Governance in Focus Whistler, BC • August 21-24, 2016

Photo: Tourism Whistler / Mike Crane

The Canadian Society of Corporate Secretaries 18th Annual Corporate Governance Conference The Fairmont Chateau Whistler | Whistler, BC | Aug 21-24, 2016 Canadian Society of Corporate Secretaries 2015-16 Board of Directors

Mary D. Batoff General Counsel and Corporate Secretary Torex Gold Resources Inc. ON Sunday, August 21, 2016

Carmel Bellamy Dear CSCS Delegate, Corporate Secretary and Senior Director, Governance, Member & On behalf of CSCS, welcome to the 18th Annual Corporate Governance Co-operative Relations Conference in beautiful Whistler, BC! The Co-operators Group Limited Guelph ON This onsite program will assist in guiding you through your next few days Brigitte K. Catellier with us so keep it handy. Vice President, Associate General Counsel & Corporate Secretary This year’s conference theme, Governance in Focus, brings together Sun Life Financial Inc. leading governance experts and practitioners to provide an up close look at Toronto ON governance today. We sincerely hope that you will find this event to be a valuable and informative learning opportunity. Misti Christensen Senior Manager Governance and We are pleased to also provide you with our conference event app: Assistant Secretary Nexen Energy ULC Guidebook. This app is meant to serve as your companion guide and AB provide all of the conference information you need to maximize your experience here with us. You will find the content of this onsite program, Meg Comiskey as well as the presentations and documentation that were submitted by Manager, Policy and Research and presenters, a list of your fellow delegates and more. Assistant Corporate Secretary Airport Authority This year, we have introduced a new color scheme to our name badge Richmond BC lanyards in order to encourage more local networking. By referring to the Alain Dussault legend on page 4, you will be able to seek out and identify colleagues in your Lawyer, Corporate Secretary`s region. We encourage you to also drop by the CSCS booth located in the Department Exhibitor Hall to meet the CSCS board members and network with your peers. Canadian National Railway Company QC 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 Glenn Keeling wearing “rosette” ribbons). You can usually find us at the registration desk Senior Partner, Executive Compensation and Governance or in the CSCS Booth. Global Governance Advisors Toronto ON 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 David Masse their time and expertise to our programming; and to all of our sponsors and Chairman, Canadian Society of partners – you make this event possible and our success is yours too. Corporate Secretaries Toronto ON Finally, as you experience the event, please take note for your conference Sally Maziarz survey. We appreciate all you have to say and use your feedback to plan Assistant Corporate Secretary future CSCS conferences, as well as other events. As an additional incentive, EPCOR Utilities Inc. we will draw from the completed evaluations for a FREE registration to our AB next annual conference to be held in St. John’s, NL, August 20 – 23, 2017!

Janis McKenzie Enjoy the conference! Treasurer, Canadian Society of Corporate Secretaries Lynn Beauregard ON President Lynn Beauregard President, Canadian Society of Tina Hutchinson Corporate Secretaries Director, Conference & Sponsorship Toronto ON

Canadian Society of Corporate Secretaries 2 18th Annual Corporate Governance Conference Table of Professional Accreditation Contents

The 2016 annual corporate governance conference program offers a total of 49.5 Hotel Flooplan 6 hours of Continuing Professional Development (CPD). Registrants may be eligible to Exhibitor Hall 7 complete up to 15.5 CPD hours. Program Details 8 Certain sessions at the conference will also offer attorneys an opportunity to Speaker Profiles 16 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 Corporate Features 27 conference. Detailed information will be available onsite. Sponsors 43 Save the Date 2017 44 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. Conference

If you have any questions relating to CPD hours or CLE credits, please see Letricia at a Glance Fullerton onsite or email her at [email protected]. Pre-Conference Sunday, August 21, 2016 • Golf and Optional Tours • First-timers’ Welcome Reception Charity of Choice: The Red Cross • Welcome Reception

Day One On May 3, 2016, massive wildfires triggered the largest fire-related evacuation in Monday, August 22, 2016 Alberta history with tens of thousands of people forced to leave their homes in more than 12 communities, including Fort McMurray. Urgent emergency services • Annual General Meeting were required to support individuals and families. • Keynote and Plenary Sessions • Roundtable Discussions The Canadian Society of Corporate • Free evening for delegates Secretaries (CSCS) is supporting the continued efforts of the Red Cross Day Two to help people affected by the fires Tuesday, August 23, 2016 in Alberta. With your support, we Support those CBC News Reith, Terry affected • Opening Plenary Session can help those affected by this by the fires • Concurrent Sessions: disaster recover from the effects in Alberta. • Track A: Leading Practices of the wildfire. in Governance REDCROSS.CA • Track B: The Board and Your donation will continue to the Corporate Secretary provide relief for those affected in the form of food, clothing, • Track C: Critical Issues in Governance shelter, personal services, and FUNDS RAISED WILL PROVIDE HELP TO THOSE AFFECTED BY THE FIRES IN ALBERTA. • Workshops other necessities to help assist with THE NEEDS ARE GREAT BUT YOU CAN • Casual Evening: Reception, recovery and resiliency. HELP MAKE A DIFFERENCE. Dinner and Entertainment You can make your donation now at: www.redcross.ca/CSCS Day Three Wednesday, August 24, 2016 On behalf of CSCS, and Red Cross, we would like to extend our heartfelt thanks • Closing Keynote Panel for your contribution. • Concurrent sessions

Canadian Society of Corporate Secretaries 18th Annual Corporate Governance Conference 3 Canadian Society of Corporate Secretaries 2016 Conference Lanyard Legend Committee

Alain Dussault Conference Chapter Colour Lawyer, Corporate Secretary’s Office Canadian National Railway Company Montréal QC Greater Vancouver Area Orange

David Masse Chairman, Canadian Society of Vancouver Island (Victoria) Goldenrod Corporate Secretaries Toronto ON Yellow Margaret Comiskey Assistant Corporate Secretary Vancouver Airport Authority Northern Alberta (Edmonton) Red Richmond BC

Brigitte K. Catellier Southern Alberta (Calgary) Burgundy Vice President, Associate General Counsel & Corporate Secretary Sun Life Financial Inc. Saskatchewan & Manitoba Green Toronto ON

Denise Wanner Southern Ontario (Greater Toronto Area) Royal Blue Director, Corporate Governance and Corporate Office Southwestern Ontario The Regina Exhibition Association Navy Blue Regina SK Eastern Ontario () Purple CSCS Staff Team Quebec & Atlantic Canada Black Lynn Beauregard, President

Tina Hutchinson, Director, The North and International White Conference & Sponsorship

Pamela Smith, Director, Governance & Board Relations First Time Amberly Strauss, Manager, Attendees Membership Engagement

Letricia Fullerton, Manager, Administration, Education & Special Projects

Senait Ghebru, Controller

Mable Zheng, Accounting Administrator

Seare Araya, IT Administrator

Canadian Society of Corporate Secretaries 4 18th Annual Corporate Governance Conference Lanyard Legend Onsite Essentials

Conference Chapter Colour Win a free pass to CSCS 2017 in St. John’s, NL This year the conference evaluation will only be made available electronically. Greater Vancouver Area Orange 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

Vancouver Island (Victoria) Goldenrod 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.

British Columbia Yellow 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. Northern Alberta (Edmonton) Red Follow Us! Southern Alberta (Calgary) Burgundy The conference is a Twitter-friendly event! We encourage you to tweet throughout the plenaries, Saskatchewan & Manitoba Green workshops, breakouts, Exhibitor Hall and all social programming! Our official hashtags are#GovConf2016 or #CSCS. Follow us @CSCSGovernance!

Southern Ontario (Greater Toronto Area) Royal Blue The CSCS Event App Southwestern Ontario Navy Blue 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. Eastern Ontario (Ottawa) Purple Android and iOS users: Get the app 1. If you have the Guidebook app downloaded already, skip to step #4. If you are a first time user with Quebec & Atlantic Canada Black 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.” The North and International White Alternatively, you can scan the QR Code you see here or Get our guide here: guidebook.com/g/cscs2016 3. 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.

Canadian Society of Corporate Secretaries 18th Annual Corporate Governance Conference 5 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

Empress Breakout Sessions Frontenac

Reception Woodland Terrace

Canadian Society of Corporate Secretaries 6 18th Annual Corporate Governance Conference Exhibitors Hall

Floorplan

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.

