MARCH 2012



Dear ,


Once again it's the time of year when we unveil the program agenda for the annual CSCS Corporate Governance Conference program, coming this August 19th to 22nd in Vancouver!


The success of this annual event is always largely due to our conference committee's ability to synthesize the hot issues in the current governance environment down to the most important and key driving concerns. We also take into consideration the need to be pertinent across all sectors and skill levels. The agenda is, therefore, streamed to deliver a wider selection of topics relevant to a variety of organizations including publicly traded companies, privately owned, crown corporations and not -for-profits.


Another key success factor is the caliber of our speakers and the time that they spend with the participants. Multi-speaker panels are evident where a topic has diverse and important perspectives to cover, but we are now looking at taking deeper dives and giving our speakers and participants a longer interface to maximize the sharing of knowledge.


Here are some of the topics we have lined up on the program for you:

For full program details, click here


Finally, and certainly not least of our annual event's success factors, are our unsurpassed networking opportunities. Our social and networking activities are unique, entertaining and offer great opportunities to make important new contacts amongst your fellow participants, expert speakers and key industry service and product providers. As always, we kick off with local pre-conference tours and golf on Sunday, so plan to bring your partner, or your whole family with you - there will be plenty of opportunities for them to take in the sights and enjoy the wonderful hospitality and culture of Vancouver and surrounding areas during the event. We will also have networking opportunities throughout the program featuring great local tastes, sounds and culture, starting with our Sunday evening reception and dinner and ending with our themed dinner on Tuesday evening.


Attending this conference is one of the best investments a governance professional can make. In the space of a few days, you will have access to thought leaders in governance and top practitioners in your field, you will receive a complete update on key issues and best practices, and you will be able to speak to and mingle with your colleagues from across Canada, sharing your common challenges and learning from their successes.


In addition, your most important partners in governance solutions, services and products will be all be accessible under one roof - a unique chance for you to take a closer look and to talk to them directly about improving and streamlining your existing processes.


Conference registration has launched so don't delay in taking advantage of our Early Bird Discount which ends June 15, 2012. Click here to register!




Lynn Beauregard

Sponsorship Opportunity

This year's conference program is well underway and CSCS has been hard at work planning the evening activities and networking surprises. We've got a few things up our sleeves (hint, hint!) and can't wait to do the final review in August.


In the meantime, we are calling all sponsors! Some of you have taken advantage of early-bird bookings, but there are still great opportunities available. Looking to make a big splash? For the first time in a number of years, our Casual Evening is up for grabs. Prefer to customize your own package? We can definitely do that too. Check out the complete sponsorship package here.



Tina Hutchinson
Manager, Events & Special Projects


membership news
CSCS would like to welcome the following new members
Bill Brolly
Senior Manager Market Development
Computershare Investor Services

Brenda Dayton
Corporate Secretary
Sunward Resources Ltd.

Deborah Wilson
Canadian Payments Association
Donna Anderson
Vice-President, Corporate Affairs
Accreditation Canada
Donna Janovcik
Vice-President Corporate Secretarial Services and Associate Corporate Secretary
IGM Financial Inc.
Elissa Riddell
Janice Barkway
Office of the Corporate Secretary
Calgary Board of Education
Jennifer Trevitt
Corporate Secretary
Minco Mining Group
Jerry Roczkowsky
Vice President of Compliance and Corporate Secretary
The Cash Store Financial Services Inc.
JoAnne Peppiatt
Managing Consultant, Support Services
ZSA Legal Recruitment
Kelly Cronin-Cowan
Administrative Assistant, Executice Office
Certified Management Accountants of Ontario
Leslie Robinson
Executive Assistant
Foran Mining Corporation
Linda Adachi
Board Liaison
OPSEU Pension Trust
Lynne Crouch
Corporate Secretary
Corazon Gold Corp.
Melody Chen
Manulife Financial
Melody Chen
Manulife Financial
RJ Falconi
Executive VP, General Counsel & Corporate Secretary
CSA Group (Canadian Standards Association)
Tracy Horan
Senior Governance Advisor
Nexen Inc.


Join an association which is the voice of Corporate Secretaries and governance professionals in Canada   

Membership is at two levels: Individual Members and Corporate Members.

