THE NEWSLETTER FOR THE CANADIAN SOCIETY OF CORPORATE SECRETARIES
MARCH 2014
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Dear , 
As this first quarter of 2014 slowly winds down, CSCS has kicked off 2014 into high gear - in spite of the seemingly never ending frost on our windows, but with any luck that too is winding down soon. Here are some highlights for you: Our Early-bird registration is now open for the 16th CSCS Annual Corporate Governance Conference! Plan to attend the premier event for Canadian corporate governance professionals, on August 24-27, and celebrate the 20th anniversary of CSCS in one of the most stunning locations in Canada: the Fairmont Banff Springs Hotel in Banff Alberta. As always, this year's program will feature plenaries, workshops, concurrent sessions and keynotes with leading subject matter experts on critical issues in governance from across all sectors and industries. Our program also includes great networking opportunities for you to get to know other governance practitioners from across the country. For full program details and to register, click here! Second annual CSCS Excellence in Governance Awards - Nominations close April 8th! Nominations opened in January for the Excellence in Governance Awards (EG Awards). Now in its second year, this award program recognizes the important contribution that organizations and their governance professionals make to create best practices that build shareholder and stakeholder value in Canadian organizations across all sectors and industries. This is your organization's chance to be recognized for its own efforts or nominate another organization for its best practices in governance. The shortlist of finalists will be announced in June 2014 and winners will be announced and celebrated on August 24, 2014 in Banff Alberta, at the opening dinner of CSCS' 16th Annual Corporate Governance Conference. For further details about these awards and to enter your nomination click here. CSCS 2014 Corporate Governance Best Practices Survey
CSCS once again teamed up with global management consulting firm Hay Group to conduct the second annual comprehensive survey on corporate governance practices in the Canadian market. This year, we received over 140 responses. This survey provides valuable insight into the current corporate governance landscape and on leading practices implemented across organizations in all sectors in Canada. The results of the survey will be unveiled at the 16th Annual Corporate Governance Conference in Banff in August. CSCS Professional Development - Courses and Seminars for 2014
CSCS has expanded its programming to offer more professional development sessions (workshops and seminars) to members and non-members alike. These practical and hands-on learning opportunities are offered across the country. Our popular Governance Essentials for the Corporate Secretary: Two-Day Seminar will be offered in Calgary on May 29-30, 2014 and in Toronto on November 3-4, 2014. This two-day seminar is a great way to get up to speed or to expand your governance skill set. It examines the key responsibilities, roles and accountabilities of the corporate secretary, the board and the organization, explores best practices and provides practical insights into current governance challenges. This seminar offers a valuable overview of the key issues in governance for all organizations, whether a public issuer, a not-for-profit or a government body. To see a list of our other upcoming events click here. Sincerely,
Lynn Beauregard
President
Canadian Society of Corporate Secretaries | | |
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Early-EARLY-bird registration now open!
The CSCS Annual Conference is the leading event on corporate governance in Canada. Featuring three days of discussions on top of mind issues on the evolving corporate governance landscape, networking and celebrating the Excellence in Governance Awards, this event is not to be missed!
The conference is a forum for networking and invaluable opportunities to exchange ideas, discuss current challenges and exchange best practices with leading governance experts and practitioners.
The event attracts over 300 attendees including corporate secretaries and governance professionals, senior level executives and managers from organizations large and small, and across all sectors in Canada.
This year our content will feature three themes: Critical Issues in Governance; The Board and the Corporate Secretary; Practical Matters for the Corporate Secretary.
For the preliminary conference agenda, click here.
This year's event will also celebrate CSCS' 20th anniversary. Come join the festivities with us in beautiful Banff, AB at the Fairmont Banff Springs, August 24 - 27, 2014.
It's August so plan to bring your loved ones and check out the pre-conference tours for you, your family and friends.
Don't delay...Register today!
Sponsor with CSCS
Get more involved with the governance community year-round and gain better access and visibility for your organization's brand and services with CSCS members. Capitalize on our networking opportunities, gain valuable face-to-face time with the governance professional community and access the influencers and decision makers in your market. Become a CSCS sponsor or partner today!
Check out the complete Annual Sponsorship and Partnership Package here.
