Institute of
   Directors                                                                    Luncheon Presentation
                                                                               Monday, January 14, 2008
Manitoba Chapter                                                                               12:00 PM
                                                                                      Fort Garry Hotel –
                                                                               Club Room (Lower Level)

                                PANEL DISCUSSION:

                      CONFLICTS OF INTEREST:
                      A DIRECTORS' MINEFIELD
                What to Look for and How to Avoid Them

              Dr. Glenn Feltham, Dean, I.H. Asper School of Business

      Gregg Hanson, former President & CEO of Wawanesa Insurance Group
                of Companies; Chair, The Winnipeg Foundation

         Richard Leipsic, General Counsel and Senior VP, CanWest Global
                             Communications Corp.

                     Andrew Ogaranko, QC, Partner, Pitblado LLP

        o   Understand the need for, the importance of and the theory behind
            independence of boards;
        o   Learn about the "duty of loyalty" and "fiduciary duties" of directors - the legal
        o   Examine the ethical considerations regarding conflicts - real and perceived;
        o   Explore the practical implications and how to deal with them; and
        o   Identify best practices for good governance relating to conflicts of interest

                                  WHO SHOULD ATTEND?
                         Directors of public and private companies
                          Directors of not-for-profit organizations
                                    Corporate executives
                                 Corporate in-house counsel
                    Commercial lawyers and accountants who advise boards

                                 Online at
                Contact Donna at (204) 282-4089 or
                           Price: Members $35.00 + GST
                               Non-members $45.00 + GST
In July of 2004, Glenn Feltham moved to Winnipeg to assume the role of Dean of the I.H. Asper School
of Business and CA Manitoba Chair in Business Leadership, at the University of Manitoba. Dr. Feltham
has undergraduate degrees in business and in economics, a master’s degree in business administration, a
law degree from Queen’s University, and a doctoral degree in accounting, specializing in taxation, from
the University of Waterloo. Dr. Feltham was formerly enrolled as a Barrister and Solicitor of the Law
Society of Alberta, and is a Certified Management Accountant (Manitoba). In 2005 he became a Fellow
of the Society of Management Accountants of Canada. Dr. Feltham was President of the Canadian
Academic Accounting Association in 2004-05. He is Chair of the Board of Trustees of the CMA Canada
Research Foundation, and serves on several boards including the Winnipeg Airports Authority, the Crown
Corporations Council of Manitoba, the Royal Winnipeg Ballet, and the Canadian Federation of Business
School Deans. Prior to joining the Asper School, he was the Department Head of Accounting at the
University of Saskatchewan (where he also held Potash Corp. Chair for Saskatchewan Enterprise), and
had previously been the Director of Undergraduate Business Programs in the School of Business &
Economics at Wilfrid Laurier University.

Gregg Hanson retired in May, 2007 as the President and CEO of The Wawanesa Mutual Insurance
Company, The Wawanesa Life Insurance Company and Wawanesa General Insurance Company after
serving in that position for the last fifteen years. Mr. Hanson is currently the Chair of The Winnipeg
Foundation and serves on the boards of James Richardson and Sons Limited, Manitoba Telecom Services
Inc. and the Insurance Bureau of Canada. Mr. Hanson was elected as a Fellow of the Institute of
Chartered Accountants (FCA) in 1999 and obtained fellowships in the Life Management Institute (FLMI)
and the Insurance Institute of Canada (FIIC). Always active in Winnipeg's community and charitable
circles, some of Mr. Hanson's notable involvements include being a director of Winnipeg Blue Bombers
and Big Brothers Association, past chair of the Arthritis Society, chairman of finance for 1999 Pam
American Games and numerous other organizations.

Mr. Leipsic is General Counsel and Senior Vice President of CanWest Global Communications Corp. and
was called to the Manitoba Bar in 1976. Before assuming his current position in January 1999, Mr.
Leipsic was a partner in the Winnipeg law firm, Pitblado. Mr. Leipsic is a member of the Law Society of
Manitoba, the Canadian Bar Association, as well as the Canadian Corporate Counsel Association. He is a
former Chair of St. John’s-Ravenscourt School, a current Trustee of St. John’s-Ravenscourt School
Foundation Inc. and current Board positions include the Asper Jewish Community Campus of Winnipeg
(for which he is also honorary solicitor) and Plug-In ICA. He has lectured and written extensively on
corporate law matters. Lexpert Magazine, in its 2003 edition, named Mr. Leipsic one of Canada’s top 25
general counsel. In 2004, he co-chaired the national Canadian Corporate Counsel Association conference
held in Winnipeg. Most recently, he was involved as General Counsel for CanWest in its $1.5 billion
acquisition of Alliance Atlantis Communications Inc.

Andrew Ogaranko is a senior partner and a past-Managing Partner of the Winnipeg law firm of Pitblado
LLP and has over 30 years experience in the practice of law. Mr. Ogaranko practices primarily in the area
of corporate and business law where he provides advice and legal services to public and privately-held
companies, partnerships and sole proprietors. His practice also extends to advising numerous not-for-
profit organizations with respect to corporate structure, policy and governance matters.

To top