Exhibitor Booths

BOOTH # COMPANY NAME COMPANY NAME BOOTH # 1 Headshot Photographer Services Aprio 2 2 Aprio Broadridge 7 3 Center for Board Excellence Center for Board Excellence 3 4 Boardvantage CNW 10 5 Nasdaq Computershare 6 6 Computershare Diligent* Official partner of CSCS 14 7 Broadridge ICSA 16 9 TSX Trust Institute of Corporate Directors 20 10 CNW Kingsdale 11 11 Kingsdale Korn Ferry 17 12 RR Donnelley Laurel Hill 13 13 Laurel Hill Listed Magazine 19 14 Diligent* Official partner of CSCS Nasdaq | Boardvantage 4 & 5 16 ICSA Rotman School of Management 18 17 Korn Ferry RR Donnelley 12 18 Rotman School of Management TSX Trust 9 19 Listed Magazine Headshot Photographer Services 1 20 Institute of Corporate Directors

Canadian Society of Corporate Secretaries 18th Annual Corporate Governance Conference 7 Pre-Conference

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 Reception Catch up with your peers, enjoy the hors d’oeuvres Tourism Whistler/Mike Crane and beautiful mountain setting and a local, cultural presentation.

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!

Canadian Society of Corporate Secretaries 8 18th Annual Corporate Governance Conference Conference Program • Understanding potential legal and reputational risk exposure • Who is vulnerable? Monday, August 22 • What type of insurance coverage should be considered? • Prevention and mitigation measures 7:30 am – 8:30 am Macdonald DEF • Defining a response plan in case of an attack Breakfast in the Exhibitor Hall • After an attack: what is incumbent on the organization to do, to communicate, to whom 8:00 am – 8:45 am Macdonald ABC • What are the legal ramifications and proper due diligence in the case of a threat or attack? CSCS Annual General Meeting • Communication plan and managing the impact of an attack on the organization and its stakeholders 8:45 am – 9:00 am Macdonald ABC Opening Remarks Speakers: Robert Gordon, Executive Director, Canadian Cyber Threat Exchange (CCTX); 9:00 am – 10:15 am Ryan Kazanciyan, Chief Security Architect, Tanium, Inc. Opening Keynote: Chair’s Panel on the Evolving Junaid Syed, Vice President, Technology, Nasdaq Role of the Corporate Secretary Sponsored by: 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 11:45 am – 1:15 pm Macdonald DEF and director effectiveness, the processes that impact the Networking Lunch in the Exhibitor Hall overall quality of the governance of the organization, key practices that improve the quality of board and committee Visit our Exhibitor Hall to get more knowledge, share support, and the chair’s role in the corporate secretary’s experiences and challenges and discover how the various appointment, performance evaluation and succession products and services from our exhibitors can help you planning. and your organization. Moderator: Carol Hansell, Founder and Senior Partner, Hansell LLP 12:45 pm – 1:00 pm Macdonald DEF Speakers: Mary Jordan, Chair, Vancouver Airport Market Close with TSX Authority; Dick Auchinleck, Chair, Corporation; Margie Parikh, Board Director, On Governance Join us at the TSX Trust booth (#9) in the Exhibitor Hall for a live market close. Ceremony Sponsored by: and countdown will begin at 12:45 pm.

1:15 pm – 2:15 pm Macdonald ABC 10:15 am – 10:45 am Macdonald DEF Plenary Session: Key Trends and Updates in Networking Break in the Exhibitor Hall Corporate Governance Best Practices

10:45 am – 11:45 am Macdonald ABC Hay Group works in partnership with the Canadian Society Plenary Session: Guidance for Boards on of Corporate Secretaries (CSCS) to conduct an annual Cybersecurity and Information Governance: survey on “Best Practices in Corporate Governance”. In 2016, over 110 participants from companies all across What Can Organizations do to Get Cyber Ready Canada gave their opinions on the evolving corporate Cyber-attacks on Canadian businesses are, unfortunately, governance landscape and its effects on the organization a growing trend that is not going away anytime soon, and and executive compensation. This presentation will discuss that has made its way to the top of most board agendas. the results from the 2016 Best Practices in Corporate Organizations of all sizes and sector need effective strategies Governance Survey. Chris Chen will provide insights into to ensure they are prepared in the event of being targeted. executive pay practices, effectively mitigating risk and This session will address the key oversight activities that succession planning and assessments. boards and executive teams should be addressing in earnest in the event of a cyber-attack: Speakers: Christopher Chen, Senior Client Partner, Korn Ferry Hay Group

Sponsored by:

Canadian Society of Corporate Secretaries 18th Annual Corporate Governance Conference 9 2:15 pm – 2:45 pm Macdonald DEF Tuesday, August 23 Break in the Exhibitor Hall 7:30 am – 8:30 am Macdonald DEF 2:45 pm – 4:45 pm - Roundtable Discussions Breakfast in the Exhibitor Hall

Crown Corporation Issues 8:00 am – 8:15 am Macdonald ABC Teresa Budd, Associate, Watson Advisors Inc. Opening Remarks

Cyber Security 8:15 am – 10:30 am Macdonald ABC Robert Gordon, Executive Director, Canadian Cyber Threat Exchange (CCTX) Opening Plenary: Master Class in Ethics: Striking a Balance Between Rules and Principles

How Boards Should Address Ethics, Risks and Integrity In the wake of more corporate scandals, this session Sara Gelgor, Vice President, Enterprise Programs and examines the lessons that can be gleaned from corporate Chief Privacy Officer, Scotiabank Global Compliance; corruption and the dangers of navigating the grey zones Poonam Puri, Professor, Osgoode Hall Law School, of corporate ethics. York University • Is short-termism in the capital markets to blame for this trend? Not-for-Profit Organization Issues • What are the catalysts and what common threads Catherine Cummings, Executive Director, Canadian can be found across these examples? Corporate Counsel Association • What can boards and senior management do to safeguard their own organizations from the risk of Plain Language Disclosure going down that path? Catherine Gordon, President and Founder, • What do they need to create a strong culture and SimpleLogic Inc. framework of ethics? • What are the behaviors that boards need to be watchful of to mitigate the risk of going down the Private Firm Issues slippery slope of unethical corporate behaviour? Sylvia Groves, President and Creative Director, Governance Studio Panelists: Andrew Fastow, Former Chief Financial Officer, Enron Corporation;Dr. Richard Leblanc, Proxy Voting Associate Professor, Law, Governance & Ethics, Faculty of David Masse, Chairman, Canadian Society of Liberal Arts & Professional Studies, York University; Corporate Secretaries Mike Garvey, Consulting Partner, Ortus Strategies AG; Errol Mendes, Professor, Faculty of Law, University of Risk Management Ottawa John Fraser, Adjunct Professor, York University, Program Director, Schulich Executive Education Centre Sponsored by:

Subsidiary Governance Neil Puddicombe, Associate General Counsel and 10:30 am – 11:00 am Macdonald DEF Director of Subsidiary Governance, BMO Financial Group Networking Break in the Exhibitor Hall Board’s Role in Strategy Oversight Gigi Dawe, Principal Corporate Oversight and Governance, CPA Canada 11:00 am – 12:00 pm - Concurrent Sessions

4:45 pm

End of Day One

Free evening for delegates.

Canadian Society of Corporate Secretaries 10 18th Annual Corporate Governance Conference Frontenac B and key areas you need to be improving to increase your Track A: Leading Practices in Governance effectiveness as a governance leader in your organization Session 1A: A Case Study on Hostile Takeovers & Topics we will explore: M&A Deals • Evolving expectations and demands of the corporate secretary at the board, management and Given the new regulatory landscape, this session will shareholder level focus on developing a “playbook” for hostile takeovers • Empirical findings from Global Governance Advisors and M&A deals in general. Corporate Secretary Survey • Interactive discussion with prominent corporate • Learn the difference between the hostile offer secretaries that work in medium and large enterprises vs. proxy contest: what are the various change of control methods available. Speakers: Paul Gryglewicz, Senior Partner • New amendments to the CSA on the take-over bid Global Governance Advisors; Heather Laxton, Chief regime: what does it mean, what is the impact. Governance Officer, Corporate Secretary, Wesdome • Designing a hostile takeover – from the perspective Gold Mines Ltd.; Antonella Deo, Vice President and of the BIDDER (Unsolicited Offeror): Corporate Secretary, Manulife Financial o How to run a successful unsolicited tender offer. • Maneuvering through a hostile takeover – from the Frontenac A perspective of the TARGET (Issuer): o What are the options and defenses available to Track C: Critical Issues in Governance a target? Session 1C: Achieving Diversity and Inclusion Through o What can a targeted company anticipate and Recruitment, Policies, Processes and Measures how best to prepare. • Building a successful M&A tool kit: This session intends to provide key insights on: o Solicitation fees, tabulation projection reporting, • What is diversity and inclusion in the boardroom arbitrage activity, stock trading monitoring. • How to create and implement a framework to support a more diverse and inclusive board Speakers: Rob Staley, Partner, Bennett Jones LLP; • How to integrate a diversity strategy in the board Peter Buzzi, Managing Director, Co-Head Mergers succession plan, performance management and and Acquisitions, RBC Capital Markets; Dexter John, retention Executive Vice President, D.F. King Canada; • Using corporate governance processes to achieve Marcus Campbell, Vice President, Operations, diversity and inclusion D.F. King Canada • Pitfalls, traps and wins on creating and implementing a diversity framework Sponsored by:

Speakers: Stuart McKellar, General Counsel, Frontenac C Vice President Properties & Corporate Secretary, ATB Financial; Aaron Friedenthal, Assistant General Track B: The Board and the Corporate Secretary Counsel, ATB Financial 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

Canadian Society of Corporate Secretaries 18th Annual Corporate Governance Conference 11 Speakers: Bindu Dhaliwal, Associate General Counsel 12:00 pm – 1:30 pm Macdonald ABC & Director, Environmental, Social and Governance, BMO Lunch and Keynote Address: Cleaning Your Financial Group; Arnaud Van Dijk, Senior Manager, Cluttered Brain: A Field Guide to Productivity and Sustainability Services, KPMG; Catherine Gordon, Performance in a Hectic World President and Founder, SimpleLogic; John Truzzolino, Director Business Development, RR Donnelley; Speaker: Bruce Kirkby, Award-Winning Explorer, Brent Bergeron, Executive Vice President, Corporate Writer, Photographer Affairs and Sustainability, Inc.

