THE NEWSLETTER FOR THE CANADIAN SOCIETY OF CORPORATE SECRETARIES
JULY 2016
Chair's & president's Message 
Why CSCS is changing its name to 'Governance Professionals of Canada'

Dear ,

The Canadian Society of Corporate Secretaries was founded in 1994, shortly after the Dey Report on the state of corporate governance among Canada's public companies was issued. When CSCS began its activities, public awareness of the importance of governance as a discipline both in Canada and abroad was in its infancy. The initial focus on the governance of public companies has evolved over the years to the point where today, not -for-profits, crown corporations, and even large private enterprises recognize the need to apply best practices in governance. With that change, the number and diversity of governance practitioners has also grown - within and outside our organization.

In a big bang view of governance, corporate secretaries were among the very first governance practitioners and, not surprisingly, lent their title to the organizations that represented them. The governance universe has expanded and it continues to evolve.
CSCS has consistently been at the forefront of that evolution and must continue to do so.

Our membership has grown, our activities have expanded and our influence as the leading Canadian voice of governance is now firmly established. The proposed change in our name to " Governance Professionals of Canada", reflects that growth and acknowledges governance as the defining principle that encompasses all that we do and all that our members do.  

While our name may change, the corporate secretary remains the keystone member of this organization.  We remain dedicated to offering quality information, education sessions and trusted dialogues with our network and among top experts, regulators and academics regarding key corporate governance issues and best practices. We also remain focused on developing new resources for the profession, such as a Canadian certification for governance professionals in the near future and a network of local chapters across Canada. 

Our proposed new name, Governance Professionals of Canada, will help us to be more successful in achieving our mission and in serving the needs and voice of the governance profession in Canada.

We need your support to accomplish this.  Please vote your proxy in support of the special resolution to change our name to " Governance Professionals of Canada" at the Annual and Special Meeting on Monday, August 22nd at the upcoming 2016 Annual Governance Conference ( 2016 Annual Governance Conference) in Whistler, British Columbia (August 21st to 24th).

Sincerely,

David Masse
Chair of the Board 
Lynn Beauregard
President
CSCS Members, Don't Forget to Vote!

 

CSCS' Annual and Special Meeting will be held at 8:15 a.m. (PDT) on Monday, August 22, 2016 at the Fairmont Chateau Whistler, Whistler, BC.

All members are encouraged to attend the Meeting. Even if you are attending, we encourage you to vote your proxy as soon as possible.

Please note, the CSCS By-laws allow all members the opportunity to vote. Members may vote in person at the Meeting, by proxy or, for your convenience, D.F. King, our Proxy Solicitation Agent, has the ability to obtain your voting instructions over the telephone.

D.F. King will be contacting CSCS Members by phone and email. All voting instructions provided by CSCS members over the phone will be recorded, and members who consent to providing their voting direction through the telephonic method will receive a letter of confirmation that his or her voting instructions have been accepted. Soliciting and taking telephonic votes with members consent is intended to assist CSCS members in completing their submissions; however, there is no obligation for any member to provide this information over the phone as members can also email or fax their proxy to the tabulator.

Please return your proxy  By email to inquiries@dfking.com or fax to 1-888-509-5907 as soon as possible and no later than 8:15 a.m. PDT on Thursday, August 18, 2016.

Annual General Meeting documents include:

  • Letter from the CSCS Chairman of the Board

  • Annual and Special Meeting Notice

  • Meeting Agenda

  • Information Circular

  • Minutes of the 2015 Annual Meeting of Members

  • Audited Financial Statements for the year ended March 31, 2016

  • Special Resolution of the Members

  • Proxy Form

These documents are available at cscs.org. (These are members' only documents. You must be logged in using your CSCS username and password to access them.)

 

Pamela Smith

Director, Membership and Administration

Conference and sponsorship update
Governance in Focus
August 21 - 24, 2016 | Whistler, BC | Fairmont Chateau Whistler

The CSCS 2016 conference is a great lineup of sessions and speakers. Our featured keynote and plenary sessions include the following topics: Discussing the Evolving Role of the Corporate Secretary; How to Get Cyber Ready; Striking a Balance Between Rules and Principles; Challenges, Practices and Principles That Are Shaping Today's Boardroom. 

 

This annual conference brings together leading governance experts and practitioners to provide a perspective on both sides of governance. Andrew Fastow, former CFO of Enron, (who made a wildly successful appearance in 2015) is back for another session, this time in a more dynamic and interactive dialogue. Add in our workshops and concurrent sessions and the conference programming for 2016 is another top-notch event. Check out the complete program details here.

But it's not all work! CSCS has a few fun activities lined up, including our opening Sunday night cultural reception and our Tuesday Casual (Fun) Evening. This year's Tuesday evening theme will be "80's." Bring your loud colours, extreme fashion and sky-high hair...legwarmers, spandex, side ponytails, high tops and fingerless gloves all welcome! Get ready with your best 80's outfit because we will have prizes and contests.