Annual Membership Fees for the year 2012:

  • Individuals: $475 (+ tax) per year
  • Corporate:  $1350 (+ tax) per year for up to 5 individuals within an organization. Additional membership can be added to the bundle at a rate of $300 (+ tax) (per person per year)

How do CSCS Members Participate and Benefit?

  • Advocacy: CSCS serves as a consultative body for businesses, regulatory and government agencies. A strong voice to the stock exchanges and securities commissions nationally.
  • Strategic Alliances: CSCS is allied with international bodies and positioned to provide members with a global perspective on corporate governance.
  • Information Resources: Being effective means being informed. Members receive relevant and timely information.
  • Networking: Members have many opportunities to meet and exchange ideas and experiences with their colleagues. CSCS Membership Directory is an invaluable resource and networking tool.
  • Professional Development: Enhance your skills at seminars, meetings and conferences designed to keep you informed. Continuing education provides you with the tools to advance your career.
  • Corporate Secretary's Guide: Provides information corporate secretaries need daily. Members receive a substantial discount.


To learn more about our membership benefits visit

CSCS Announces 2011 Recipient for the Joyce Borden Reed Scholarship 


Elissa Riddell
Elissa Riddell - 2011 Recipient for the Joyce Borden Reed Scholarship

The Canadian Society of Corporate Secretaries is pleased to announce that Elissa Riddell has been chosen as the 2011 recipient of the Joyce Borden Reed Scholarship. Elissa is in her final year of the MBA program at McMaster University. She has specialized in 'strategic marketing and management of innovation and new technology' and has a keen interest in corporate governance and corporate social responsibility.

The Scholarship is given in memory of Joyce Borden Reed, first President of CSCS and is awarded to a student in the MBA program at McMaster University with outstanding scholarly activity and who demonstrates an affinity for, or illustrates interest, achievement, leadership, involvement, or extra curricular activities in relation to governance and governance issues. Applicants must submit a written submission relating to the stated criteria. To view Elisa's submission, click here.


A Member-owned organization asks:

  1. Do you have a policy (informal or otherwise) to deal with the disposition of Board-Committee materials (including notes) by directors?
  2. If so, what are the details re what directors are expected to do with their Board-Committee materials after meetings, what materials they can keep while on Board, retention period after cycle off Board, etc.
  3. What about directors cycling off the Board - do they sign an attestation to the effect that they have disposed of all materials in accordance with the 'policy'?
  4. Has any board member ever challenged the approach of retaining Board-Committee materials after cycling off Board or deemed the need to hold such materials in case of subsequent legal action requiring access to directors/former directors notes and files?

Your Response:

Please submit your response by going to CSCS Forum or completing the form below. In order to motivate members to use our forum more effectively, CSCS will appreciate your effort if you can respond using the Forum. 


Company Type: *
(ie: Publicly traded, crown corp, not-for-profit, government)
Company Size: * (ie: Small, medium, large, issuer based)
Responses: *

  Please type in your contact information if you wish to publish it with your response  

Contact Name: 
Job Title: 


Responses will be collated and then forwarded to the members at a later date, as well as being posted on the Request for Assistance Responses in the Members Only area of the website.

To view responses to previous Request for Assistance, please click here or login and click on Members Only Section > Request for Assistance Responses.

CCCA World Summit and National Spring Conference


The Canadian Corporate Counsel Association (CCCA) is holding its World Summit and National Spring Conference back-to-back in Montreal from April 13-17. This format will provide delegates with five consecutive days of networking and programming, combining both global and national perspectives. On the evening of April 15, the CCCA will host a joint reception, bringing together both events and featuring Richard Susskind, widely acknowledged as a leading world authority on the future of legal services. Other highlights include keynote talks by Lucien Bouchard, Pamela Wallin, Calin Rovinescu and Yuen Pau Woo, President and CEO of the Asia Pacific Foundation of Canada. For registration and further information please click here: 
Director Board Governance Of Social Networking
Bennett Jones LLP

Twitter, YouTube and other forms of social media have swept past teenage toys and now represent a key part of society's communication fabric. The chances are that the organizations you serve as a board director are already using social media to engage in social networking. If that's so, it's time for your board to turn its attention to board governance of social networking. When matters are strategic, or the associated risks become material, the board's oversight role needs to engage. And that is what is happening with social networking.