A wilderness writer and adventure photographer, Bruce Sponsored by: Kirkby is recognized for connecting wild places with contemporary issues. A celebrated writer, Bruce is a regular Empress columnist for , the author of two bestselling books, and a multi-National Magazine Award Track B: The Board and the Corporate Secretary winner. His work has appeared in The New York Times, Session 2B: The Role of the Corporate Secretary in EnRoute, The Huffington Post, Explore and Canadian Establishing Effective Governance Practices Geographic, among other esteemed publications. Corporate secretaries today are increasingly considered With journeys spanning around the world, his to be gatekeepers - individuals whose integrity, accomplishments include the first modern crossing of independence and courage can both influence the Arabia’s Empty Quarter by camel, a descent of Ethiopia’s organization’s governance standards and help drive Blue Nile Gorge by raft, a sea-kayak traverse of Borneo’s the board towards the creation of a healthy and robust northern coast, and a coast-to-coast Icelandic trek. tone at the top. But are corporate secretaries properly Encouraging audiences to get out of their comfort zones, empowered to play this crucial role? This session will think creatively, and take calculated risks, his belief in look at these issues in detail and provide opportunity human potential is contagious. for discussion on the need to increase recognition of the role of corporate secretary and elevate the Sponsored by: position beyond passive record keeper to empowered governance champion.

Learning objectives include: 1. Understanding the critical role corporate secretaries 1:30 pm – 2:30 pm - Concurrent Sessions play in advancing governance in organizations Frontenac B 2. Establishing board administration practices that foster a governance culture Track A: Leading Practices in Governance 3. Overcoming obstacles

Session 2A: ESG Disclosure: Increased Pressure, Speaker: Heather Laxton, Chief Governance Officer, Increased Transparency, Increased Value? Corporate Secretary, Wesdome Gold Mines Ltd. The Environmental, Social and Governance landscape (ESG) is rapidly changing and companies are facing Frontenac C greater pressures from regulators, investors and society to Track C: Critical Issues in Governance be more transparent about their ESG disclosure. Session 2C: The Role of the Board in Special This session will focus on: Situations • Pressure from regulators: recent regulatory developments in Ontario and Canada relating to When the board has to consider a special situation ESG disclosure, and examples from other countries (M&A, privatization, spinoff, divestiture, etc.), directors that provide insights into possible reporting are asked to make difficult decisions under pressure. This developments here session will help you understand the role of the board • Pressure from investors: new research about how and of management in special situations that may have investors are using ESG information, what they a destabilizing effect on an organization, with a focus on want, and how that will change ESG disclosure how the board should prepare to make these decisions. • Pressure from other stakeholders: changing We will explore fiduciary duties, governance principles expectations that are affecting a company’s social and conflicts of interest. We will consider when a special licence to operate committee would be appropriate and when majority of • The company perspective: two public companies the minority shareholder approval and formal valuations share their insights and experience, and talk about are required under Multilateral Instrument 61-101. why they continue to build the business case for ESG

Canadian Society of Corporate Secretaries 12 18th Annual Corporate Governance Conference Learning objectives include: Frontenac A 1. Understanding fiduciary duties 2. When to have a special committee Workshop C: 3. Identifying potential conflicts Evaluating Board Performance: 4. How to prepare for board meetings From Inputs to Outcomes 5. How to manage disclosure issues 6. Determining what is the role of the board and of The traditional approach to board evaluations has management typically focused on governance inputs and how well 7. How and when to communicate the key changes to a board has adopted or adhered to best practices and your internal and external stakeholders guidelines. A shift from governance inputs to board outcomes can re-energize the annual board performance Speakers: Kevin West, Founder, SkyLaw Professional evaluation, delivering new insights and greater value in Corporation; Thierry Keable, General Counsel and the process. This is achieved by focusing on: Corporate Secretary, Whistler Blackcomb Holdings Inc.; Deborah Rosati, Corporate Director and Co-founder, • The board’s impact as opposed to isolated practices; Women Get On Board • The board’s value to your organization as a strategic asset; and, • The board’s contribution to organizational success in more tangible and relevant ways 2:30 pm – 3:00 pm Macdonald DEF Learning objectives include: Networking Break in the Exhibitor Hall 1. How to more meaningfully assess your organization’s governance effectiveness 2. How to instill more of a strategic and results- 3:00 pm – 5:00 pm - Concurrent Workshops based focus into the board’s work, bringing closer alignment with that of management. Empress A 3. How to successfully make the shift from your current Workshop A: approach to board evaluations Privacy and Compliance Risk: How Exposed is Your Board Speaker: John Dinner, President, John T. Dinner Board Governance Services; Carmel Bellamy, Corporate Secretary and Senior Director, Governance, Member & This session will be facilitated by a compliance and privacy Co-operative Relations, The Co-operators Group Limited 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 document and Frontenac B manage compliance risk, and whether your company is Workshop D: regulated or not the risk of litigation and class actions is increasing. How do you know if our compliance program The Stabilizer in the Boardroom: is truly “effective”? What are current challenges and Helping Steer the Board During Turbulent Times possible practical solutions to compliance issues? A CEO’s sudden departure or an unplanned turnover Speaker: Sara Gelgor, Vice President, Enterprise on the board doesn’t have to throw your board into Programs and Chief Privacy Officer, Scotiabank Global unchartered waters. How well a corporate secretary Compliance prepares for and supports board leadership can have an immediate effect on board sustainability and Empress B performance. Often corporate secretaries remain on Workshop B: boards far longer than either board or management Ethics Training: How to Do It Like a Pro leadership. This session explores how to take a pro-active approach to the development of the right governance 1. How to deliver effective and powerful compliance/ for the right time. The investment in governance ethics training to an organization systems, practices and tools will ensure your board can 2. How to ensure that such training will achieve the weather the storm of unpredictable change. objective of getting material issues brought to the board’s attention Learning objectives include: 3. The collateral benefits of good training 1. Assess your board’s readiness for leadership change 2. Identify the must-haves in governance systems, Speaker: Maryann Besharat, Director, Legal & practices and tools Compliance, Intact Financial Corporation

Canadian Society of Corporate Secretaries 18th Annual Corporate Governance Conference 13 3. Enhance your contribution to your board during Wednesday, August 24 change 4. Prepare for change and how to educate and 7:30 am – 8:30 am Macdonald DEF & Foyer onboard new leadership – quickly and effectively Breakfast Speaker: Teresa Budd, Associate, Watson Advisors Inc. 8:30 am – 8:45 am Macdonald ABC Conference Recap and Closing Remarks Frontenac C

Workshop E: 8:45 am – 10:00 am Macdonald ABC The Role of the Board in Panel: Board and Director Effectiveness: Risk Management Oversight Challenges, Practices and Principles that are It is incumbent on executives and board members to Shaping Today’s Boardroom get a better understanding of the theory of enterprise What makes a board effective? How can directors add risk management (ERM) and to ensure sound risk more value to their boards and organizations? This management processes are in place in their organizations illustrious panel comprised of two of Canada’s most – that is their accountability and regulators are starting seasoned governance gurus and a senior executive and to emphasize this. corporate secretary, will explore the top issues on the board agenda and what to do in order to stay on top This session will focus on: of key factors that can impact and challenge even the • What is enterprise risk management? strongest governance structures. • Enterprise risk management methodologies • How the board can assess whether management is Speakers: David Beatty, Professor, The Rotman School doing an adequate job of Management and Conway Director, Clarkson Centre • The chief risk officer role, accountability for board for Business Ethics and Board Effectiveness; Peter oversight, the audit committee, the risk committee Dey, Chair, Paradigm Capital Inc.; Anna Tudela, Vice • Overview of the board’s role and internal audit. President, Diversity, Regulatory Affairs & Corporate Secretary, Goldcorp Inc. Speaker: John Fraser, Adjunct Professor, York University, Program Director, Schulich Executive Education Centre 10:00 am – 11:30 am - Concurrent Sessions

Frontenac B 6:30 pm – 11:00 pm Macdonald ABC & Foyer Track A: Leading Practices in Governance Closing Reception, Dinner and Entertainment: Session 3A: Moving the Shareholder Meeting 80’s Theme Party Online: Electronic Distribution, Voting and Virtual The 80’s was full of loud colors, extreme fashion, and Shareholder Meetings sky-high hair. CSCS wants to bring this 80’s nostalgic back as the theme of our Tuesday casual night. The Companies in the US are taking their shareholder best part of an 80’s party is of course dressing the meetings virtual. Some are eliminating in-person meetings part. There are tons of fashion fads that scream 80’s: altogether. Others let shareholders choose how they legwarmers, spandex, dark sunglasses, side ponytails, attend. Join us to learn about virtual meetings and how high tops, excessive rubber bracelets, fingerless gloves, the US experience could be translated to Canada. male earrings, shoulder pads… and the list continues. Get ready with your best 80’s outfit because we will How does a virtual shareholder meeting work? Get have contests and prizes for the evening. answers to such questions as: • How many shareholders are likely to attend? • How are questions from shareholders handled? • How is voting handled at the meeting? How many votes can I expect to receive? • What has been the experience and acceptance in the United States, where virtual shareholder meetings have been held since 2009.

