THE NEWSLETTER FOR THE CANADIAN SOCIETY OF CORPORATE SECRETARIES MARCH 2016
president's Message 

Dear ,

 

lynn image

Early-early bird registration is now open for the 18th CSCS Annual Corporate Governance Conference!
Plan to attend the premier event for Canadian corporate governance professionals this coming August 21st - 24th, in stunning Whistler, BC at the Fairmont Chateau Whistler!

 

The CSCS Conference is the leading Canadian conference for corporate secretaries and governance professionals. The conference attracts over 350 governance professionals from leading corporations across Canada. The event features three days of expert panels, workshops and breakout sessions on top of mind issues and the evolving corporate governance landscape in Canada and internationally. It is a unique opportunity to network colleagues, experts, practitioners and provides invaluable opportunities to exchange ideas, to discuss current challenges and to share best practices.

 

As always, this year's program will bring together leading subject matter experts on critical issues in governance from across all sectors and industries. This year's conference  will feature streams on "Leading Practices in Governance ", "The Board and the Corporate Secretary" and "Critical Issues in Governance", as well as sector- and topic-specific roundtable discussions, plenary panels and keynote speakers

 

Here are some highlights of the program:

  1. We are bringing back Andrew Fastow, former Chief Financial Officer, Enron Corporation (who was a huge hit at the Montreal conference) for a very different presentation that is not to be missed!
    • Master Class in Ethics: Striking a Balance Between Rules and Principles - Panelists: Andrew Fastow, former Chief Financial Officer, Enron Corporation; Dr. Richard Leblanc, Associate Professor, Law, Governance & Ethics, Faculty of Liberal Arts & Professional Studies, York University; Mike Garvey, FCPA, FCA, ICD.D, Chairman Kelvin Storage Inc; Errol Mendes, Professor, Faculty of Law, University of Ottawa
       
  2. We are featuring the following plenary sessions:
    • A Chair's Panel on the evolving role of the Corporate Secretary
    • Guidance for Boards on Cybersecurity and Information Governance: What Can Organizations do to Get Cyber Ready
    • Board and Director Effectiveness: Challenges, Practices and Principles That are Shaping Today's Boardroom
       
  3. Workshops and breakout sessions include:
    • The Evolving Role of the Corporate Secretary and Governance Professional in Canada
    • Achieving Diversity and Inclusion Through Recruitment, Policies, Processes and Measures
    • The Role of the Board in Special Situations
    • Disclosure: Increased pressure. Increased transparency. Increased value?
    • The Role of the Board in Risk Management Oversight
    • The Stabilizer in the Boardroom: Helping Steer the Board During Turbulent Times
    • Bringing Young Talent on Board: Effective Strategies for Recruiting and Onboarding Young, Digital Directors
    • The Role of the Corporate Secretary in Establishing Effective Governance Practices

...and more!

 

For additional agenda details, including session descriptions, check out the preliminary conference program and click here  to register today for the early-EARLY-bird discount (available until April 15th!)

 

I look forward to seeing you in Whistler in August!

 

Sincerely,

Lynn Beauregard
President 

2016 EXCELLENCE IN GOVERNANCE AWARDS

Nominations for the 4th annual Excellence in Governance Awards (EG Awards) opened March 1st!

This is your chance to be recognized for your organization's successes in governance, or to nominate another organization.

The deadline for nominations is May 31, 2016 and the shortlist of finalists will be announced in early July. The winners of the EG Awards will be announced and celebrated at a dinner and awards ceremony on the evening of November 15th inToronto. For more information on the awards, the categories, criteria and judges, click here. To learn more about last year's winners and the reasons why the judges chose these organizations, download the 2015 Judges' Report.

Conference and sponsorship update

CSCS 2016 conference registration is now open!
Register today

 

The CSCS conference is just five months away and we are excited to announce the launch of early-EARLY-bird registration!

 

Join us in Whistler, BC, August, 21 - 24, 2016! Experience a bit of Whistler now by watching this video.


For those of you who joined us in Montreal for our 2015 Conference, "Governance, Risk and Ethics: A New Age of Accountability," then you'll know why last year's conference had our highest ratings to-date. If you missed out, then you really need to join us for 2016.