Read More

Advance Notice By-Laws - A Tool To Prevent A Stealth Proxy Contest Or Ambush
McMillan LLP

On a Sunday afternoon in the Spring of 2011, the Chair of a Canadian public company sent an email to one of our colleagues requesting assistance. The Chair had received a phone call on the prior day (Saturday) from a shareholder informing the Chair that the shareholder had legally accumulated enough proxies and obtained the support of enough registered shareholders to elect his own nominees as directors at the company's shareholders' meeting scheduled for 10:00 a.m. that Monday. This call, which was made less than 48 hours prior to the shareholders' meeting, was a total surprise to our client. In fact, the shareholder did not legally have to provide any advance notice to the company or its shareholders, and could simply have stood up at the meeting and successfully nominated his slate without providing any information about his nominees, other than their names!

Read More

Recourses Seeking Rectification Under The New Business Corporations Act
Lavery, De Billy

Although it is too early to determine all of the implications of the new Business Corporations Act1 (hereinafter the "BCA"), the courts have, on several occasions, already analyzed the application of this statute, particularly in the area of recourses for rectification. New sections 450 and following strongly resemble the sections of the federal statute concerning this subject.

Read More

Bill 127 And The Review Of The Rules Of Internal Management: Setting Standards For The Governance Of Institutions
Heenan Blaikie LLP

As of February 1, 2012, most of the amendments to the Act respecting health services and social services brought under the Act to improve the management of the health and social services network (the former Bill 127) and applicable to institutions will be in force.

Read More

2011 And Other Legal Developments Affecting Canadian And Other Non-U.S. Companies
Carter Ledyard & Milburn LLP

This memorandum summarizes some of the significant U.S. legal developments that occurred last year that affect Canadian and other non-U.S. companies

Read More

The Future of Corporate Governance is Focus for National Conference of the Society of Corporate Secretaries & Governance Professionals

The 66th National Conference of the Society of Corporate Secretaries & Governance Professionals is set for July 11-14, 2012, in Washington, D.C. The theme is The Shape of Things to Come, and the conference will feature keynote addresses and panel discussions on today's topics that will become tomorrow's issues..

Read More

Board Minutes: Be Alert To Process Issues

Fraser Milner Casgrain LLP


Board meeting minutes are required by nearly all business corporation statutes in Canada. More importantly, maintaining board minutes is prudent. Failing to accurately record the board's deliberations with appropriate detail may lead to adverse inferences regarding whether directors have fulfilled their duties. Nevertheless, there is a natural tension between providing sufficient detail to avoid any adverse inference being drawn against the directors and a lingering apprehension that an innocuous record might, with hindsight, be twisted out of context in litigation. And, of course, drafting well written and well structured board minutes is time consuming!

Read More

Executive Compensation: What Will 2012 Bring?

Weblogs at Harvard Law School


Executive compensation continues to command the center stage in public discourse about corporate governance. In the context of a troubled worldwide economy, the focus on pay in the financial services industry- most prominently evidenced by the Occupy Wall Street movement- has led to increased scrutiny of executive compensation at all companies.

Read More

NPO Issues - Whose Income Is It?
Miller Thomson LLP

As reported previously in this Newsletter, non-profit organizations have been subject to an ongoing CRA audit project over the past two and a half years.  The audit project is reviewing the tax compliance of a broad range of NPOs, in particular with a view to determining whether organizations that have filed as tax exempt NPOs do in fact qualify for this tax exemption under paragraph 149(1)(l) of the Income Tax Act.  At the same time, CRA has released a large number of interpretive documents addressing the requirements for the NPO tax exemption, and has taken positions that have thrown into question the bases on which NPOs have operated for decades.  We have addressed many of these new positions, and their implications for NPOs, in previous issues of this Newsletter.

Read More

US Non-Profits Funding Advocacy in Canada
Miller Thomson LLP

There have been a number of recent public statements criticizing "foreign" funding of environmental advocacy by Canadian charities and non profit organizations. This public discussion arises in the context of US and Canadian organizations engaged in environmental education and advocacy directed at Canadian oil sand development and distribution and in the context of US foundations funding this activity.