Tina Hutchinson
Manager, Events & Special Projects
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It's Not Too Late to Renew Your CSCS Membership for 2014
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Don't risk losing the vital information & benefits that come with being a CSCS member!
If you are a member of CSCS... your membership expired on December 31, 2013 unless you submitted your renewal. If you haven't taken care of your renewal yet, there is still time!
For those of you who may have let this 'fall between the cracks', even though your membership has expired, CSCS has provided you extra time to make it current.
But it's time! Your membership fees must be paid by March 31st.
- Logon to your profile at http://www.cscs.org/Content/Members/MemberProfile.aspx with your email and password. Can't remember your password? Reset it here http://www.cscs.org/Sys/ForgottenPasswordRequest;
- Follow the suggested actions on your profile screen; and
- Review all information in your profile and revise as required
If you have questions regarding your membership status or renewal payment, please contact [email protected] or 416-921-5449 x 303 ●1-800-774-2850 x 303.
Thank you for your continued support of CSCS.
Pamela Smith
Director, Membership and Administration
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CSCS is pleased to welcome new or returning members:
- Gerard Buckley, Managing Director, Jaguar Capital Inc., Toronto ON
- Kathleen Cauchon, Senior Assistant Secretary, Bank of Canada, Ottawa ON
- Helga Fairhurst, Corporate Secretary, Carlisle Goldfields Limited, Toronto ON
- Carol Finnie CEO, The New Vista Society, Burnaby BC
- Dennis Gartner, Vice President, Plan Board Secretariat, Alberta Pensions Services Corp, Edmonton AB
- Matthew Grant, Senior Corporate Counsel, Tim Hortons Inc., Oakville ON
- Kim Kowalik, Corporate Counsel, Toronto ON
- Neda Krajisnik, Corporate Secretarial Specialist, Manulife Financial, Waterloo ON
- Gillian Lansdowne, President & CEO, Lansdowne Board Intelligence Inc., Toronto ON
- Kristine Lewis, Vice President, Marketing, ISS Corporate Services, Rockville MD
- Grant Miller, Senior Account Executive, Broadridge Financial Solutions Inc. , Mississauga ON
- Heather Piercy, General Counsel, Aux Sable, Calgary AB
- Sean Quinn, Senior V-P, Chief Legal Officer and Corporate Secretary, Cameco Corporation, Saskatoon SK
- Marien Segovia, Assistant Corporate Secretary, Great Panther Silver Limited, Vancouver BC
- Nicole Vaz, General Counsel, Trillium Health Partners, Mississauga ON
- Marek Warshawski, Senior Legal Counsel, Canadian Western Bank, Edmonton AB
- Erica Zarkovich, Acting General Counsel, Cancer Care Ontario, Toronto ON
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Where or where, is our membership from?
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If you are not yet a CSCS member, please consider joining.
Our members work on the front lines of governance. CSCS' programs are designed to support corporate secretaries and governance professionals and to enhance the importance of the key role which they play in their organizations across all sectors of industry. Our mission is to advance and promote the governance profession in Canada and to serve the needs of the corporate governance professional through resources, tools, best practices, key updates regarding the governance profession, education and professional development and networking. Your CSCS membership helps advance the governance profession and supports corporate secretaries and governance professionals in many ways through:
- professional development sessions across all levels of experience;
- on-line discussion forums;
- on-going discussion groups for practitioners from various practice sectors;
- our annual corporate governance conference;
- Governance Matters, our e-newsletter; and
- professional networking opportunities.
Click here for our on-line application and join today! |
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CSCS 2014 Professional Development
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TORONTO CORPORATE GOVERNANCE EXCHANGE | | April 9, 2014 | Toronto |
Join leading industry experts and a community of senior-level in-house governance professionals, to discuss the most important issues affecting public issuer company directors and executives. This highly interactive program brings together board directors, corporate secretaries, general counsel, institutional investors and highly respected corporate advisors, for a half-day of discussions, networking and peer exchange. Topics include:
 - Update on proposed OSC rules for proxy infrastructure: CSA 54-401
- Trends in executive and director compensation design and disclosure
- The role of the GC and corporate secretary in cyber security and data governance
- Inside the mind of the investor - perspectives on shareholder activism and investor outreach.