Why register for early-EARLY-bird?
Register at the early-EARLY-bird rate and receive a complimentary copy of The Handbook of Board Governance: A Comprehensive Guide for Public, Private and Not for Profit Board Members. (Value: $75.00 USD)

The Handbook of Board Governance provides comprehensive, expert-led coverage of all aspects of corporate governance for public, nonprofit, and private boards. Written by collaboration among subject matter experts (editor: Richard Leblanc), this book combines academic rigor and practitioner experience to provide thorough guidance and deep insight.

For additional agenda details, including session descriptions, check out the preliminary conference program.

 

We hope you're planning to join us in Whistler. Take advantage of the registration savings - and our bonus book offer - and begin your conference registration now!

 

For additional conference details, including travel and accommodation information, visit cscs.org/AnnualConference.

 

Tina Hutchinson

Director, Conference & Sponsorship

Become a CSCS Sponsor
 
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  click here.

Tina Hutchinson
Director, Conference & Sponsorship
Professional development
Meetings, Minutes and Running Effective Board Meetings

Meetings, Minutes and Running Effective Board Meetings outlines statutory and common law rules in relation to meetings of directors, members, managed investment schemes, class meetings and meetings of creditors. This workshop provides guidance on good governance practices for the notice, planning and conduct of meetings and examines legal and regulatory requirements for procedures in relation to minutes and resolutions.
 

 Montreal, 04 April 2016 | Calgary, 05 April 2016 | Vancouver, 15 April 2016
 
Excellence in Subsidiary Governance

Due to the growing complexity of compliance requirements and the opportunities and challenges of doing business in multiple jurisdictions, subsidiary governance has become increasingly important for large organizations. This session will provide an overview of leading subsidiary governance practices.
 

Calgary, 14 April 2016 | Toronto, 21 April 2016

Toronto Corporate Governance Exchange

Join leading industry experts and a community of senior-level, in-house governance professionals to discuss the most important issues effecting public issuer company directors and executives. This highly interactive program brings together board directors, corporate secretaries, general counsels, institutional investors and highly respected corporate advisors in a day of discussions, networking and peer exchange.
 

Toronto, 18 May 2016

Governance Essentials for the Corporate Secretary - 2 day Seminar

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.
 

Calgary, 30 - 31 May 2016 | Toronto, 14 - 15 November 2016

Member Dialogues

These 1 hour dialogues will be held via a web conferencing system and registrants will be required to join via web link and connect their audio either through computer or phone. Sessions are limited to 35 participants. Industry sectors and specific issues include:

  • Not-for-profit organization issues with John Dinner - April 5th at 12 pm
  • Private firm issues with Sylvia Groves - April 12 at 12 pm
  • Enhancing the board/management relationship with Sari Diamond - April 13, 2016 at 12 pm EST
  • Crown corporation issues with Maria Capozzi - April 19th at 12 pm
  • How boards should address ethics, risks and integrity with Poonam Puri - April 20th at 12 pm
  • Activism with Richard LeBlanc - April 22, 2016, 12 pm

Membership News
CSCS is seeking candidates for the 2016 - 2017 Board of Directors

The CSCS Board of Directors makes important decisions that shape the future of the organization and provides critical guidance and oversight by determining and monitoring the strategic direction of the organization.

 

The Governance and Nominations Committee has been working hard to make sure the Board has the right mix of business skills, knowledge and experience to advance the organization. The Committee is specifically seeking assistance in identifying engaged, collaborative and motivated candidates with a passion for our mission, which is "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"

 

Ideally, successful candidates will possess strong skills in the key areas of leadership, finance, advocacy, communications and marketing skills. All candidates will be considered by the Governance and Nominations Committee taking into account their relevant mix of skills and experience.

 

Directors are elected by members for a one-year term and may stand for re-election by members on an annual basis. The Board meets approximately once a quarter by teleconference and at least once a year in person, generally at the annual conference.

 

We need your knowledge, experience and passion to help with the promotion and advancement of CSCS! If you, as a CSCS member in good standing, are interested - or know another CSCS member who would be an ideal candidate - we encourage you to submit a nomination. To do so, please provide a few short paragraphs that cover:

  • the proposed nominee's skills and experience
  • the proposed nominee's present or past involvement in CSCS, if applicable
  • how the nominee might best contribute to CSCS.

If you have any questions or have nominations to submit, please contact Pamela Smith by email or phone (416-921-5449 x 303 * 1-800-774-2850 x 303).

 

Nominations for the 2016 - 2017 CSCS Board of Directors must be received by April 15, 2016.  Elections will be held at the CSCS Annual General Meeting on Monday, August 22, 2016 at The Fairmont Chateau Whistler Resort, 4599 Chateau Blvd, Whistler, BC.