Read More

President's Message
Conference Update
Membership News
Joyce Borden Reed Scholarship
Request for Assistance
CCCA World Summit and National Spring Conference
News and Updates
Not-for-Profit News and Updates
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become A SPONSOR

Are you interested in advertising your company on CSCS's website and/or monthly e-newsletter?

For just $300.00 (plus HST) annually, visibility can be yours on either the CSCS's website or the monthly e-newsletter which goes out to our members and our network of contacts.

For those interested in advertising in both to increase their visibility, a package rate of $50.00 (+ HST) per month, or an annual charge of $500.00 (+ HST) is available.  

Press release or advertorials can also be posted on the monthly e-newsletter. Rates are $150 (+ HST) per banner ad per newsletter, or $1,000 (+ HST) per year. $350 for an advertorial or advertising article.


CSCS's monthly enewsletter has a circulation of over 5,000 including members and other governance professionals. For advertising, or for further inquiries, please email



BOArd of directors
David Masse (Chairman of the Board)
Senior Legal Counsel and Assistant Corporate Secretary
CGI Group Inc.
Daryn MacEachern (Vice-Chair)
Assistant Corporate Secretary
Talisman Energy Inc.
Janis McKenzie (Treasurer)
Manager, Share Compensation Plans
Sun Life Financial Inc.
Mary Batoff (Secretary)
Vice President, Legal & Secretary
First Uranium Corporation
Madeleine Bertrand
Director, Corporate Affairs & Access to Information and Privacy Coordinator
Royal Canadian Mint
Meg Comiskey
Corporate Secretary
Vancouver Airport Authority
Gina DeVeaux
Assistant Corporate Secretary
Purolator Inc.
Leah Fitzgerald
Associate General Counsel & Assistant Corporate Secretary
Capital Power Corporation
Patricia Parisotto
Corporate Secretary
Discovery Capital Management Corp.

Laurel Savoy
Senior Vice President
Canadian Stock Transfer Company Inc.


Lynn Beauregard (President)

Canadian Society of Corporate Secretaries

Do you have a career opportunity that you would like to advise our members? We invite you to send your posting for distribution to members (and friends) of the Canadian Society of Corporate Secretaries.


Click here for more details

Please login to to view recent Job Postings.   

Governance Specialist
Canadian Medical Protective Association (CMPA)
Director of Corporate Services
Fraser Valley Regional District
Executive Assistant, Board of Directors
ENMAX Corporation
VP - Fund Governance
Citco Trustees (Cayman) Limited
Corporate Administrator
Citco Trustees (Cayman) Limited
Chief Governance Officer
Mountain Equipment Co-op
Events & Workshops


Canadian Society of Corporate Secretaries


CSCS: 14th Annual Corporate Governance Conference

When: August 19 - 22, 2012
Where: Fairmont Hotel Vancouver, BC.


Click here to Register


For complete list of CSCS events click here

Canadian Investor Relations Institute

Accelerate Your IR Strategy
CIRI's 25th Annual Investor Relations Conference
Fairmont The Queen Elizabeth, Montreal, June 10-12, 2012

Click here to Register

For complete list of CIRI's events click here


Brown Governance

For complete list of Brown Governance seminars  click here

Institute of Corporate Directors

For complete list of ICD's events click here
Institute of Chartered Secretaries and Administrators
For complete list of ICSA's events click here

For complete list of RR DONNELLEY events click here



Canadian Corporate Secretary's Guide

Subscriptions include Corporate Brief, a monthly newsletter containing feature articles, digests of recent cases and updates to legislation. CCH Canadian is pleased to offer CSCS members a 30% discount when ordered through CSCS. The latest subscription rate for either loose-leaf or online is $735.00 + applicable taxes.

To order, contact the CSCS National Office by email at

Chartered Secretaries Canada offers publications that may be of interest to CSCS Members

The first guide in their Practical Guides for Strategic Governance series -Understanding Your Board of Directors, is now available in English for $19.95.

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 ( 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-bulletin 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