Canadian Society of Corporate Secretaries 14 18th Annual Corporate Governance Conference • What is the legal framework in Canada? Can Frontenac A companies hold virtual meetings in Canada? If so, Track C: Critical Issues in Governance what should you do to get ready to hold a virtual shareholder meeting. Session 3C: Building a Subsidiary Governance • What is the company’s experience? We will hear Framework from a representative from a company that has held a virtual meeting in the US. They will explain This session will focus on: why they did it, what the reaction was. 1. Creating a subsidiary governance framework - how to get started and considerations such as: Finally, we will learn about how and when VSMs could • Models for subsidiary governance frameworks be rolled out in Canada and how you can start thinking • Piercing the corporate veil about if a virtual shareholder meeting is right for your • The role of the subsidiary director in the group company and shareholders. framework • The role of the independent non-executive Speakers: Andrew J. MacDougall, Partner, Osler, Hoskin director & Harcourt LLP; Cathy Conlon, Vice President, Business • The role of nominee directors Development, Broadridge Financial Solutions, Inc. • Can management directors be “independent” • Managing related party transactions Sponsored by: • The role of culture and tone at the top in subsidiary board governance • Indemnities for directors and officers Macdonald ABC • Role of the corporate secretary in subsidiary governance Track B: The Board and the Corporate Secretary 2. Risk management - considerations when approving Session 3B : The Corporate Secretary’s Role in CSR the creation of new legal entities and Sustainability Governance: A New Mandate 3. Risk Management - considerations when acquiring large corporate groups This session will focus on: 4. How to promote adequate parent company • Understand the drivers of the new corporate oversight over the subsidiary network secretary mandate in sustainability governance 5. Latest developments in case law • Learn about the legal corporate governance context which is contributing to this business imperative Speakers: Neil Puddicombe, Associate General • Hear about how one board is responding to this Counsel and Director of Subsidiary Governance, BMO trend and the role the corporate secretary is playing Financial Group; Brigitte K. Catellier, Vice President, to enhance board effectiveness in this area Associate General Counsel & Corporate Secretary, Sun • Be informed of options and practices a corporate Life Financial Inc.; Poonam Puri, Professor, Osgoode secretary can pursue to enhance board sustainability Hall Law School, York University; Charles Canfield, oversight and create value for the organization Principal Corporate Governance Officer, Environment, Social & Governance Department, International Finance Speakers: Coro Strandberg, Principal, Strandberg Corporation, World Bank Group 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)

Canadian Society of Corporate Secretaries 18th Annual Corporate Governance Conference 15 Speaker Profiles 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 Dick Auchinleck enhance board/director performance and effectiveness. Chair, TELUS Corporation She also oversees effective communication, engagement and relations with The Co-operators member Dick was employed by Gulf Canada organizations and co-operative affiliates. Carmel recently Resources Limited for 25 years, served two terms as a Trustee on The Co-operators retiring in 2001 as President and Retirement Plan; a defined contribution plan with over Chief Executive Officer after the $900 million in assets for its 6,945 members. The Co- sale of the company to Conoco Inc. Since then, Dick operators Group Limited is a Canadian co-operative with has held numerous board positions including Crown, more than $40 billion in assets under administration. not-for-profit, private and public corporations. He has Through its group of companies it offers home, auto, life, been a director of TELUS Corporation since 2003 and is group, travel, commercial and farm insurance, as well as currently the Chair of the Board. Dick is also a director of investment products, and is well known for its community ConocoPhillips, a U.S. energy company, and has held the involvement and its commitment to sustainability. role of Lead Director for the last 10 years. Brent Bergeron Dick has a Bachelor of Applied Science (Chemical Engineering) from the University of British Columbia. He Executive Vice President, Corporate Affairs is a member of the Association of Professional Engineers and Sustainability, Goldcorp Inc. and Geoscientists of Alberta, Tapestry Lead Director Network, the National Association of Corporate Directors Brent joined Goldcorp in November and Institute of Corporate Directors. 2010 and was appointed Executive Vice President of Corporate Affairs and Sustainability in January 2015. Prior to joining Goldcorp, David Beatty he served as a senior executive with international Professor, The Rotman School of experience in the fields of construction and infrastructure Management and Conway Director, development, broadcast and media. Over the course Clarkson Centre for Business Ethics and of his career he has worked throughout Africa, North, Board Effectiveness South and Central America. Brent leads the development and implementation of Goldcorp’s corporate affairs Over his career, David has spent a and sustainability programs, including environmental decade managing one of North America’s largest food stewardship, community relations, social responsibility, companies and has served on 39 different boards of government relations, communications and country directors and been chairman of 9 public companies. risk. He is a member of the Boards of Directors of the Currently, he serves on the board of Colliers International Canadian Chamber of Commerce, the Canadian Council and on the boards of privately held Canada Steamship of the Americas, the Mining Association of Canada, the Lines and City Financial in London. David was the Quebec Mining Association and the Boreal Leadership founding Managing Director of the Canadian Coalition Council. He also serves as a member of the Executive for Good Governance (2003-2008). As well, David was Steering Committee for the Responsible Gold Standard the creator of the Directors Education Program (DEP) and Initiative at the World Gold Council. Brent holds a continues to oversee the curriculum. He is Senior Advisor Bachelor of Arts (Economics) and a Masters of Arts to McKinsey & Co. on governance and joint ventures. (Economics) from Carleton University and speaks five languages. In 1994 he was made an Officer of the Most Excellent Order of the British Empire for his services to Papua Maryann Besharat New Guinea, and in 2013 he was inducted into the Director, Legal and Compliance, Intact Order of Canada. Financial Corporation

Carmel Bellamy Maryann is Director of Legal and Corporate Secretary and Senior Director, Compliance at Intact Financial Governance, Member & Co-operative Corporation. She is responsible for Relations, The Co-operators Group Limited providing legal services and solutions-oriented advice relating to a broad range of legal issues including: Carmel provides strategic and insurance, corporate governance, compliance, privacy, operational governance leadership to ombudsman, risk management, contracts, procurement, The Co-operators Group Ltd. Board of Directors and the IT/IP, and employment matters. Maryann provides Committees of the Board. In this role, she is accountable pragmatic advice regarding strategic initiatives and she

