with legal and governance challenges. She is regularly engaged in connection with special committee mandates, board investigations, governance design and reviews and shareholder engagement matters. Carol is also a principal with Hansell McLaughlin Advisory Inc., which, together with Hansell LLP, delivers integrated legal, governance, government relations and communications advice.

Carol has served on boards of organizations across a variety of sectors – public companies, Crown corporations, financial institutions, healthcare, not-for-profit and arts organizations. She currently serves on the boards of Munich Reinsurance Company of Canada, the International Corporate Governance Network, and the American College of Governance Counsel. She is the Chair of the Ontario Business Law Advisory Council and serves on the Nominating Committee of the Ontario Registered Pension Plan Administration Corporation. She is a Fellow of the Institute of Corporate Directors and the American College of Governance Counsel.

Dexter John

Executive Vice President, D. F. King Canada

Dexter has over 15 years of experience in capital markets, spending over six years in structured finance in which he executed over $4 billion in

transactions. Dexter brings with him a strong knowledge of corporate law and a thorough understanding of the financialmarkets.PriortojoiningD.F.KingCanada,Dexter held the Executive Vice President & General Counsel position at a national competitor. Dexter has worked on a number of Canada’s largest M&A transactions as well as proxy fights. Dexter also brings with him a strong background in the areas of corporate governance.

Dexter has successfully completed the directors’ education program offered by the Institute of Corporate Directors (ICD) in partnership with the Rotman School of Management, University of Toronto and holds the ICD.D designation. Dexter is currently a director of Partners REIT and Augustine Ventures Inc. and is the Chair of both issuers Governance and Nominating Committees. Dexter has worked at a major Canadian law firm as a Securities Associate, focusing on the public equities market with emphasis on mergers and acquisitions. In addition, Dexter also has regulatory experience through his tenure at the Investment Dealers Association, Ontario Securities Commission and the Toronto Stock Exchange.

Mary Jordan

Chair, Vancouver Airport Authority

Mary’s background is in the airline and transportation industry, with senior management roles in human resources, finance and international

operations, with extensive experience in the areas of strategy development, customer service, transformational change management and executive compensation. She is a dual citizen who has worked in both the US and Canada. She has held senior executive positions at American Airlines, Canadian Airlines and Air Canada and was president of Wings West Airlines (American Eagle), and president of Canadian Regional Airlines. She served as Provincial Executive Director of the BC Centre for Disease Control. Most recently, she was Executive Vice President Human Resources and Communications at Laidlaw International in Illinois. She is currently Chair of the Board of the Vancouver Airport Authority and a Director of Superior Plus Corporation, Coast Capital Savings and Timberwest Forest Products. A recipient of Canada’s “Top 40 Under 40” Award, she is also a Director of the Vancouver Opera and involved in community volunteer activities. Mary resides in Vancouver.



Ryan Kazanciyan

Chief Security Architect, Tanium, Inc.

RyanKazanciyanistheChiefSecurityArchitect for Tanium, and has thirteen years of experience in incident response, forensic analysis, and

security assessments. Ryan oversees Tanium’s Endpoint Detection and Response team, and helps develop the strategy and roadmap for Tanium’s security suite. Prior to joining Tanium, Ryan led investigation and remediation efforts at Mandiant, where he spent six years working with dozens of Fortune 500 organizations impacted by targeted attacks. Ryan has trained hundreds of incident response practitioners as instructor for Black Hat and the FBI’s cyber squad. He is a frequent speaker at industry events around the world, including RSA, Black Hat, and DEFCON, and is a co-author of “Incident Response and Computer Forensics,” 3rd Edition (2014).

Thierry Keable

General Counsel and Corporate Secretary, Whistler Blackcomb Holdings Inc.

Thierry is General Counsel and Corporate Secretary of Whistler Blackcomb Inc., the operator of the

largest four season resort in North America. Prior to trading his suits and ties for ski boots in 2014, Thierry advised issuers on strategic, disclosure and governance issues relating to transactional and other special matters with Osler, Hoskin & Harcourt LLP and Farris, Vaughan, Wills & Murphy LLP. Thierry will offer his perspective on preparing for and managing special situations.

Bruce Kirkby

Award-Winning Explorer, Writer, Photographer

A wilderness writer and adventure photographer,BruceKirkbyisrecognized for connecting wild places

with contemporary issues. With journeys spanning around the world, his accomplishments include the first modern crossing of Arabia’s Empty Quarter by camel, a descent of Ethiopia’s Blue Nile Gorge by raft, a sea-kayak traverse of Borneo’s northern coast, and a coast-to-coast Icelandic trek. Encouraging audiences to get out of their comfort zones, think creatively, and take calculated risks, his belief in human potential is contagious.