Read More!
| Other Events
| Governance Boot Camp for Mining Organizations - Vancouver
April 25, 2014 | | | Orientation and Onboarding Workshop - Vancouver
April 28, 2014 | | | Governance Essentials for the Corporate Secretary: Two-Day Seminar - Calgary
May 29, 2014 | | | Governance Essentials for the Corporate Secretary: Two-Day Seminar - Toronto
November 03, 2014
| | For complete list of CSCS events click here |
Do you have a question you need an answer to? Looking for best practices? Our Request for Assistance service is an easy way to receive information from your peers. Below are some recent requests. Your response will be appreciated.
General mandate is for an HR Committee
A medium-sized private company asks: What is the general mandate is for an HR Committee? If the mandate is held inside one of the other committees, i.e. Compensation Committee, what is considered as part of an HR mandate that would fall outside of management's mandate?
Best practices around board approval of financials
A board member of a reasonably large publicly traded company is asking about best practices around board approval of financials: - Are quarterly results always approved by the full board? If not, any sense of the % that don't would be helpful.
- How often are such approvals done by way of a phone vs. an in-person board meeting?
To Respond:
Please submit your response by going to CSCS Forum.
If you wish to remain anonymous, click here for instruction on how to manage your privacy setting.
To view responses to previous Request for Assistance, please click here or login and click on Members Only Section > Request for Assistance Responses.
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| | Corporate Governance Update: Canadian Developments and Trends | Gowling Lafleur Henderson LLP
The end of 2013 and early 2014 saw a variety of proposals and developments in Canada on a range of corporate governance matters. Here are a few areas to watch over the course of the coming months. | |
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| | The Alberta Securities Commission Imposes Important New Obligations for Recipients of Production Demands | Bennett Jones LLP
The Alberta Securities Commission (ASC) has always had the power to compel Registrants, Reporting Issuers, and others to produce records in the course of an investigation. Section 93.4 of the Securities Act (Alberta) has also previously required that persons not destroy records required for an ASC investigation. Recently, however, the ASC set out new and explicit obligations for those who receive a production order from the ASC. | |
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| | Problematic Practices at ISS: ISS Introduces Yet Another Corporate Governance Measure | Venable LLP
For the fifth time in five years, Institutional Shareholder Services Inc. ("ISS") has revised its corporate governance measurement system. Released on Monday, January 27, 2014, the latest version, called the ISS Governance QuickScore 2.0 ("QuickScore 2.0" or the "Profile"), replaces the original QuickScore (which ISS now refers to as QuickScore 1.0), which itself lasted only a year after replacing ISS's GRId Profile 2.0 and its predecessor, GRId Profile 1.0. The GRId Profiles were themselves the successors to ISS's Corporate Governance Quotient ("CGQ"). As with the GRId Profiles and QuickScore 1.0, ISS claims QuickScore 2.0 will help investors to identify, monitor and assess "governance risk." | |
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| | Majority rules for TSX-listed companies | Dentons
The Ontario Securities Commission (the "OSC") has approved amendments (the "Amendments") to Part IV of the Toronto Stock Exchange (the "TSX") Company Manual. Commencing with annual meetings of shareholders following fiscal years ending June 30, 2014, all directors of TSX-listed issuers, with the exception of majority-controlled issuers, must be elected by a majority of votes cast at any shareholders' meeting other than a contested meeting. | |
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| | CSA's Proposed Amendments to Accredited Investor and Minimum Amount Investment Exemptions Mean More Costs for Issuers | Davis LLP
On February 27, 2014, the Canadian Securities Administrators (the "CSA") published for comment proposed amendments to the accredited investor exemption under section 2.3 of National Instrument 45-106 Prospectus and Registration Exemptions (the "AI Exemption") and the minimum amount investment exemption under section 2.10 of NI 45-106 (the "MA Exemption") (together, the "Proposed Amendments"). The comment period for the Proposed Amendments will close on May 28, 2014. | |
Read More
| | A Practical Take on Qu�bec's New Anti-Takeover Measures | Torys LLP