Canadian Society of Corporate Secretaries 16 18th Annual Corporate Governance Conference oversees interactions with several regulatory bodies. In Peter has a Bachelor of Applied Science in Systems Design addition, she is responsible for managing all aspects of Engineering from the University of Waterloo and a Master Intact’s privacy and whisteblower programs. Maryann has of Business Administration from the Harvard Business developed and delivered several successful national ethics School. Peter is a member of the firm’s Canadian Investment training campaigns for Intact. Banking Management Committee and is Chairman of the firm’s Canadian Opinion Review Committee. Prior to her role at Intact, Maryann was in private practice at Borden Ladner Gervais LLP, where she practised Marcus Campbell Corporate Commercial Law and focused on Mergers and Acquisitions, Marketing and Advertising Law, Consumer Vice President, Operations, D. F. King Canada Protection and Privacy Law. Marcus has a wealth of experience in Maryann serves on several committees and is the co- corporate finance with a passion for chair of the Intact United Way Leadership Campaign. She advising clients on matters pertaining to is also the chairperson of the Womentum program at proxy solicitation, corporate governance, Intact and is the chairperson of the Insurance Bureau of mergers and acquisitions and shareholder activism in Canada’s Privacy Working Group. Canada, the U.S. and globally. Since joining D. F. King Canada, Marcus has acted as operational lead providing Maryann obtained her Bachelor of Arts from York clients with strategic consultation on some of the highest University in 2001 and her Bachelor of Laws from the profile proxy fights and transactions in Canada, including University of Windsor in 2005. She was called to the Agrium’s successful board defense against Jana Partners, Ontario Bar in 2006. Canadian Tire’s successful acquisition of Forzani Group Ltd., BCE Inc.’s 4 billion dollar acquisition of Bell Aliant Inc., among many others. Teresa Budd Associate, Watson Advisors Inc. In addition to Marcus’ experience in the proxy solicitation and mergers and acquisitions arenas, Marcus has strong Teresa is a governance lawyer ties and relationships within the institutional and retail at WATSON with over 15 years investor community and is a trusted point of contact for experience in governance and law sourcing critical intelligence from an issuer’s shareholder working with private and public base. Prior to joining D. F. King Canada, Marcus acted as companies, crown agencies, municipal corporations, Director, Client Management at a national competitor. member-based organizations, regulatory bodies and not-for-profit organizations. Teresa conducts governance Charles Canfield reviews, board evaluations, corporate secretarial practice assessments and supports multiple boards as part of Principal Corporate Governance Officer, WATSON’s outsourced corporate secretarial services. Environment, Social and Governance Prior to WATSON, Teresa was a partner at Blake, Cassels Department, International Finance & Graydon LLP, practicing as a corporate finance and Corporation, World Bank Group business lawyer. She has a Bachelor of Arts from the University of British Columbia and a Bachelor of Laws Charles has a Bachelor of Science in from the University of Western Ontario. Accounting from Elmhurst College, and a Juris Doctor with a concentration in international law from Northwestern Peter Buzzi University. Charles is a Certified Public Accountant and a Chartered Global Management Accountant. He has over 20 Managing Director and Co-Head of years professional experience in accounting, consulting and Mergers and Acquisitions, RBC Capital law, with 11 years of that spent in the emerging markets of Markets the former Soviet Union, East Asia and the Pacific. Charles has assisted companies in these jurisdictions implement Peter joined RBC Capital Markets international best practices of corporate governance, and in 1986 and has advised numerous advised on draft legislation/regulations in ten separate Canadian and international companies on a broad countries. He has extensive experience advising enterprises range of merger and acquisition transactions with on accounting issues, internal control systems and internal particular emphasis on public takeovers and mergers, audit functions and other issues related to corporate financial restructurings, going private and related party governance. Charles is the main architect of the IFC’s transactions. Peter has recently advised, among others, Advanced Corporate Governance Methodology and the Tim Horton’s on its sale to Burger King Worldwide, IFC Fund Governance Methodology. In addition, he has SNC-Lavalin on its sale of AltaLink to Berkshire Hathaway experience as an auditor and tax advisor with international Energy and Shoppers Drug Mart on its sale to Loblaw’s. accounting firms, along with legal experience as a corporate and securities attorney.

Canadian Society of Corporate Secretaries 18th Annual Corporate Governance Conference 17 Brigitte K. Catellier Cathy Conlon Vice President, Associate General Counsel Vice President, Business Development, and Corporate Secretary, Sun Life Financial Broadridge Financial Solutions, Inc. Inc. Cathy Conlon is responsible for In December 2015, Brigitte joined strategy and business development Sun Life Financial in Toronto as Vice- for Broadridge’s $2.0 billion Investor President, Associate General Counsel and Corporate Communications Solutions division. She designs, supports Secretary. Prior to this, she was Corporate Secretary and and drives on-going strategic plans for the business unit Head of Governance of HSBC Bank Canada in Vancouver. that result in a portfolio of growth opportunities. During From 2004 to 2013, she was Vice-President, Legal Affairs her tenure at Broadridge (ADP), Cathy gained roles of and Secretary of Astral Media in Montreal. Before joining increasing seniority, including in the areas of business Astral, she was Corporate Secretary of Alimentation development for the corporate issuer business; new Couche-Tard. Before this, she was Senior General Counsel product development, strategic marketing; and strategic and Associate Secretary of Canadian National Railway development Cathy was responsible for the development Company for six years. She started her career in private and implementation of the Virtual Shareholder Meeting practice at Norton Rose Fulbright, where she specialized platform and is an expert in the use of virtual meetings in corporate securities for close to ten years, progressing for public company annual meetings. Prior to joining to partner level. During that time, she was Corporate Broadridge (ADP), Cathy was a Director with the Franklin Secretary of Culinar for three years. Templeton Mutual Fund Companies’ Quantitative Equity Division. Before that, she worked at E.F. Hutton’s Brigitte obtained her Bachelor of Civil Law and Bachelor Equity Research Division, and Drexel Burnham Lambert’s of Laws degrees from McGill University (National Quantitative Research Department. Cathy graduated cum Program) in 1988 and was admitted to the Quebec Bar laude from Catholic University in Washington DC with a in 1989. She is a Fellow of the Institute of Chartered Bachelor of Arts in Economics and a Master’s Degree in Secretaries and Administrators. She is a member of the Finance. Board of Directors of the Canadian Society of Corporate Secretaries. She obtained the designation of Certified In- Antonella Deo House Counsel –Canada (CIC.C). Vice President and Corporate Secretary, Manulife Financial Christopher Chen Senior Client Partner, Korn Ferry Hay Group As Vice President and Corporate Secretary Antonella is responsible Christopher is Senior Client Partner for the corporate secretarial function and Canada Practice Leader for at Manulife. She is also responsible for the shareholder Executive Pay and Governance. services, corporate insurance management and subsidiary He advises clients on supporting governance functions. Prior to joining Manulife, Antonella stakeholder value through effectively aligning was Head of the Subsidiary Governance Office at RBC organizational strategy to executive compensation. (2004 to July 2013), where she led an award-winning Christopher has worked extensively with private and global team of governance professionals. From 2001- public sector clients across Canada in all aspects of 2004 she was Senior Counsel at RBC supporting the executive pay and governance including compensation Treasury group with responsibility for RBC’s corporate strategy, competitive benchmarking and incentive design. finance program. As a former lawyer and in-house advisor, he brings deep technical and industry expertise to his clients. Prior to joining RBC, Antonella was a corporate/ securities lawyer at Torys LLP where she was a member Prior to joining Hay Group, Christopher consulted for of Manulife demutualization legal team. She had primary Willis Towers Watson, practiced law (tax, employment responsibility for Manulife’s initial public offering in Asia and pension) at Hicks and at Deloitte LLP. In house, he and worked with local regulators to develop the foreign was Tax Counsel and then Director of Compensation at listing requirements for the Hong Kong and Philippines CIBC. He is a frequent presenter and commentator on stock exchanges. compensation issues at professional conferences, national television and in print. 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.

Canadian Society of Corporate Secretaries 18 18th Annual Corporate Governance Conference Peter Dey John’s hands-on, board work focuses on helping clients develop and benefit from leading-edge governance practices, Chair, Paradigm Capital Inc. including board, committee and director effectiveness evaluations, director recruitment, board education, meeting Peter is currently the Chairman of effectiveness and best practices, information management Paradigm Capital Inc. He was most and decision-making. He knows and understands the needs recently a Partner of Osler, Hoskin & of directors and other organizational leaders first-hand. Harcourt LLP specializing in corporate board issues and mergers and acquisitions. Prior to this role, he was Chairman of Morgan Stanley Canada Limited and Andrew Fastow involved in developing the Canadian investment banking Former Chief Financial Officer, Enron business and the overall strategic direction of Morgan Corporation Stanley in Canada. Peter has been a director on the boards of a number of public companies and currently is a director Andrew Fastow was the Chief of Goldcorp, Granite REIT and Gran Tierra Energy. Financial Officer of Enron from 1998 – 2001. In 2004, he pled guilty to two Peter attended Queen’s University where he earned his counts of securities fraud, and was sentenced to six years Bachelor of Science in 1963 and Dalhousie University where in federal prison. He completed his sentence in 2011, he earned his Bachelor of Laws degree in 1966. He received and currently provides litigation support at a law firm his Master of Laws degree from Harvard University in 1967. and consults with Directors and management of public companies on how best to identify potentially critical Bindu Dhaliwal finance, accounting, compensation, and cultural issues. Associate General Counsel & Director, Since his release from prison, Andrew has been a guest Environmental, Social and Governance, lecturer at universities and corporations, and at conferences BMO Financial Group for management, corporate directors, attorneys, accountants, and certified fraud examiners. Andrew was Bindu is Associate General Counsel recently keynote speaker at the United Nations’ Principles & Director, Environmental, Social of Responsible Management Education Conference, the and Governance (ESG) for BMO Financial Group. Bindu FBI’s Advanced Financial Crimes Seminar, and the Financial is responsible for: BMO’s sustainability performance Times’ Outstanding Directors Conference. disclosure; identifying and evaluating emerging ESG issues; and, engagement activities with the investor and Andrew received a Bachelor of Arts in Economics and NGO community on sustainability matters. Bindu is a Chinese from Tufts University and a Master of Business frequent speaker on sustainability trends in the financial Administration in Finance from the Kellogg Graduate services sector, social finance and diversity in the legal School of Management at Northwestern University. Prior profession. Prior to her current role Bindu supported the to joining Enron, he was a Senior Director in the Asset Wealth Management lines of business. Securitization Group at Continental Bank N.A. Prior to joining BMO, Bindu worked a major Canadian law firm and clerked at the Ontario Court of Appeal. John Fraser Bindu has a Bachelor of Laws from Queen’s University Adjunct Professor, York University, and recently completed a graduate program in Social Program Director, Schulich Executive Innovation at the University of Waterloo. Education Centre

