THE NEWSLETTER FOR THE CANADIAN SOCIETY OF CORPORATE SECRETARIES

MAY 2014

president's Message

Dear ,

I am very pleased to announce that the shortlist for the 2nd annual Excellence in Governance Awards has been finalized. The CSCS EG Awards recognize the important contribution governance professionals make to the best practices that build shareholder and stakeholder value in Canadian organizations across sectors and industries.

We received a total of 60 nominations in the categories listed below:

Best sustainability, ethics and environmental governance program
Best use of technology in governance, risk and compliance
Best approach to board and committee support
Best shareholder engagement by a governance team
Best practices in managing boardroom diversity
Best practices in strategic planning, oversight and value creation by the board
Best overall corporate governance

To see the companies who have been shortlisted in each of these categories CLICK HERE.

The final award winners will be announced and celebrated on August 24, 2014 at the Fairmont Banff Springs in Banff Alberta, at the opening dinner of CSCS' 16th Annual Conference. For further details on the conference and to register for the conference or for the awards ceremony and dinner, visit: LINK

CSCS would like to acknowledge the contribution of the Canadian Corporate Counsel Association (CCCA) to the shortlisting judging. We thank the following individuals who volunteered a considerable amount of time and effort in reviewing the submissions: Cathy Cummings, Executive Director, Canadian Corporate Counsel Association, Wendy King,Vice President Legal, Risk & Governance CAPSTONE MINING CORP., Jamie Patterson, Corporate Counsel, Group Medical Services, Sheldon Stener, General Counsel and Corporate Secretary, Federated Co-operatives Limited, Terri Uhrich, Vice President, Legal Affairs, K+S Potash Canada and judging facilitator Brendan Sheehan, Founder and President, The Illawong Group.

The Excellence in Governance Awards final jury panel is composed of seasoned and well-respected governance experts from across Canada and include: Geoffrey D. Creighton, Senior Vice-President, General Counsel and Secretary and Chief Compliance Officer, IGM Financial Inc.; Gigi Dawe, Principal, Risk Oversight and Governance, National Practice Leader, Governance Strategy and Risk, CICA; Stephen Griggs, CEO, Smoothwater Capital Corporation; Sylvia Groves, President and Creative Director, Governance Studio; Carol Hansell, Founding Partner, Hansell LLP; Richard Leblanc, Associate Professor, Law, Governance & Ethics, Faculty of Liberal Arts and Professional Studies, York University; Andrew MacDougall, President, Spencer Stuart Canada; Paul Schneider, Manager, Corporate Governance, Ontario Teachers' Pension Plan (OTPP); Elizabeth Watson, QC, Founder and President, Watson Inc.; Honorary Judge: Peter Dey, Chairman, Paradigm Capital, and Master of Ceremonies for the Awards celebration: David Beatty, Conway Director, Clarkson Centre for Business Ethics and Board Effectiveness.

CSCS is committed to supporting and enhancing the role of the corporate secretary and governance professionals in Canada and we are proud to be able to do so through these important awards. The Society's members work on the front lines of governance and the organization is well positioned through reputation, influence and representation, to celebrate the practice of good governance in Canada. We are very pleased with the excellent show of support for this second annual program and look forward to announcing the finalists in August.

For more information about the awards, visit www.cscs.org/EGA and for more information about the CSCS annual conference and program, visit: www.cscs.org/AnnualConference.

I hope that you will join us in August in Banff for this exciting event and for our conference!

Sincerely,

Lynn Beauregard
President
Canadian Society of Corporate Secretaries

CONFERENCE UPDATE

Take advantage of EARLY-bird registration!

Deadline: June 30

This is your last call for additional savings for the 2014 CSCS Conference. Early-early-bird registration will close April 30.

Members - $1,205

Partner & Not-for-Profit Organizations - $1,565

Non-Members - $1,745

The CSCS Annual Conference is the leading event on corporate governance in Canada.

This year we will be in beautiful Banff, AB at the Fairmont Banff Springs, August 24 - 27, 2014. Our content will feature three themes: Critical Issues in Governance; The Board and the Corporate Secretary; Practical Matters for the Corporate Secretary. We will also be celebrating CSCS' 20th anniversary.

For the conference Registration Brochure, click here.

Join us for the opportunity to:

GAIN insight on governance and risk management strategies to better serve your board.
OBTAIN current information and practical tools to help save you time and resources.
NETWORK with your peers from across Canada..