In connection with tabling its February 20, 2014 budget, the Government of Qu�bec stated its intention to implement recommendations made in the report of its Task Force on the Protection of Qu�bec Businesses (Task Force). The Task Force recommends providing Qu�bec corporations with significant tools to resist hostile takeover bids. If the measures proposed by the Task Force are implemented, together with the Qu�bec securities regulator's proposal on defensive measures currently under review, the result may be that Qu�bec-incorporated corporations will be harder to acquire under a pro-target takeover bid regime that would be unprecedented in Canada. While the intended effect of Qu�bec's new measures would be to build a takeover bid "firewall" surrounding Qu�bec corporations, the reality is that before these tools are available to Qu�bec directors, several hurdles must be overcome. And at least in the short term, Qu�bec's measures are likely to have limited impact in practice. | |
Read More
| | OSC Proposes Disclosure Requirements for Gender Diversity and Director Term Limits | Blake, Cassels & Graydon LLP
The Ontario Securities Commission released proposed amendments to the corporate governance disclosure requirements under Ontario securities legislation regarding the disclosure of the representation of women on boards and in senior management of public companies and the disclosure of director term limits. | |
Read More
| | Five developments to follow in 2014 - Shareholder proposals and director election | Stikeman Elliott LLP
Shareholder proposals are a staple of annual shareholders meetings. In the U.S. and Canada, proposals are mainly made by labour-affiliated investors, individual activists, and social-, policy- or religious- oriented investors. They cover a wide range of topics from corporate governance to corporate social responsibility.
In 2013, in the U.S., the most common topics dealt with political contributions and lobbying, board declassification and independent chairs. In Canada, compensation issues, such as say-on-pay or limiting CEO compensation, consisted of more than half the proposals in 2013. | |
Read more
| | 10 corporate governance trends for 2014 | canadianlawyermag.com
If you are in-house counsel, or advise boards or management teams externally, there are several changes to corporate governance on the horizon of which you should be aware. The volume and velocity of corporate governance changes over the last few years has not been insignificant, to put it mildly, and that trend is expected to continue well into 2014 and 2015. Here are 10 of the top trends as I see them. | |
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| | Ontario Courts Provide Guidance on Proxy Contest Issues | Goodmans LLP
wo recent Ontario Superior Court decisions provide important guidance on key issues commonly arising in proxy contests. In addition to the specific guidance provided, the decisions indicate that:
- Ontario courts are taking a practical, purposive approach to the interpretation of the statutory rules governing proxy contests; and
- dissident shareholders must discharge a significant burden to challenge actions taken by corporations in responding to dissident activity..
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| | U.S. lags in placing women on boards as investors urge for more diversity | InsideCounsel
Women held only 16.9 percent of board seats in 2013 - no change from last year (16.6 percent), according to the report, "2013 Catalyst Census: Fortune 500 Women Board Directors."
There has been little to no increase for women on boards in corporate America, which is no longer only a gender equality issue. Diversity in the boardroom is also top of mind for investors who identify a correlation between greater gender diversity with better long-term financial performance and corporate governance. | |
Read More
| | Broadridge U.S. Changes its Policy on Interim Voting Reports | Goodmans LLP
Broadridge Financial Solutions Inc. ("Broadridge"), the largest provider of proxy distribution and tallying services for North American companies, recently announced a change to its U.S. policy on providing interim voting results during proxy contests. Under the new policy, Broadridge will only provide each proxy contest participant (i.e. the corporation and the dissident shareholder) with interim voting reports on the shareholders supporting that participant. It will no longer provide comprehensive interim reports on shareholders supporting other participants, unless both sides agree to share interim voting results. | |
Read More
| | Private Corporation Governance | Minden Gross LLP
Private corporations sometimes do not strictly observe corporate law requirements regarding annual shareholders' proceedings and corporate governance. Non-compliance can be uneventful. However, changing shareholder relationships can highlight potential problems, as was illustrated by a recent case involving a family investment corporation. | |
Read More
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For CSCS members ONLY, login to the members section at www.cscs.org to get your exclusive 20% discount code.
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Are you interested in advertising your product, service and/or business to the CSCS market.
Our website and monthly
e-newsletter both offer the opportunity to reach our targeted market.
Contact any one of the CSCS staff members to discuss your options today!
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(Chairman of the Board)
Senior Legal Counsel and Deputy Corporate Secretary
CGI Group Inc.