John Dinner John Fraser is the former Chief Risk President, John T. Dinner Board Officer of Hydro One Networks Inc. He has over 30 years of experience in the risk and control Governance Services field, in areas such as finance, fraud, derivatives, safety, environmental, computers and operations. He teaches a John Dinner is President of John T. Master’s degree course on Enterprise Risk Management Dinner Board Governance Services, at York University, and is on the faculty of The Directors a leading Canadian consulting College. He is a recognized authority on enterprise risk firm focused on corporate governance and board management, and has co-authored several academic effectiveness. For more than 20 years, John has been papers and two university text-books on enterprise helping boards across sectors and across Canada improve risk management. John is a Fellow of the Institute of their performance and contribute in tangible ways to Chartered Accountants of Ontario (FCA) and a Fellow of the success of the organizations they oversee. Board the Chartered Professionals Accountants (FCPA). In 2014, members and organizational leaders value John’s depth of John received the Canadian Institute of Internal Auditors’ experience, relevant insights, practical approach and his Lifetime Achievement Award. ability to facilitate needed governance change.

Canadian Society of Corporate Secretaries 18th Annual Corporate Governance Conference 19 Aaron Friedenthal Sara is a lawyer, and holds a Bachelor of Arts from the University of Toronto, a Bachelor of Laws from Queen’s Assistant General Counsel, ATB Financial University, a Master of Laws in international law from the University of Cambridge, a Master of Business Aaron joined ATB Financial in 2006 as Administration from the Rotman School of Management Legal Counsel and has assumed more at University of Toronto, and the ICD.D designation senior roles within ATB’s Legal Services from the Institute of Corporate Directors. She has also department. Aaron was appointed successfully completed the Osgoode Certificate in Assistant General Counsel in July 2015. In that role he Regulatory Compliance & Legal Risk Management for leads a team of lawyers who are focused on serving Financial Institutions. Sara is a past lecturer at Queen’s their internal partners’ business needs in delivering Faculty of Law and the Rotman School of Management. financial services to ATB’s customers. He also provides She is active in community service and is former Director governance support to ATB’s General Counsel, the ATB of Toronto Hydro and the Governing Council Business Board of Directors and the Boards of ATB’s Investor Board, University of Toronto. 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. Robert Gordon Executive Director, Canadian Cyber Threat Mike Garvey Exchange (CCTX) Consulting Partner, Ortus Strategies AG Bob is the Executive Director, Canadian Mike graduated from the Cyber Threat Exchange (CCTX) where University of Waterloo and joined he has organizational responsibility to PricewaterhouseCoopers in 1969. He deliver cyber threat information services and lead all cyber retired in 2006 as an Audit Partner. intelligence engagements and research activities. Most From 1995 to 2005, he developed and managed the recently, Bob was a Director, Global Cyber Security at Firm’s practice in Cuba. He joined Ortus Strategies AG CGI. Prior to this, he enjoyed a long and successful career (formerly FGI Europe AG) in 2011. in the Federal Government which included being the architect of Canada’s Cyber Security Strategy. Throughout his career, he has volunteered his time to a number of organizations, including chairing the Boards Bob has had a unique career in Canada’s security, of The Donwood Institute, the University of Waterloo, intelligence and law enforcement organizations: Public The Michener Institute of Applied Health Sciences, the Safety Canada, Communications Security Establishment, Friends of Ontario Universities and Hospital Diagnostic Canadian Security Intelligence Service, and the Royal Imaging Repository Services. He has chaired many audit Canadian Mounted Police. He has had executive committees since 1983, including three public companies responsibility for science and technology, IM/IT and during the past ten years. He serves as Executive internal security programs (personnel, physical and Chairman of Kelvin Storage Inc. information technology). He has also provided operational leadership in investigating and analyzing the full range of Mike is a Fellow of the Institute of Chartered Accountants threats to the security of Canada. of Ontario (FCA) and a Fellow of the Chartered Professionals Accountants (FCPA) and holds the ICD.D Bob played a significant role in shaping the security designation from the Institute of Corporate Directors. policies and programs within and across these entities. His leadership responsibilities included engaging with international allies and the private sector to build effective Sara Gelgor and meaningful partnerships on cyber security. Vice President, Enterprise Programs and Chief Privacy Officer, Scotiabank Global Catherine Gordon Compliance President and Founder, SimpleLogic Inc. Sara Gelgor is Vice President, Enterprise Catherine is President and Founder Programs Compliance & Chief Privacy of SimpleLogic Inc., a Toronto-based Officer at Scotiabank. Sara leads a team responsible for, firm that has been bringing clarity among other things, anti-bribery/anti-corruption, privacy, to business communication and ethics and business conduct, outsourcing, regulatory disclosure documents since 1997. affairs, and regulatory compliance management. Prior to assuming this role Sara was the Chief Compliance One of North America’s first plain language consultants, Officer and Ombuds Liason Officer for ScotiaLife Financial, Catherine is a frequent speaker on the simplification Scotiabank’s Canadian insurance business.

Canadian Society of Corporate Secretaries 20 18th Annual Corporate Governance Conference of complex information, an advisor to regulators Dexter John and industry organizations, and consultant to many Executive Vice President, D. F. King Canada public companies in Canada and the United States. Catherine has an honours degree in English literature Dexter has over 15 years of experience and has completed the ICSA Directors’ Education and in capital markets, spending over Accreditation Program (Acc.Dir). She is a member of the six years in structured finance in International Corporate Governance Network (ICGN), the which he executed over $4 billion in Canadian Society of Corporate Secretaries (CSCS), and transactions. Dexter brings with him a strong knowledge the Canadian Investor Relations Institute (CIRI). of corporate law and a thorough understanding of the financial markets. Prior to joining D. F. King Canada, Paul Gryglewicz Dexter held the Executive Vice President & General Senior Partner, Global Governance Advisors Counsel position at a national competitor. Dexter has worked on a number of Canada’s largest M&A Paul Gryglewicz is a Senior Partner at transactions as well as proxy fights. Dexter also brings Global Governance Advisors. As head with him a strong background in the areas of corporate of GGA’s Canadian operations he is governance. a key member of the firm’s senior leadership team. He engages with boards and senior Dexter has successfully completed the directors’ management advising them in the areas of executive education program offered by the Institute of Corporate compensation, human resource strategy and corporate Directors (ICD) in partnership with the Rotman School of governance. Paul’s work incorporates leading edge Management, University of Toronto and holds the ICD.D governance practices, mitigates risk and educates key designation. Dexter is currently a director of Partners REIT stakeholders on sophisticated compensation systems. 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 Carol Hansell Associate, focusing on the public equities market with Founder and Senior Partner, Hansell LLP emphasis on mergers and acquisitions. In addition, Dexter also has regulatory experience through his tenure at The Senior Partner of Hansell LLP, the Investment Dealers Association, Ontario Securities Carol Hansell has spent more than Commission and the Toronto Stock Exchange. 25 years leading major transactions for public and private corporations Mary Jordan and governments. She now leads an independent firm dedicated to advising boards, management teams, Chair, Vancouver Airport Authority institutional shareholders and regulators in connection with legal and governance challenges. She is regularly Mary’s background is in the airline engaged in connection with special committee mandates, and transportation industry, with board investigations, governance design and reviews and senior management roles in human shareholder engagement matters. Carol is also a principal resources, finance and international with Hansell McLaughlin Advisory Inc., which, together operations, with extensive experience in the areas of with Hansell LLP, delivers integrated legal, governance, strategy development, customer service, transformational government relations and communications advice. change management and executive compensation. She is a dual citizen who has worked in both the US Carol has served on boards of organizations across and Canada. She has held senior executive positions at a variety of sectors – public companies, Crown American Airlines, Canadian Airlines and Air Canada corporations, financial institutions, healthcare, not-for- and was president of Wings West Airlines (American profit and arts organizations. She currently serves on the Eagle), and president of Canadian Regional Airlines. She boards of Munich Reinsurance Company of Canada, the served as Provincial Executive Director of the BC Centre International Corporate Governance Network, and the for Disease Control. Most recently, she was Executive American College of Governance Counsel. She is the Vice President Human Resources and Communications Chair of the Ontario Business Law Advisory Council and at Laidlaw International in Illinois. She is currently Chair serves on the Nominating Committee of the Ontario of the Board of the Vancouver Airport Authority and Registered Pension Plan Administration Corporation. She a Director of Superior Plus Corporation, Coast Capital is a Fellow of the Institute of Corporate Directors and the Savings and Timberwest Forest Products. A recipient of American College of Governance Counsel. 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.