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

MEMBERSHIP NEWS

NEW or RETURNING MEMBERS

CSCS is pleased to welcome new or returning members:

Elizabeth Boyd, Director, Corporate Secretary & Corporate Law, Manulife Financial, ON
Jacques Pigeon, Q.C., Vice President, Legal Affairs and Corporate Secretary, The Federal Bridge Corporation Limited, ON
Cathy Ascroft, AB
Cecile Chung, General Counsel & Corporate Secretary, Samuel, Son & Co., Limited, ON
Gulnar Nanjijuma , BC
Karen McCarthy, AGC and Director, Board Planning, Royal Bank of Canada, ON
Stacey O'Bryan, AB
Kent Lane, Director of Corporate Affairs, CBCL Limited, NS
Sandra Collins, VP of Operations & CFO, Canada Media Fund, ON
Evangelos Gnissios, President, CEO & Corporate Secretary, Guyana Frontier Mining Corp., BC

Not a CSCS Member?

If you are not yet a CSCS member, 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, professional development initiatives and networking. A CSCS membership helps advance the governance profession and supports corporate secretaries and governance professionals in many ways inducing:

professional development sessions across all levels, from seasoned practitioners to those new to the field;
on-line discussion forums;
our annual corporate governance conference;
Governance Matters, our e-newsletter; and
networking opportunities.

Click here for our on-line application and join today!

CSCS 2014 Professional Development

Governance Essentials for the Corporate Secretary:
TWO-DAY SEMINAR

Toronto (November 03 - 04, 2014)

This two-day seminar is a great way to get up to speed or to expand your corporate secretariat skill set. It will examine the responsibilities, roles and accountabilities of the corporate secretary's position, explore best practices and provide practical solutions to current governance challenges. This session will be of great benefit to you if you are new to the profession or provide a great refresher and updates to someone responsible for governance processes and/or compliance processes in your organization.

Topics Will Include:

Fundamentals of corporate governance
- legal and regulatory framework for governance in Canada
- director roles and responsibilities
- board composition and board effectiveness
- board and management relations
- shareholder and stakeholder engagement
- current governance issues and how to stay informed
The role and duties of the corporate secretary
- managing meetings, schedules, agendas, materials and minutes
- board logistics and communication
- annual meeting planning and preparation
- reporting channels and managing board and management expectations
- providing advice on corporate governance issues
Managing and adding value to board processes
- understanding ethics, risks and liabilities
- independence, conflicts of interest and related personal transactions
- directors' insurance and indemnification concerns
- advice and resources for discharging corporate governance duties
- board performance, evaluation and succession planning
- board orientation and onboarding

Read More!

For complete list of CSCS events click here

REQUEST FOR ASSISTANCE

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.

Executive Compensation

Is there a formula that one could use to determine the appropriate number of stock options that should be granted to a CEO (1) on recruitment? (2) annually?

Conflict of Interest Disclosure - Standing Agenda Item

Do you have a standing item on each Board and Committee agenda for the disclosure of Conflicts of Interests?

If so, do you have an example of language or of an agenda that could be used as a precedent?

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.

NEWS AND UPDATES

SEC Staff Guidance on the Use of Social Media in Securities Offerings, Tender Offers, Business Combinations and Proxy Contests

Morrison & Foerster LLP

The staff of the Division of Corporation Finance of the U.S. Securities and Exchange Commission recently provided guidance on applying its rules regarding communications in connection with securities offerings, tender offers, business combinations and proxy contests when statements are made utilizing certain social media channels. The staff's guidance permits the use of a hyperlink to information required by certain rules when a character- or text-limited social media channel such as Twitter is used for a regulated communication, and also confirms that, at least in the context of a securities offering, a communication that has been re-transmitted by a third party that is not an offering participant or someone acting on behalf of the issuer is not attributable to the issuer for the purposes of the rules that apply to such communication.

Canadian securities regulators propose changes to streamline venture issuer disclosure

Canadian Securities Administrators

Vancouver - The Canadian Securities Administrators (CSA) today published for comment proposed amendments that would streamline disclosure by venture issuers.

"These proposed amendments are designed to streamline disclosure requirements so that venture issuers can focus more on the growth of their businesses," said Bill Rice, Chair of the CSA and Chair and CEO of the Alberta Securities Commission. "They will also focus disclosure on information that reflects the needs and expectations of investors and eliminate disclosure that may be less valuable to investors."

Who's got your back?

Listed Magazine

Corporate Canada is becoming an increasingly risky place. Directors and boards may not be keeping up with issues surrounding liability and insurance-threatening their companies and themselves

There are two news stories from recent months that are-or at least should be-top of mind in governance circles these days. The first is the railway disaster at Lac-Mégantic, Que., in which a 72-car train derailed and exploded killing 47 people and spilling millions of litres of toxic oil. The second is the settlement between Ontario's Ministry of the Environment and former directors of North Star Aerospace Ltd., which saw those directors pay $4.75 million for environmental remediation at a Cambridge, Ont., location owned by the now-bankrupt company.