Montreal, QC
| | | Misti Christensen
(Governance Officer)
Manager Governance and Assistant Secretary
Nexen Energy ULC
Calgary, AB | | | Madeleine G. Bertrand (Secretary)
Director, Corporate Affairs and ATIP Coordinator
Royal Canadian Mint
Ottawa, ON | | | Janis McKenzie
(Treasurer)
Manager, Share and Financial Administration
Sun Life Financial Inc.
Toronto, ON | | | Mary D. Batoff
President and Chief Executive Officer
First Uranium Corporation
Toronto, ON | | | Margaret (Meg) Comiskey
Manager, Policy and Research and Assistant Corporate Secretary
Vancouver Airport Authority
Vancouver, BC | | | Gina DeVeaux
Toronto, ON | | | Leah M. Fitzgerald
Ethics and Compliance Officer
Enbridge Pipelines Inc.
Edmonton, AB | | | Laurel Savoy
President & CEO
CST Trust Company
Toronto, ON | | | Lynn Beauregard
(President)
Canadian Society of Corporate Secretaries
Toronto, ON |
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| Do you have a career opportunity that you would like to share with our readers? Click here for more details | | | | Recent Job Postings:- |
| Manager of Corporate Secretarial
CAA South Central Ontario | | | Board Secretary (Bilingual (French and English) required)
Canadian Co-operative Association | | | Corporate Secretary Canada
HSBC Bank Canada |
Please login to www.cscs.org to view all the Job Postings. |
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Canadian Corporate Secretary's Guide
This guide gives you the exact information you need to carry out your duties and responsibilities as a corporate secretary or administrator. Comprehensive in scope, it provides information that takes the corporate secretary from incorporation and initial organization through to day-to-day corporate administration, including corporate governance, business reorganizations, and acquisitions.
Subscriptions include: a monthly newsletter, the Corporate Brief, that explains changes to relevant law, summarizes recent cases, and provides an in-depth article examining a current topic of interest to corporate lawyers and corporate secretaries: the corporate News Tracker, which keeps you up-to-date on the status of legislative changes (available only to online subscribers); a table of concordance for corporate legislation and charts of corporate penalties and statutory liabilities; in-depth commentary on key corporate secretarial topics. Precedents provided include Board resolutions, shareholder consents, checklists regarding agreements, due diligence tables, and much, much more!
CCH Canadian is pleased to offer CSCS members a 30% discount when ordered through CSCS.
Subscriptions include Corporate Brief, a monthly newsletter containing feature articles, digests of recent cases, and updates to legislation.
For more information or to order, contact CSCS by email at [email protected].
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The voice of corporate secretaries and governance professionals in Canada
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Membership in CSCS is open to:
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Governance practitioners, i.e. corporate secretaries, assistant corporate secretaries, governance officers, legal counsel
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Consultants
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Representatives of a business that provides support services or products to the governance practice
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Individuals who wish to join for professional development reasons.
Members in good standing are entitled to all membership privileges, including the right to a single vote on any issue before the membership and to vote at all CSCS members' meetings and to hold office as a director of CSCS, if duly elected by the members or appointed by the board, in accordance with the bylaws.
Membership is renewed annually
Annual Membership Dues
The 2014 membership fees, in Canadian dollars, are as follows (plus applicable taxes):
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Visit our website - www.cscs.org - to learn more about CSCS membership and membership benefits.
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About CSCS
The Canadian Society of Corporate Secretaries (CSCS) 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. As such, CSCS strives to provide valuable and timely information on recent changes and developments which affect our members, via our website (www.cscs.org) and our monthly e-newsletter.
Our members include professionals with titles such as Corporate Secretary, Manager Corporate Governance, General Counsel, Chief Compliance Officer, VP Regulatory Affairs, Associate Corporate Secretary, and Board Administrator.
Mission Statement
The promotion and advancement of effective governance and corporate secretarial practice in organizations in the private, public, not-for-profit and other sectors through the continued development and application of governance and corporate secretaryship best practices.
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This e-newsletter is issued monthly to all CSCS members. Non-members may also subscribe and receive the newsletter without access to member-only content. If you have comments or wish to contribute material to this newsletter, please e-mail us at [email protected]
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