Heather Laxton

Chief Governance Officer, Corporate Secretary, Wesdome Gold Mines Ltd.

Heather has 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 Toronto Stock Exchange, TSX Venture Exchange, London - AIM and NYSE AMEX. She is currently Corporate Secretary with Wesdome Gold Mines Ltd., and prior to that, she wasCorporateSecretarywithKirklandLakeGoldInc.,Chief Governance Officer and Corporate Secretary with Northern Gold Mining Inc., Governance Manager and Company Secretary with European Goldfields Ltd., and Governance Manager and Corporate Secretary with High River Gold Mines Ltd. During her career, she has worked extensively with boards and senior management teams on both simple and complex governance matters, and has led the evaluation, design, implementation and monitoring of governance programs for several junior mining companies. Heather began working as a professional law clerk in multi-national law firms including Torys LLP and Smith Lyons LLP. She obtained an honours diploma from the Law Clerk Program at Seneca College and completed the Canadian Securities Course (CSC) in 2000.

Richard Leblanc

Associate Professor, Law, Governance & Ethics, Faculty of Liberal Arts & Professional Studies, York University

Richard 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 has taught at leading universities including Harvard University. He is a former recipient of Canada’s “Top 40 Under 40” award; received a teaching award as one of the top five university teachers in Ontario; and was named in Canadian Who’s Who.

Richard brings to business and professional audiences a depth of information from his extensive research and work with over 150 organizations; and from his training, assessment and development of over 1,000 directors and managers. He is engaging, dynamic and personable. Because of his work with leading companies and current research, Richard is always on the cutting edge of emerging global developments.

Carol Liao

Assistant Professor, Faculty of Law, University of Victoria

Carol is an Assistant Professor in the Faculty of Law at the University of Victoria, where she specializes

in corporate law and governance, CSR, and social innovation. She is the recipient of the Robert Bertram


Award issued by the Institute of Corporate Directors and the Canadian Foundation for Governance Research. Her research has been widely published, and has been cited in the Director Journal, Business in Vancouver, and the Financial Post, among others. She is currently working on a new book, The Laws of Good Corporations. Prior to academia, Carol was a senior associate in the Mergers and Acquisitions Group of Shearman & Sterling LLP in New York, where she represented public and private multinational corporations in a variety of complex legal transactions and governance matters.

Andrew MacDougall

Partner, Osler, Hoskin & Harcourt LLP

Andrew is a partner in the corporate law group at Osler, Hoskin & Harcourt LLP specializing in corporate governance, executive compensation

and shareholder activism. Andrew’s interest in corporate governance began as a staff member of the 1994 Toronto Stock Exchange Report on Corporate Governance, continued as a member of the Risk Oversight and Governance Board of the Canadian Institute of Chartered Accountants, and now as an inaugural fellow of the American College of Governance Counsel.

An expert and thought leader on corporate governance matters, Andrew co-authored a directors briefing on shareholder engagement released in 2012 by the Canadian Institute of Chartered Accountants, comprehensive Osler reports on gender diversity disclosure by TSX-listed companies in 2015 and 2016 and a whitepaper on the Board’s Role in Crisis Management released in this summer.

Shona McGlashan

Chief Governance Officer, Mountain Equipment Co-op (MEC)

As Chief Governance Officer at MEC, Canada’s leading outdoor retailer, Shona supports the co-op’s board

and oversees MEC’s elections, reporting, co-operative engagement and issues management portfolios. Shona is a director of the Canadian Cancer Society, BC/Yukon and a member of the City of Vancouver election task force.

Shona’s varied 20-year governance career has included senior governance and policy roles on both sides of the Atlantic. Among the more unusual highlights are: advisingtheSpeakeroftheUKHouseofCommons;accompanying MPs on helicopters, submarines and tanks; patrolling Vancouver’s Burrard Inlet in a police boat; and hiking in BC’s backcountry.