CSA's Light Touch Proxy Advisory Firm Proposal May Disappoint Issuers

Blake, Cassels & Graydon LLP

To address market participants' concerns about services provided by proxy advisory firms, the Canadian Securities Administrators (CSA) have published for comment proposed National Policy 25-201 Guidance for Proxy Advisory Firms (Proposed Policy). The purpose of the Proposed Policy is to set out recommended practices for proxy advisory firms in relation to the services they provide to their clients and their activities.

CSA Provides "Guidance" Not Rules To Regulate Proxy Advisory Firms

Borden Ladner Gervais LLP

As shareholder activism continues to rise in Canada, the role and influence of proxy advisory firms, particularly Institutional Shareholder Services Inc. (ISS) and Glass Lewis & Co., has become increasingly important. To address concerns raised by market participants, the CSA published Consultation Paper 25-401 Potential Regulation of Proxy Advisory Firms on June 21, 2012. Based on the over 60 comments received, the CSA announced on September 19, 2013, that it would develop a policy based approach to regulate such firms..

Canadian Senate Proposes Amendments to the Personal Information Protection and Electronic Documents Act (PIPEDA)

Miller Thomson LLP

On April 8th, the Senate of Canada introduced Bill S-4, which proposes various amendments to the Personal Information Protection and Electronic Documents Act (PIPEDA). The short title of this Bill is the Digital Privacy Act.

PIPEDA applies to all organizations that collect, use or disclose personal information in the course of commercial activities. A commercial activity is defined as, essentially, any transaction, act or conduct that has a "commercial character", including the selling, bartering or leasing of donor, membership or fundraising lists. To the extent that charities or non-profit organizations engage in the sale of goods or services, or otherwise engage in commercial activities, any personal information collected, used or disclosed in the context of that activity will be subject to PIPEDA. PIPEDA imposes various requirements, including the requirement to obtain informed consent for the collection, use and disclosure of personal information, as well as limitations on the use of personal information and requirements for the safekeeping of such information.

A little knowledge is a dangerous thing...because it calls for reasonable diligence

McCarthy T�trault LLP

The British Columbia Court of Appeal recently released a helpful decision applying principles of discoverability to determine when a limitation period begins to run. In Roberts v. E. Sands & Associates Inc., 2014 BCCA 122, the Court rejected 650 claims against a bankrupt investment firm on the basis that these claims were made after the six-month limitation period under the Securities Act had expired.

CSA revive proposals for venture issuer disclosure

Stikeman Elliott LLP

The Canadian Securities Administrators yesterday published proposed amendments to disclosure rules intended to tailor and streamline the disclosure required of venture issuers. According to the CSA, the proposed amendments are designed to focus venture issuers' disclosure on information that reflects the expectations of venture issuer investors, while eliminating disclosure of less value.

Top 10 Contentious Issues In The Boardroom

Minden Gross LLP

Difficulties arise for Corporations which lack a formal process governing the calling and conduct of board meetings. Issues arise unexpectedly at meetings and therefore, we have chosen our top 10 contentious issues to discuss in this two part series. We will discuss the first five in this issue and the last five in the next issue of Directors' Briefing. It is boards of private, public, and not-for-profit corporations.

Canada's Anti-Spam Law ("CASL"): It's the Law on July 1, 2014 - questions for directors to ask

Miller Thomson LLP

Why Should I Read This Alert?

a) despite its name, this Act covers much more than spamming mass emails;
b) as a director or officer you are exposed to personal liability under this statute;
c) it is very likely that your organization is subject to this new legislation;
d) the potential economic penalties are steep

In This ISssue

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Board of Directors

David Masse

(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

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

Job Postings

Do you have a career opportunity that you would like to share with our readers? Click here for more details

Recent Job Postings:-

Assistant Corporate Secretary,
Great-West Life

GManager, Subsidiary Governance
BMO Financial Group

Please login to www.cscs.org to view all the Job Postings.

Events & workshops

CANADIAN SOCIETY OF CORPORATE SECRETARIES

Enterprise Risk Management for Corporate Secretaries
Toronto, June 2, 2014

Governance Essentials for the Corporate Secretary: Two-Day Seminar - Toronto
November 03, 2014

For complete list of CSCS events click here

RR DONNELLEY

For complete list of RR DONNELLEY events click here

CHARTERED SECRETARIES CANADA

For complete list of ICSA events click here

CANADIAN INVESTOR RELATIONS INSTITUTE (CIRI)

For complete list of CIRI events click here

Publications

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].

JOIN CSCS

The voice of corporate secretaries and governance professionals in Canada

Membership in CSCS is open to:

Governance practitioners, i.e. corporate secretaries, assistant corporate secretaries, governance officers, legal counsel
Consultants
Representatives of a business that provides support services or products to the governance practice
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):

Regular Member: $495.00
NFP and Academic Sector: $375.00
Retired: $80.00

Visit our website - www.cscs.org - to learn more about CSCS membership and membership benefits.

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.

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]