A Course On GovernanceCreating a Best Practice Framework for Board and Organization Effectiveness

March 18-19, 2019Fairmont Southampton Bermuda

This 1-1/2 day workshop is geared to both board members and advisors to the

board (corporate secretaries, key management, legal support, etc.). The workshop

opens with a survey of the principles of organizational governance and key

trends emerging in the global community of governance. The session will

then focus on the roles and responsibilities of the key participants in

organizational governance: boards, committees, individual board

members, and management; and their interrelationships.

Our Day 2 session will provide participants with some

best practices on ensuring effective meetings, and

tools and tips for undertaking board evaluations.

The workshop will be structured, but informal

and interactive, with seasoned facilitators

who will encourage your questions,

concerns and individual stories.

Presented By:

In Partnership With:

Presented By:

Agenda: Day OneMonday, March 18

Morning

1. Introductions / Session Overview

2. Corporate Governance: What it is and what it means for organizations

3. Governance Foundations

a. Governance frameworks: theoretical and legal principles: explores the legal foundations of companies and how they exist in modern organizations

b. Governance Evolution and Current Trends: from theory to reality: dives into discussion of the practices that are evolving to move organizational governance cultures from compliance to value enhancement.

c. Governance Principles and Outcomes: encourages discussion of evolving best practices in governance from emerging global models.

Lunch and welcome remarks:The Hon. Kathy Lynn Simmons, JP, Attorney-General of Bermuda and Minister of Legal Affairs

&

Roland Andy Burrows, CEO, Bermuda Business Development Agency (BDA)

Afternoon

Key Roles and ResponsibilitiesGovernance processes almost entirely involve the effective functioning of relationships among different stakeholder groups. In this session, we start with the role of the board of directors: responsibilities, accountabilities, and key relationships. We then consider how committees can function as effective tools for better board decision making,

reviewing effective structures, mandates and limitations. The effectiveness of boards and their committees are highly dependent on the individual directors – how do you ensure the right mix, the

right behaviours, and the process of board renewal? Finally, we discuss how the board works with management, focussing on key issues such

as ‘information asymmetry‘, sharing the strategic planning process, and ensuring effective

risk management.

Agenda: Day TwoTuesday, March 19

Morning

1. Effective MeetingsMeetings are the fundamental tool for governing. This session will start with an overview of the legal requirements for board, committee and Annual General Meetings. We will then examine best practices and tools for ensuring effective meetings, discussing such items as developing agendas, managing board materials, and meeting management.

2. Evaluating Board Effectiveness and Good Governance Evaluations Governance is a continuous improvement process. The fundamental tool for ensuring critical self-evaluation and continuous improvement is the board evaluation. This session will provide an overview of the what, why, when and how of governance evaluations.

FacultyJohn Dinner, President, John T. Dinner Board Governance Services

For the past 15 years, John Dinner has been consulting to boards of directors across sectors and across Canada. He provides valued counsel, guidance and support to boards who want to govern well. Prior to his highly successful career as a consultant, John provided management support to the board of directors of a leading Canadian financial institution. During this time, his work was recognized with the National Award in Governance.

Janis Riven, BCL, LLB, MBA, FCIS, Acc.Dir, Principal, governance and compliance solutions, Adjunct Professor, John Molson School of Business

Ms. Riven, based in Montreal, has an established consulting practice on governance and compliance matters with clients encompassing publicly listed and closely held companies, as well as various types of not-for-profits, and is currently Adjunct Professor at the John Molson School of Business, Concordia University, where she teaches Corporate Governance. She is a well-known speaker both in Canada and abroad at conferences on corporate governance, and has acted as a facilitator for boards and board committees of a number of different organizations seeking to improve their governance effectiveness. As well, she is an experienced board member, having participated on dozens of boards. Ms. Riven was formerly Vice President, Compliance and Secretary for the Canadian and global operations of RBC Insurance. She is a member of the Quebec Bar, a Fellow of the ICSA, and currently serves on the boards of the Ombudsman for Banking Services and Investments (OBSI), the Facility Association, and the Institute of Chartered Secretaries (ICSA) Quebec.

Venue: Fairmont Southampton101 South Shore Road, Southampton, SN 02, Bermuda

• Ideal South Shore Location, just 25 minutes from downtown Hamilton;

• A wide array of amenities and activities, including the island’s premier resort spa, one golf course, nine dining options, tennis club, two pools and private beach club;

• Guestrooms that all feature a terrace, walk-in closet and rooms of the same size

and configuration (450 Square Feet).

Room Block: Fairmont Room - $199 USD

Audience

Corporate Secretaries and governance professionals, Board members and board advisors, Accounting firms,

Advisory firms, Law firms, Not for profit, Government agencies.

Pricing

GPC Members: $895 USD

Non-Members: $995 USD

GPC Partners: $950 USD

Register here: https://gpcanada.org/GovCourseBermuda

About GPC

Governance Professionals of Canada (GPC) is the voice of corporate secretaries and

governance professionals in Canada. Its members deal with disclosure and matters

affecting corporate governance, including the structure and meetings of the board

of directors and its committees, the proxy process and annual meetings. GPC

strives to provide valuable and timely information on recent changes and

developments which affect our members in all sectors.

802 - 21 St. Clair Ave EToronto, ON M4T 1L9events@gpcanada.orgwww.gpcanada.org@GovProCanada