Welcome New CSCS Members!

 

It is with great pleasure that the Canadian Society of Corporate Secretaries (CSCS) acknowledges and thanks the following people for joining or rejoining the Society in the last 30 days.

With the support and participation of members like you, CSCS is able to be a nationally recognized leader for information, education, advocacy and best practices in the field of corporate governance.

Welcome to the Society, and thank you!

  • Elizabeth Benson, Secretary, Board of Govenors, Sheridan College. Oakville ON
  • Tessa Christie, Coordinator, Regulatory-Legal Affairs & Assistant Board Secretary, Chicken Farmers of Ontario, Burlington, ON
  • Rosa Collia, Senior Law Clerk, 407 ETR Concession Company Limited, Woodbridge ON
  • Dana Cross, Program Consultant, Governance and Policy , Canadian Institute for Health Information, Ottawa ON
  • Tamara Day, Director, Legal Services, FortisAB Inc, Calgary AB
  • Marie-Eve Goulet, Corporate Counsel, Turquoise Hill Resources, Montreal QC
  • Chris Horbasz, Director, Corporate and Regulatory Affairs & Board Secretary, Chicken Farmers of Ontario, Burlington ON
  • Lindsay Horwood, Vice President, General Counsel & Corporate Secretary, Computershare Trust Company of Canada, Toronto, ON
  • Chris Jodhan, Vice President and General Counsel, Electrical Safety Authority, Mississauga ON
  • Alexandria Kostenko, Executive Assistant, Sunshine Coast Credit Union, Gibson BC
  • Mary Ann Kozlowicz, Corporate Secretary, Trimac Transporation Ltd, Calgary AB
  • Ling Liu, Acting Lead, Board Relations, ATB Financial, Edmonton AB
  • Michelle McCloskey, Governance and Policy Analyst, Workplace Safety & Prevention Service, Mississauga ON
  • Glenda McLachlan, Corporate Secretary and Director Governance & Strategic Planning, Encasa Financial Inc, Toronto ON
  • Derek Patterson, Vice President, Legal & Policy and Corporate Secretary, BC Safety Authorit, New Westminster BC
  • Margaret Piskorz, Senior Accountant & Special Projects Coordinator, University of Toronto Schools, Toronto ON
  • Kate Revington, University Secretary, University of Guelph, Guelph ON
  • Linda Sabine, Manager, Board Affairs & Senior Law Clerk, Home Trust Company, Toronto ON
  • Christine Thomas, AVP, Legal Services & Governance, Senior Legal Counsel and Corporate Secretary, MD Financial Management Inc, Ottawa ON
  • Lesley Togawa, Senior Manager, Office of CEO & Board Secretary, Healthcare of Ontaio Pension Plan (HOOPP), Toronto ON

Pamela Smith

Director, Membership and Administration

Not a CSCS Member?
WHY JOIN CSCS 

As a CSCS Member, you will have access to:

  • A community of like-minded governance professionals

  • A network of key governance products, services and solution providers

  • Access to and discounts for CSCS professional development, education sessions and webinars throughout the year, including the leading annual conference on corporate governance best practices in Canada (this year's event will be held in Whistler, BC August 21-24, 2016)

  • Practical resources and guidance on best practices in good governance for their organization

  • Monthly electronic newsletter 'Governance Matters' and briefing on the latest developments in governance in Canada and internationally

  • Updates on the latest regulatory developments and their impact, as well as a voice in the consultation process through CSCS

  • Preferential access to practical, professional development activities offered by various like-minded partners in Canada and internationally

And, we are the voice of corporate secretaries and governance professionals in Canada

If you have any questions or require further information, do not hesitate to call at 416-921-5449, or 1-800-774-2850, ext 303, or email us at memberservices@cscs.org.

   

Annual Membership Dues

 

The 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.

REINSTATE YOUR MEMBERSHIP TODAY  

If you were previously a member of CSCS, we invite you to reinstate your membership. 

 

You will only be responsible for paying the current year's dues, and the date you reinstate your membership will be considered your join date. 

 

No reinstatement fee will apply. 

 

Take advantage of this offer today by emailing us at memberservices@cscs.org

Membership renewal notices 

Membership renewal notices are sent out 2 months prior to your anniversary date. 

If you haven't received your notice, or have questions about your membership, renewal payment or require a credit card authorization form, contact Pamela Smith at the CSCS office.

