CLE Online

Welcome and Land Acknowledgement

Joseph A. Garcia — Blake, Cassels & Graydon LLP, Vancouver

How to Get Governance at the Board Table

• a board's stewardship responsibilities
• board evaluations to identify weaknesses, skills gaps and other "blind spots"
• nomination practices
• implicit and unconscious bias and inclusion training

Teresa Budd — Independent Governance Consultant and Collaborator, Watson Advisors Inc., Vancouver
Michael Kahn, JD, LPC — ReelTime CLE, Vancouver
Darren Kozol — General Counsel and Corporate Secretary, Peoples Trust Company, Vancouver

Break

Special Committees, Advisory Committees, and Observers

• when do you need each
• dealing with conflicts
• differences between public and private companies
• update on fairness opinions
• impact of fiduciary and non-fiduciary roles
• defining roles and duties of advisors and observers
• liability, insurance, and indemnity

Kathleen Keilty — Blake, Cassels & Graydon LLP, Vancouver
Jonathan McCullough — Bennett Jones LLP, Vancouver

Hot Topics in Corporate Governance

• United Nations Declaration on the Rights of Indigenous Peoples (UNDRIP)
  • BC's implementation of the Declaration of the Rights of Indigenous Peoples Act (DRIPA) to make provincial law consistent with UNDRIP
  • impact on corporate governance
• CBCA and securities law updates
  • new transparency requirements for shareholder registers
  • disclosure requirements for board diversity

Sabrina Spencer — Blake, Cassels & Graydon LLP, Vancouver
Lisa M. Stewart — Bennett Jones LLP, Vancouver

Lunch with Featured Speaker: 

"Climate Change and Its Impact on Corporate Governance" with
Stephanie Bertels — Director, Centre for Corporate Governance and Sustainability, Beedie School of Business, SFU, Vancouver

• understanding climate change and climate change risk
• climate change disclosure expectations (including the Taskforce for Climate Related Financial Disclosure and Science-based Targets)
• anticipating future regulation and litigation
• growing pressure for companies to take a position
• questions directors and general counsel should be asking about climate risk

Governance Strategies on Climate Change and Financial Risk

• regulatory pressure, expected transition, opportunities for businesses that are proactive with addressing climate change
• the role of investors in shaping the discussion around climate risk—increased ESG disclosures demands and restrictions to capital
• climate change liability—getting and giving instructions to boards around climate change
• role of the board in oversight

Ravipal S. Bains — McMillan LLP, Vancouver
Bryan Buggey — Director, Vancouver Economic Commission, Vancouver
Mary I.A. Buttery, QC — Cassels Brock & Blackwell LLP, Vancouver
Christie Stephenson — Executive Director, Peter P. Dhillon Centre for Business Ethics, Sauder School of Business, University of BC, Vancouver

Break

Ethics and Conflicts at the Board Level

• clearly defining the role of directors: issues relating to shareholder nominees on corporate boards
• board confidentiality: are there any permitted exceptions?
• director conflicts of interest: the necessity of dealing with both direct and indirect conflicts
• how to handle bullying or harassment by corporate directors
• whistleblower complaints by or against directors: do the normal rules apply?
• is there an ability to remove a director who is in breach of their duties?

Paul Goldman — Paul L. Goldman Law Corporation, Vancouver
Lisa M. Stewart — Bennett Jones LLP, Vancouver
Steven McKoen, QC — Blake, Cassels & Graydon, LLP, Vancouver

Crisis Management

• initial triage, investigation structure, and protecting privilege
• evidence collection, witness interviews, and independent counsel
• liaising with the authorities
• best practices for analyzing ethical issues

Alexandra C. Luchenko — Blake, Cassels & Graydon LLP, Vancouver