Stuart McKellar

General Counsel, Vice President Properties & Corporate Secretary, ATB Financial

Stuart leads the Legal Services, People Places & Spaces and Structured Products teams. These creative, service-

oriented teams focus on finding and delivering the best possible solutions for their internal partners. Stuart also provides governance support to the ATB Financial Board of Directors and sit as a director on the Board of Directors of the Investor Services subsidiaries of ATB. After seven years in private practice, Stuart joined ATB in 1997. ATB has provided Stuart with many interesting challenges, including working on the highly complex Asset Backed Commercial Paper restructuring file. In true ATB form, the work benefitted not only their position but also had an international impact. Recently, Stuart relocated two corporate offices, built a campus and introduced Workplace 2.0 to ATB. Stuart has a Bachelor of Arts degree from the University of Calgary and a Bachelor of Laws degree from the University of Alberta. He is a member of the Law Society of Alberta, appointed Queen’s Counsel in 2014. He is also a member of the Institute of Corporate Directors, holding the ICD.D designation.

Errol Mendes

Professor, Faculty of Law, University of Ottawa

Professor Mendes is a lawyer, author, professor and has been an advisor and consultant to corporations in

Canada and internationally, governments (including the Privy Council Office, Government of Canada), civil society groups and the United Nations. His teaching, research and consulting interests include public and private sector governance, conflict resolution, constitutional law, international law and human rights law and policy and has authored or edited seven leading texts in these areas. He has helped leading Canadian companies develop cutting edge ethics and integrity compliance systems. In early 2016, he was invested into the Order of Ontario and received the Law Society Medal from the Law Society of Upper Canada.

Since 1979, Professor Mendes has taught at law faculties across the country, including the University of Alberta, Edmonton, the University of Western Ontario, London, Ontario and the University of Ottawa from 1992 to present. In 2013-2014, he was awarded a Fellowship at Harvard Law School.



Margie Parikh

Board Director, On Governance

Margie is the former Chair of Mountain Equipment Co-op (MEC), Canada’s leading outdoor equipment retailer, and serves on the boards of the BC Oil and

Gas Commission, Parachute Canada, and CISV International.

A Chartered Director, Margie’s qualifications also include an MBA from Columbia University and the Certified Financial Planner (CFP) designation. She brings to the table 25 years’ global experience in international marketing and strategic and financial management and over 15 years of experience in board governance. Boards, finance, volunteering, an active family, the great outdoors, and dark chocolate keep her days filled on the beautiful coast of Vancouver Island.

Neil Puddicombe

Associate General Counsel and Director of Subsidiary Governance, BMO Financial Group

Neil is the Associate General Counsel and Director of Subsidiary Governance for BMO Financial Group, responsible

for designing the subsidiary governance framework for the Bank’s Canadian, European and Asian subsidiaries. He also provides corporate law transactional support for the Bank’s acquisitions and reorganizations.

Neil joined the Bank after having spent five years in the Cross-Border Mergers and Acquisitions Group in the Paris and New York offices of French law firm Gide Loyrette Nouel where he worked on cross-border public and private company acquisitions and divestitures, re-financings, shareholder reorganizations, anti-trust applications, and international securities litigation, including a matter before the Supreme Court of India.

In 2013, Neil was named In-House Counsel of the Year by the South Asian Bar Association. From 2008 to 2014, he served as the Board Chair of the South Asian Legal Clinic of Ontario, North America’s largest legal aid clinic serving a South Asian community, Neil holds a Master of Laws (Securities) from Osgoode Hall Law School and a Bachelor of Laws from Windsor Law School. He also holds a Bachelor of Arts (Honours) from the University of Western Ontario.

Poonam Puri

Professor, Osgoode Hall Law School, York University

Poonam Puri is one of Canada’s most respected experts on corporate governance, corporate law, and

securities regulation. In addition to being a tenured professor of law and former Associate Dean at Osgoode Hall Law School, York University, she practices law at Davies Ward Phillips & Vineberg LLP where she advises clients on matters of complex corporate governance and securities laws. She regularly advises public and private company boards and senior management, as well as governments and regulators in Canada and around the world.

Poonam is also experienced board director, serving on the board of the Greater Toronto Airports Authority, Arizona Mining, Women’s College Hospital and St. Clements Girls School. In 2015, Poonam was recognized at one of the top 25 most influential lawyers in Canada by Canadian Lawyer Magazine.

Deborah Rosati

Corporate Director and Co-founder, Women Get On Board

Deborah Rosati has more than 25 years of experience in the retail and technology sectors. She is an

experienced audit committee chair, with extensive knowledge in the areas of financial and enterprise risk management, corporate strategy, CEO succession planning, strategic planning, public company accounting and reporting and corporate governance. Currently, Deborah’s corporate engagements are as a Corporate Director and Chair of the Audit Committee for Sears Canada, and her recent appointments to the NexJ Systems Board and to the Department Audit Committee for Correctional Services Canada. She is also a Co-Founder of Women Get On Board, a member-based forum that connects and promotes women to corporate boards.