Take advantage of the CSCS' flexible and green option of online renewal by:

  1. Logging on 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;
  2. Following suggested actions on your profile screen; and
  3. Reviewing all information in your profile and revising as required 

If there are changes in your contact details, we would like to remind you to please update your membership profile online so that we can make certain that you receive your renewal notice and any other CSCS membership communication.
Thank you for your continued support of CSCS.

 

 

This is old news to some but many of you haven't updated your records. Please note that as of December 1, 2014 our address became:

Canadian Society of Corporate Secretaries
802 - 21 St Clair Avenue East
Toronto ON, M4T 1L9

 

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.

 

Board Diversity Policy

We (A medium size not-for-profit) plan to put a formal Board Diversity Policy in place this year. Do members have diversity policies that they would be willing to share? Thanks so much.

Secure Real-time On-Line Remote AGM Voting on Resolutions

Being a national regulatory and licensing authority with members scattered across Canada, and some even based internationally, we stream our Annual General Meeting of Members over the internet via a password-protected members' log-in to our website. Some members who cannot attend in-person resent using a proxy form to express their wishes on the various resolutions being presented to the assembly, and have asked us to explore the possibility of live real-time on-line voting for those at in a different city watching the meeting.

QUESTION: Does anyone know of a live real-time remote voting software solution that is SECURE (so we are guaranteed that only bona fide members are voting, and only voting once) as resolutions are being presented during the AGM? All solutions offered to us so far do not guarantee on-line voter integrity which is the sticking point since the providers admit one person could vote several times on a resolution simply by using multiple phones and/or laptops.

Exit Interview for Directors

Does anyone use an exit interview for their board directors? If so, would you be willing to share this with me. We have a new board in place (1.5 years), however, we've not gone through a performance evaluation yet but would like to capture some feedback from some of the directors who are departing due to their terms ending.

Poor Man's Board Book

I have used Diligent with great delight for many years, but am now looking to provide a "poor man's" option for a not-for-profit organization. The only thing I've come up with so far is 'Wondershare PDFElement', with which I can combine multiple documents into one long pdf. Individual license holders can annotate/highlight, etc., or - I can simply create one clean pdf for their use.

I have a vague memory of a website option that actually allows for creation of a product that looks something like Diligent (i.e. a tabbed, page-numbered binder).

Does anyone know of any options, or - is anyone familiar with PDFElement?

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
Guidance and Technical Reporting Requirements Finalized re: Extractive Sector Transparency Measures Act

Goodmans LLP

Natural Resources Canada has released Guidance and Technical Reporting Specifications documents related to the Extractive Sector Transparency Measures Act (the "Act"), which imposes annual reporting requirements for payments made by Canadian extractive companies (mining, oil and gas) to foreign and domestic governments, including Aboriginal governments. Reporting entities to whom the Act applies must enrol with Natural Resources Canada to submit their reporting and are encouraged to do so by June 30, 2016.

Canadian Securities Administrators encourage investors to check before they invest
Canadian Securities Administrators

Halifax - The Canadian Securities Administrators (CSA)are encouraging all investors to participate in Check Registration Day on March 16, 2016 by visiting aretheyregistered.ca to see whether the individual or firm offering them an investment or advice is registered to do so.
Tenure Voting Could Shift the Balance of Corporate Power
The New York Times Company

A great divide exists in the voting power of shareholders in the United States.

The majority of American companies have one share, one vote, but more and more companies are going public with a dual-class stock structure. Here, the voting power rests in the hands of the founders or another group of shareholders.
"Publish What You Pay" Alert: ESTMA Guidance and Reporting Requirements for Mining, Oil and Gas Firms Now Finalized
McCarthy T├ętrault LLP

Natural Resources Canada ("NRCan") recently released its finalized implementation tools for reporting payments to governments and government officials by mining and oil and gas companies under the Extractive Sector Transparency Measures Act. These new "publish what you pay" requirements are intended to supplement the anti-corruption measures contained in the Criminal Code and the Corruption of Foreign Public Officials Act ("CFPOA"). The Canadian government has noted that the purpose of the new regime is to improve transparency within the industry and to achieve alignment with similar measures set out in the EU Transparency Directive and the US Dodd-Frank Wall Street Reform and Consumer Protection Act.
Province Appoints Council to Modernize Ontario's Business Laws
Ontario Taking Action to Create a More Supportive Business Climate
Newsroom| Ontario's official news source

Ontario has established a new Business Law Advisory Council that will make recommendations to reform laws that are responsive to changing business priorities and supportive of a prosperous economy.

