Corporate Governance 2020

Course Date: February 27, 2020

Full Course Materials
Total: 5h 58min
Total Ethics: 1h 50min

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


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 KeiltyBlake, 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 riskincreased ESG disclosures demands and restrictions to capital
  • climate change liabilitygetting 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


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, QCBlake, 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