She is a frequent speaker on corporate governance, leadership and entrepreneurship. In 2012 she was recognized as one of WXN’s Top 100 Canada’s Most Powerful Women in the corporate director category award, and in 2014 she was selected as a Diversity 50 candidate.

Deborah has a business degree from Brock University and is a Fellow of both the Institute of Chartered Accountants of Ontario (FCA) the Chartered Professionals Accountants (FCPA). She also holds the ICD.D designation from the Institute of Corporate Directors.

Robert Staley

Partner, Bennett Jones LLP

Robert Staley’s practice focuses on complex securities litigation, securities regulation, shareholder activism and securities class actions. Rob is the Chair

of the firm’s Shareholder Activism & Critical Situations Practice Group. Rob regularly advises corporations, boards of directors and board committees in connection


with investigations, proxy contests and contested transactions. He has a broad litigation practice in the provincial superior courts, the federal courts and the Supreme Court of Canada, and regularly appears before provincial securities commissions. In both 2014 and 2015 Benchmark Canada recognized Rob as Canada’s Securities Litigator of the Year.

Christie Stephenson

Executive Director, Dhillon Centre for Business Ethics, UBC Sauder School of Business

Christie is the Executive Director of the Peter P. Dhillon Centre for Business

Ethics at the University of British Columbia’s Sauder School of Business. Prior to joining Sauder in 2016, she spent more than 15 years involved in socially responsible investing at Sustainalytics and NEI Investments (Ethical Funds), focused on corporate environmental, social and governance (ESG) risk evaluation and mitigation. She currently serves as a corporate reporting judge for the Chartered Professional Accounts of Canada, a governance committee member at BlueShore Financial, and a director of the Canadian Centre for International JusticeandPhilippeKirschInstitute.

Coro Strandberg

Principal, Strandberg Consulting

President of Strandberg Consulting, Coro Strandberg has over 25 years of experience coaching companies, governments and industry associations

on strategies to embed sustainability into business. She specializes in integrating sustainability into board governance, business models, corporate strategy, human resources, community investment, procurement and finance. Her 20 years of experience as a corporate director, includes as Director and Chair of the Board of Vancity Credit Union, where she helped establish a sustainability governance system. Coro conducted ground-breaking research for the Conference Board of Canada on the role of the Board in sustainability governance, developed the first standard for sustainable boards, advises boards and corporate secretaries on sustainability governance and is a faculty member of the Director’s College, training directors on CSR and the role of the board. For the UN Global Compact she is developing global guidance for corporate secretaries and governance committees on sustainability governance. She was recognized by Canada’s Clean50 as the top sustainability consultant in Canada in 2015 for her sustainability impacts.

Junaid Syed

Vice President, Technology, Nasdaq

Junaid is responsible for leading technology and product at Boardvantage now part of Nasdaq. He brings extensive experience in building

large-scale secure enterprise grade SaaS solutions. Before joining Boardvantage, Junaid was an architect at Thomson Learning where he designed a number of content and digital asset management systems. Junaid is a highly sought after expert on the topic of achieving enterprise-class security in the era of SaaS and mobile applications.

Junaid holds a Bachelor of Science in engineering from the University of Engineering and Technology, Lahore.

John Truzzolino

Director, Business Development, RR Donnelley

John is the Managing Director, Global Compliance Services for the Financial Services Division of RR Donnelley.

John has more than two decades of experience following U.S and Canadian compliance changes, analyzing their impact on financial reporting requirements and developing solutions to help issuers meet the changing regulatory environment.

John’s in-depth experience monitoring evolving global regulations, while working with marketing, business and product development, provide a platform for him to consult with businesses on the best solutions to bridge technology and regulatory requirements. John closely covers the following industry groups and has participated on various panel discussions hosted by the Society of Corporate Governance Professionals, National Institute of Investor Relations, Shareholder Services Association, FASB, AICPA, XBRL-US, XBRL International, Canadian Investor Relations Institute and the Canadian Society of Corporate Secretaries.

Anna Tudela

Vice President, Diversity, Regulatory Affairs and Corporate Secretary, Goldcorp Inc.