The advisory council is comprised of professionals who have demonstrated expertise in commercial and corporate law, and have a strong knowledge of the challenges and opportunities faced by businesses in the province. Carol Hansell has been appointed as Chair and E. Patrick Shea as Vice-Chair.
It's About Time - CSA Proposes Amended Take-Over Bid Regime
Osler, Hoskin & Harcourt LLP

The Canadian Securities Administrators (CSA) have published for a 90-day comment period significant amendments to the take-over bid regime in Canada (the Proposed Amendments). Collectively, they represent the most important proposed changes to the Canadian take-over bid regime since 2001. If adopted, these amendments will increase the amount of time afforded to a target issuer to respond to a hostile bid, effectively resulting in a 120-day "permitted bid" regime.
5 Ways To Avoid Being Targeted By An Activist Investor
Low360

Law360, New York (March 25, 2016, 9:06 PM ET) -- Activist campaigns don't discriminate against targets based on size or sector, and as more cash pours into funds with an activist agenda, public companies of all kinds should prepare for the change that an activist surfaces in their stock. But preparing for that likelihood can also spark crucial changes that prevents an activist from zeroing in in the first place, experts say.
ICD Releases Guidance for Director-Shareholder Engagement
Institute of Corporate Directors

The Institute of Corporate Directors (ICD), Canada's national association for boards and directors, today released guidance on director-shareholder engagement. The ICD endorses engagement in a way that complements management-led investor relations as an important means of fostering understanding that can help boards better oversee strong, innovative and growing companies.
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CANADIAN SOCIETY OF CORPORATE SECRETARIES

Meetings, Minutes and Resolutions - Also available as a webcast in Toronto, ON
Toronto, March 22, 2016 | Montreal, April 4, 2016 | Calgary, April 5, 2016 | Vancouver, April 15, 2016>
 
Excellence in Subsidiary Governance
Calgary, April 14, 2016 |Toronto, April 21, 2016
 
Toronto Corporate Governance Exchange
Toronto, May 18, 2016
 
Governance Essentials for the Corporate Secretary - 2 day Seminar
Calgary, May 30-31, 2016 | Toronto, November 14-15, 2016
 
For complete list of CSCS events click here
visit our sponsors

The CSCS Annual Sponsorship Package has a new, updated look this year. We've added more visibility levels and expanded on the value for each opportunity. The package still includes the Excellence in Governance Awards, Annual conference, professional development, website, e-newsletter and a few other opportunities.


Talk to us about customizing your own bundle!

For the complete 2015 Annual Sponsorship package, click here.

advertise with us

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!

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:-
 
Corporate Secretary
HSBC Bank Canada

Manager, Board Relation
CNIB

Please login to www.cscs.org to view all the Job Postings. 
Board of Directors
David Masse 
(Chairman of the Board)

Toronto, ON
 
Janis McKenzie 
(Treasurer)

Brampton, ON

Mary D. Batoff
President and Chief Executive Officer
First Uranium Corporation
Toronto, ON
 
Carmel Bellamy 
(Chair, Membership Committee)

Corporate Secretary and Sr. Director, Governance, Member & Co-operative Relations
The Co-operators Group Limited
Guelph, ON
 
Brigitte Catellier
Vice President & Corporate Secretary 
Sun Life Financial Inc.
Toronto, ON
 
Misti Christensen
(Chair, Governance and Nominations Committee)

Manager Governance and Assistant Secretary
Nexen Energy ULC
Calgary, AB
 
Margaret (Meg) Comiskey
Manager, Policy and Research and Assistant Corporate Secretary
Vancouver Airport Authority
Vancouver, BC
 
Alain Dussault 
(Chair, 2016 Conference Planning Committee)

Lawyer, Corporate Secretary's Office
Canadian National Railway Company
Montreal, QC
 
Glenn Keeling
(Chair, Sponsorship Engagement Committee)

Sr. Partner, Executive Compensation & Governance Global Governance Advisors
Toronto, ON
 
Sally Maziarz
Assistant Corporate Secretary
EPCOR Utilities Inc.
Edmonton, AB
 
Lynn Beauregard 
(President)

Canadian Society of Corporate Secretaries
Toronto, ON

About CSCS 

The Canadian Society of Corporate Secretaries (CSCS) is the voice of corporate secretaries and governance professionals in Canada.  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 info@cscs.org