Canadian Society of Corporate Secretaries 18th Annual Corporate Governance Conference 21 Ryan Kazanciyan and securities regulation experience with a focus on the mining sector in Canada, Europe, Russia and West Chief Security Architect, Tanium, Inc. Africa. She has served in several senior management and executive roles for companies listed on the Toronto Ryan Kazanciyan is the Chief Security Stock Exchange, TSX Venture Exchange, London - AIM Architect for Tanium, and has thirteen and NYSE AMEX. She is currently Corporate Secretary years of experience in incident with Wesdome Gold Mines Ltd., and prior to that, she response, forensic analysis, and was Corporate Secretary with Kirkland Lake Gold Inc., security assessments. Ryan oversees Tanium’s Endpoint Chief Governance Officer and Corporate Secretary with Detection and Response team, and helps develop the Northern Gold Mining Inc., Governance Manager and strategy and roadmap for Tanium’s security suite. Prior to Company Secretary with European Goldfields Ltd., and joining Tanium, Ryan led investigation and remediation Governance Manager and Corporate Secretary with efforts at Mandiant, where he spent six years working High River Gold Mines Ltd. During her career, she has with dozens of Fortune 500 organizations impacted by worked extensively with boards and senior management targeted attacks. Ryan has trained hundreds of incident teams on both simple and complex governance matters, response practitioners as instructor for Black Hat and the and has led the evaluation, design, implementation FBI’s cyber squad. He is a frequent speaker at industry and monitoring of governance programs for several events around the world, including RSA, Black Hat, and junior mining companies. Heather began working as DEFCON, and is a co-author of “Incident Response and a professional law clerk in multi-national law firms Computer Forensics,” 3rd Edition (2014). including Torys LLP and Smith Lyons LLP. She obtained an honours diploma from the Law Clerk Program at Seneca Thierry Keable College and completed the Canadian Securities Course General Counsel and Corporate Secretary, (CSC) in 2000. Whistler Blackcomb Holdings Inc. Richard Leblanc Thierry is General Counsel and Associate Professor, Law, Governance & Corporate Secretary of Whistler Blackcomb Inc., the operator of the Ethics, Faculty of Liberal Arts & Professional largest four season resort in North America. Prior to Studies, York University trading his suits and ties for ski boots in 2014, Thierry advised issuers on strategic, disclosure and governance Richard is one of Canada’s leading issues relating to transactional and other special matters experts on corporate governance with Osler, Hoskin & Harcourt LLP and Farris, Vaughan, and accountability. He is an award-winning teacher, Wills & Murphy LLP. Thierry will offer his perspective on researcher, lawyer, public speaker, consultant and preparing for and managing special situations. 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” Bruce Kirkby award; received a teaching award as one of the top Award-Winning Explorer, Writer, five university teachers in Ontario; and was named in Photographer Canadian Who’s Who.

A wilderness writer and adventure Richard brings to business and professional audiences photographer, Bruce Kirkby is a depth of information from his extensive research and recognized for connecting wild places work with over 150 organizations; and from his training, with contemporary issues. With journeys spanning assessment and development of over 1,000 directors around the world, his accomplishments include the first and managers. He is engaging, dynamic and personable. modern crossing of Arabia’s Empty Quarter by camel, a Because of his work with leading companies and current descent of Ethiopia’s Blue Nile Gorge by raft, a sea-kayak research, Richard is always on the cutting edge of traverse of Borneo’s northern coast, and a coast-to-coast emerging global developments. Icelandic trek. Encouraging audiences to get out of their comfort zones, think creatively, and take calculated risks, Carol Liao his belief in human potential is contagious. Assistant Professor, Faculty of Law, University of Victoria Heather Laxton Chief Governance Officer, Corporate Carol is an Assistant Professor in Secretary, Wesdome Gold Mines Ltd. the Faculty of Law at the University of Victoria, where she specializes Heather has 20 years of corporate in corporate law and governance, CSR, and social secretarial, corporate governance, innovation. She is the recipient of the Robert Bertram

Canadian Society of Corporate Secretaries 22 18th Annual Corporate Governance Conference Award issued by the Institute of Corporate Directors and Stuart McKellar the Canadian Foundation for Governance Research. Her General Counsel, Vice President Properties research has been widely published, and has been cited & Corporate Secretary, ATB Financial in the Director Journal, Business in Vancouver, and the Financial Post, among others. She is currently working Stuart leads the Legal Services, People on a new book, The Laws of Good Corporations. Prior Places & Spaces and Structured to academia, Carol was a senior associate in the Mergers Products teams. These creative, service- and Acquisitions Group of Shearman & Sterling LLP in oriented teams focus on finding and delivering the best New York, where she represented public and private possible solutions for their internal partners. Stuart also multinational corporations in a variety of complex legal provides governance support to the ATB Financial Board transactions and governance matters. of Directors and sit as a director on the Board of Directors of the Investor Services subsidiaries of ATB. Andrew MacDougall Partner, Osler, Hoskin & Harcourt LLP After seven years in private practice, Stuart joined ATB in 1997. ATB has provided Stuart with many interesting Andrew is a partner in the corporate challenges, including working on the highly complex law group at Osler, Hoskin & Asset Backed Commercial Paper restructuring file. In true Harcourt LLP specializing in corporate ATB form, the work benefitted not only their position governance, executive compensation but also had an international impact. Recently, Stuart and shareholder activism. Andrew’s interest in corporate relocated two corporate offices, built a campus and governance began as a staff member of the 1994 Toronto introduced Workplace 2.0 to ATB. Stock Exchange Report on Corporate Governance, continued as a member of the Risk Oversight and Stuart has a Bachelor of Arts degree from the University Governance Board of the Canadian Institute of Chartered of Calgary and a Bachelor of Laws degree from the Accountants, and now as an inaugural fellow of the University of Alberta. He is a member of the Law Society American College of Governance Counsel. of Alberta, appointed Queen’s Counsel in 2014. He is also a member of the Institute of Corporate Directors, holding An expert and thought leader on corporate governance the ICD.D designation. matters, Andrew co-authored a directors briefing on shareholder engagement released in 2012 by Errol Mendes the Canadian Institute of Chartered Accountants, Professor, Faculty of Law, University of comprehensive Osler reports on gender diversity Ottawa disclosure by TSX-listed companies in 2015 and 2016 and a whitepaper on the Board’s Role in Crisis Management Professor Mendes is a lawyer, author, released in this summer. professor and has been an advisor and consultant to corporations in Shona McGlashan Canada and internationally, governments (including the Chief Governance Officer, Mountain Privy Council Office, Government of Canada), civil society Equipment Co-op (MEC) groups and the United Nations. His teaching, research and consulting interests include public and private sector As Chief Governance Officer at MEC, governance, conflict resolution, constitutional law, Canada’s leading outdoor retailer, international law and human rights law and policy and Shona supports the co-op’s board has authored or edited seven leading texts in these areas. and oversees MEC’s elections, reporting, co-operative He has helped leading Canadian companies develop engagement and issues management portfolios. Shona is cutting edge ethics and integrity compliance systems. In a director of the Canadian Cancer Society, BC/Yukon and early 2016, he was invested into the Order of Ontario and a member of the City of Vancouver election task force. received the Law Society Medal from the Law Society of Upper Canada. Shona’s varied 20-year governance career has included senior governance and policy roles on both sides of Since 1979, Professor Mendes has taught at law faculties the Atlantic. Among the more unusual highlights are: across the country, including the University of Alberta, advising the Speaker of the UK House of Commons; Edmonton, the University of Western Ontario, London, accompanying MPs on helicopters, submarines and tanks; Ontario and the University of Ottawa from 1992 to patrolling Vancouver’s Burrard Inlet in a police boat; and present. In 2013-2014, he was awarded a Fellowship at hiking in BC’s backcountry. Harvard Law School.