Anna Tudela has more than 30 years of experience working with public companies in the securities

and corporate finance areas, both in the United States and Canada. As Goldcorp’s Vice-President of Diversity, Regulatory Affairs and Corporate Secretary, she ensures that the organization is in compliance with all securities filing requirements. As Corporate Secretary she ensures that the Board has the proper advice and resources for



discharging its fiduciary duty and ensures that all records for Goldcorp and its subsidiaries are in order. Anna leads a team of corporate services coordinators, long-term incentive plan administrators and paralegals. She joined Goldcorp in 2005 and was actively involved in the subsequent acquisitions and/or mergers with Wheaton River Minerals and Goldcorp Inc.; Placer Dome Canada; Glamis Gold Ltd. and others.

In 2013, Anna was the recipient of the Peter Dey Governance Achievement Award and was recently named oneofWomeninMining’s(UK)100GlobalInspirationalWomen in Mining for 2016. She has also been recognized by the Association of Women in Finance, awardingherthehonourofChampionatthe2016PEAKAwards.

Arnaud Van Dijk

Senior Manager, Sustainability Services, KPMG

Arnaud has over 11 years’ professional experience in sustainability consultancy in the private sector. Before he joined

KPMGCanada,beginning2015,hewaswithKPMGin the Netherlands for 10 years and gained extensive experience with leading European companies and institutional investors on Environmental, Social and Governance (ESG) issues and disclosures. Arnaud is a memberofKPMG’sglobalexpertisegrouponsustainablefinance.

He holds a Master of Science degree in Business and Society Management and has a bachelor of Business Administration from the Erasmus University in Rotterdam, the Netherlands.

Kevin West

Founder, SkyLaw Professional Corporation

Kevinisaseniorcorporateandsecurities lawyer with more than 16 years of experience practicing in Toronto, New York and Australia.

Kevinhaslednumerouscorporatetransactions,includingmergers and acquisitions, financings, initial public offerings and joint ventures. He also has significant experience advising companies on corporate governance, disclosure and compliance issues.

KevinfoundedSkyLawin2010.Previouslyhewasapartner at Davies Ward Phillips & Vineberg LLP where he had a broad corporate practice and represented a number of foreign companies making acquisitions in Canada. Prior to joining Davies, he practiced with Sullivan & Cromwell LLP in New York and Sydney, Australia and clerked for Justice Binnie at the Supreme Court of Canada.

Kevinisactivelyinvolvedinthecommunity.Heworkswith many not-for-profit corporations, charities and social enterprises and leads several pro bono initiatives at SkyLaw.Kevinhasvolunteeredhistimewithanumberoforganizations, including as a partner with Social Venture Partners, as a director of Skills for Change and on the corporate governance committee of Project Canoe.


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Canadian Society of Corporate Secretaries 18th Annual Corporate Governance Conference30

Canadian Society of Corporate Secretaries 18th Annual Corporate Governance Conference

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The Institute of Corporate Directors is Canada’s only member-based association for directors and boards. With more than 11,000 members we deliver director-specific education, in-boardroom training, customized research, networking opportunities, thought leadership and advocacy.

To learn more about how the ICD can support your organization in optimizing its board performance, please visit the ICD booth today or go to icd.ca.

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Visit ICSA Canada at booth #16 for more information.

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Canadian Society of Corporate Secretaries 18th Annual Corporate Governance Conference34

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Enhancing the profile and practice of governance professionals

WHY DO GOVERNANCE PROFESSIONALS JOIN CSCS?FIVE REASONS TO JOIN CSCS

1. PROFESSIONAL DEVELOPMENT AND EVENTS CSCS offers 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, our 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, as well as access to relevant professional publications.

4. ADVOCACY In an increasingly complex regulatory environment, CSCS 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.

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

Amberly StraussManager, Membership & MarketingEmail: [email protected]

63%

37%

TOP INDUSTRIES OUR MEMBERS ARE FROM:Energy SectorFinancial ServicesGovernmentCrown CorporationsHealthcareNot-for-Profit OrganizationsReal EstateConstruction

OUR MEMBERS COME FROM:

63% Commercial Interest Organizations

37% Non- Commercial Interest Organizations

CSCS has members across Canada!



www.cscs.org/ega

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Canadian Investor Relations Institute

Institut canadien des relations avec les investisseurs Partners

Thank you to our sponsors for their generous support

Media Sponsors

Official Partner of CSCS

Printed Materials

Photo: Tourism Whistler / Mike Crane

Save the Date!August 20-23, 2017

St. John’s, NL

St. John’s Convention CentreDelta St. John’s | St. John’s, NL

The Canadian Society of Corporate Secretaries 19th Annual Corporate Governance Conference

governance in focus · 2016-08-16 · the conference, improve your overall experience and tailor...

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