Canadian Society of Corporate Secretaries 18th Annual Corporate Governance Conference 23 Margie Parikh securities regulation. In addition to being a tenured professor of law and former Associate Dean at Osgoode Board Director, On Governance Hall Law School, York University, she practices law at Davies Ward Phillips & Vineberg LLP where she advises clients on Margie is the former Chair of Mountain matters of complex corporate governance and securities Equipment Co-op (MEC), Canada’s laws. She regularly advises public and private company leading outdoor equipment retailer, and boards and senior management, as well as governments serves on the boards of the BC Oil and and regulators in Canada and around the world. Gas Commission, Parachute Canada, and CISV International. Poonam is also experienced board director, serving on the A Chartered Director, Margie’s qualifications also include board of the Greater Toronto Airports Authority, Arizona an MBA from Columbia University and the Certified Mining, Women’s College Hospital and St. Clements Girls Financial Planner (CFP) designation. She brings to School. In 2015, Poonam was recognized at one of the the table 25 years’ global experience in international top 25 most influential lawyers in Canada by Canadian marketing and strategic and financial management Lawyer Magazine. 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 Deborah Rosati beautiful coast of Vancouver Island. Corporate Director and Co-founder, Women Get On Board Neil Puddicombe Associate General Counsel and Director Deborah Rosati has more than 25 years of experience in the retail of Subsidiary Governance, BMO Financial and technology sectors. She is an Group experienced audit committee chair, with extensive knowledge in the areas of financial and enterprise Neil is the Associate General Counsel risk management, corporate strategy, CEO succession and Director of Subsidiary Governance planning, strategic planning, public company accounting for BMO Financial Group, responsible and reporting and corporate governance. Currently, for designing the subsidiary governance framework for Deborah’s corporate engagements are as a Corporate the Bank’s Canadian, European and Asian subsidiaries. He Director and Chair of the Audit Committee for Sears also provides corporate law transactional support for the Canada, and her recent appointments to the NexJ Systems Bank’s acquisitions and reorganizations. Board and to the Department Audit Committee for Correctional Services Canada. She is also a Co-Founder Neil joined the Bank after having spent five years in of Women Get On Board, a member-based forum that the Cross-Border Mergers and Acquisitions Group in connects and promotes women to corporate boards. the Paris and New York offices of French law firm Gide Loyrette Nouel where he worked on cross-border public She is a frequent speaker on corporate governance, and private company acquisitions and divestitures, leadership and entrepreneurship. In 2012 she was re-financings, shareholder reorganizations, anti-trust recognized as one of WXN’s Top 100 Canada’s Most applications, and international securities litigation, Powerful Women in the corporate director category award, including a matter before the Supreme Court of India. and in 2014 she was selected as a Diversity 50 candidate. In 2013, Neil was named In-House Counsel of the Year by Deborah has a business degree from Brock University and the South Asian Bar Association. From 2008 to 2014, he is a Fellow of both the Institute of Chartered Accountants served as the Board Chair of the South Asian Legal Clinic of Ontario (FCA) the Chartered Professionals Accountants of Ontario, North America’s largest legal aid clinic serving (FCPA). She also holds the ICD.D designation from the a South Asian community, Neil holds a Master of Laws Institute of Corporate Directors. (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. Robert Staley Partner, Bennett Jones LLP Poonam Puri Robert Staley’s practice focuses on Professor, Osgoode Hall Law School, York complex securities litigation, securities University regulation, shareholder activism and securities class actions. Rob is the Chair Poonam Puri is one of Canada’s of the firm’s Shareholder Activism & Critical Situations most respected experts on corporate Practice Group. Rob regularly advises corporations, governance, corporate law, and boards of directors and board committees in connection

Canadian Society of Corporate Secretaries 24 18th Annual Corporate Governance Conference with investigations, proxy contests and contested Junaid Syed transactions. He has a broad litigation practice in the Vice President, Technology, Nasdaq provincial superior courts, the federal courts and the Supreme Court of Canada, and regularly appears before Junaid is responsible for leading provincial securities commissions. In both 2014 and technology and product at 2015 Benchmark Canada recognized Rob as Canada’s Boardvantage now part of Nasdaq. He Securities Litigator of the Year. brings extensive experience in building large-scale secure enterprise grade SaaS solutions. Christie Stephenson Before joining Boardvantage, Junaid was an architect Executive Director, Dhillon Centre for at Thomson Learning where he designed a number of Business Ethics, UBC Sauder School of content and digital asset management systems. Junaid is a highly sought after expert on the topic of achieving Business enterprise-class security in the era of SaaS and mobile applications. Christie is the Executive Director of the Peter P. Dhillon Centre for Business Junaid holds a Bachelor of Science in engineering from Ethics at the University of British Columbia’s Sauder the University of Engineering and Technology, Lahore. 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 John Truzzolino Funds), focused on corporate environmental, social Director, Business Development, and governance (ESG) risk evaluation and mitigation. RR Donnelley She currently serves as a corporate reporting judge for the Chartered Professional Accounts of Canada, a John is the Managing Director, Global governance committee member at BlueShore Financial, Compliance Services for the Financial and a director of the Canadian Centre for International Services Division of RR Donnelley. Justice and Philippe Kirsch Institute. John has more than two decades of experience following U.S and Canadian compliance changes, analyzing Coro Strandberg their impact on financial reporting requirements and Principal, Strandberg Consulting developing solutions to help issuers meet the changing regulatory environment. President of Strandberg Consulting, Coro Strandberg has over 25 years John’s in-depth experience monitoring evolving global of experience coaching companies, regulations, while working with marketing, business governments and industry associations and product development, provide a platform for him to on strategies to embed sustainability into business. consult with businesses on the best solutions to bridge She specializes in integrating sustainability into board technology and regulatory requirements. John closely governance, business models, corporate strategy, covers the following industry groups and has participated human resources, community investment, procurement on various panel discussions hosted by the Society of and finance. Her 20 years of experience as a corporate Corporate Governance Professionals, National Institute director, includes as Director and Chair of the Board of Investor Relations, Shareholder Services Association, of Credit Union, where she helped establish FASB, AICPA, XBRL-US, XBRL International, Canadian a sustainability governance system. Coro conducted Investor Relations Institute and the Canadian Society of ground-breaking research for the Conference Board Corporate Secretaries. of Canada on the role of the Board in sustainability governance, developed the first standard for sustainable Anna Tudela boards, advises boards and corporate secretaries on Vice President, Diversity, Regulatory Affairs sustainability governance and is a faculty member of and Corporate Secretary, Goldcorp Inc. the Director’s College, training directors on CSR and the role of the board. For the UN Global Compact she is Anna Tudela has more than 30 developing global guidance for corporate secretaries and years of experience working with governance committees on sustainability governance. public companies in the securities She was recognized by Canada’s Clean50 as the top and corporate finance areas, both in the United States sustainability consultant in Canada in 2015 for her and Canada. As Goldcorp’s Vice-President of Diversity, sustainability impacts. 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

Canadian Society of Corporate Secretaries 18th Annual Corporate Governance Conference 25 discharging its fiduciary duty and ensures that all records Kevin West for Goldcorp and its subsidiaries are in order. Anna Founder, SkyLaw Professional Corporation leads a team of corporate services coordinators, long- term incentive plan administrators and paralegals. She Kevin is a senior corporate and joined Goldcorp in 2005 and was actively involved in the securities lawyer with more than subsequent acquisitions and/or mergers with Wheaton 16 years of experience practicing in River Minerals and Goldcorp Inc.; Placer Dome Canada; Toronto, New York and Australia. Glamis Gold Ltd. and others. Kevin has led numerous corporate transactions, including mergers and acquisitions, financings, initial public In 2013, Anna was the recipient of the Peter Dey offerings and joint ventures. He also has significant Governance Achievement Award and was recently named experience advising companies on corporate governance, one of Women in Mining’s (UK) 100 Global Inspirational disclosure and compliance issues. Women in Mining for 2016. She has also been recognized by the Association of Women in Finance, Kevin founded SkyLaw in 2010. Previously he was a awarding her the honour of Champion at the 2016 PEAK partner at Davies Ward Phillips & Vineberg LLP where Awards. he had a broad corporate practice and represented a number of foreign companies making acquisitions Arnaud Van Dijk in Canada. Prior to joining Davies, he practiced with Senior Manager, Sustainability Services, Sullivan & Cromwell LLP in New York and Sydney, KPMG Australia and clerked for Justice Binnie at the Supreme Court of Canada. Arnaud has over 11 years’ professional experience in sustainability consultancy Kevin is actively involved in the community. He works in the private sector. Before he joined with many not-for-profit corporations, charities and KPMG Canada, beginning 2015, he was with KPMG social enterprises and leads several pro bono initiatives at in the Netherlands for 10 years and gained extensive SkyLaw. Kevin has volunteered his time with a number of experience with leading European companies and organizations, including as a partner with Social Venture institutional investors on Environmental, Social and Partners, as a director of Skills for Change and on the Governance (ESG) issues and disclosures. Arnaud is a corporate governance committee of Project Canoe. member of KPMG’s global expertise group on sustainable finance.

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.

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Canadian Society of Corporate Secretaries 40 18th Annual Corporate Governance Conference 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.

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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.

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

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CSCS has members TOP INDUSTRIES OUR OUR MEMBERS COME FROM: across Canada! MEMBERS ARE FROM: Energy Sector 63% Commercial Financial Services 37% Interest Government Organizations Crown Corporations 37% Non- Healthcare Commercial Not-for-Profit Organizations Interest 63% Organizations CanadianReal Society Estate of Corporate Secretaries 18th AnnualConstruction Corporate Governance Conference 41

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Canadian Society of Corporate Secretaries 42 18th Annual Corporate Governance Conference Thank you to our sponsors for their generous support

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Save the Date! August 20-23, 2017 St. John’s, NL

Photo: Tourism Whistler / Mike Crane

St. John’s Convention Centre Delta St. John’s | St. John’s, NL