If you are registered the conference, you'll be getting a "Know Before You Go" email in the next couple of weeks, which will include updated schedule information, dress code and other key conference details closer to your Whistler departure.

If you have yet to register (or know someone who has not), it's not too late! Registration is still open and you can start the process right here and now.

We still have a few exciting opportunities for sponsorship and exhibitor booths! This is THE event for networking with the governance decision maker in Canada and we feature the leading solutions and services for professionals in governance. 

 

For questions about the conference programming or any of the details, please contact conference@cscs.org.

We look forward to seeing you in Whistler soon!
 

JOIN NOW
Bundle your conference and membership registrations and SAVE!!! 
 
By registering for membership before purchasing your conference
 registration, you will save MORE than the cost of your membership! You essentially become a CSCS member at no charge by combining the two and still save! 

Non-member registration =  $2,020
VS :
Member registration $1,440  +  CSCS membership  $495 = $1,935 
A Combined Savings of: $75 

Join CSCS today by clicking here 


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
Thank You to our 2016 Conference Sponsors!


 

Official Partner of CSCS 

 

Printed Material

 

 

 

 

         
   

   
 

 

 

         

 

 

         

 

 

 

 

Media Sponsors

 

 

 

Partners

 

 

         

 

       
Professional development
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.
 

Presenters: Sylvia Groves, FCIS, President and Creative Director, Governance Studio; Richard Leblanc, CMC, BSc, MBA, LLB, JD, LLM, PhD, Faculty of Liberal Arts and Professional Studies, York University; Janis Riven, LLB & BCL, MBA, PAdm, FCIS, Acc.Dir., Corporate Governance Consultant, Governance & Compliance Solutions, John Molson School of Business, Concordia University
 
Vancouver | October 11-12, 2016
Terminal City Club 837 West Hastings Street, Vancouver, British Columbia
 
Toronto | November 14 - 15, 2016
Twenty Toronto St. Conferences and Events, 20 Toronto St., Toronto, ON

Membership News
CSCS HAS A NEW TEAM MEMBER!
 
We are pleased to introduce Amberly Strauss who joins the CSCS team as the new Membership and Marketing Manager. Amberly has a Bachelor of Arts Honours Communication Studies from Carleton University. She comes to us with more than six years of experience internal/external communication, marketing and branding, community engagement, customer service, social media strategy and communications. We are very excited to welcome her to the team to head up our exciting projects including membership development, local engagement and chapter development, as well as our social media strategy. 

You can reach Amberly at amberly.strauss@cscs.org or by phone at 416-9215449 x 314 or 1-800-774-2850 x 314.!
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 31 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!

  • Jason Born, Vice Chair, Board of Directors, Alberta Chicken Producers, Abbotsford BC
  • Jane Brindle, Legal Counsel, TransCanada PipeLines Limited, Calgary AB
  • Trudy Gusse, Manager, Governance Support and Administration, Alberta School Employee Benefit Plan, Edmonton AB
  • Meagan Jurewicz, Computershare Governance Services, Shelton CT
  • Heather Macdougall, Director, Policy and Public Affairs and Corporate Secretary, Nova Scotia Liquor Corporation, Halifax NS
  • Allison MacLean, Blue Cross Life, Moncton NB
  • Slavena Mandic, Trade and Insider Reporting Coordinator, Goldcorp Inc, Vancouver BC
  • Amy Manning, Senior VP, General Counsel and Secretary, The Pasha Group, San Rafael CA
  • Jane Medlar, Executive Assistant and Corporate Secretary, Columbia Basin Trust, Castlegar BC
  • Debbie Paulon, Assistant Corporate Secretary, Alberta Innovates Technology Futures, Edmonton AB
  • Lindsay Ray, Senior Corporate Law Clerk, GHD Limited, Waterloo ON
  • Thomas Ridgeway, Corporate Trader, FIRMA Foreign Exchange, Edmonton AB
  • Erin Wheaton, Founder, Peak Governance Solutions, Calgary AB

Pamela Smith

Director, Membership and Administration

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.

 

Investment Committee Compensation

We are creating an investment committee and trying to benchmark compensation rates for similar funds. Consultants are more expensive than we want to spend and we expect that an informal benchmarking would be acceptable to the Board. Would anyone be willing to share the compensation paid to the members of their investment committee and the size of the portfolio under investment? Our fund is about $70M.

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
CSCS response to CSA Multilateral Staff Notice 54-304 - Final Report on Review of the Proxy Voting Infrastructure and Request for Comments on Proposed Meeting Vote Reconciliation Protocols
The Canadian Society of Corporate Secretaries ("CSCS") has been seeking fundamental changes in the way shareholder voting is regulated and administered for a long time now.

Our first initiative in 2008 was a white paper suggesting how Canada's leading corporation statutes might be amended to ensure that all shareholders benefit from equal rights.

Our second, bolder initiative, was in 2011 when the Society devoted considerable financial and material resources and convened all stakeholders, including issuers, institutional shareholders, federal and provincial regulators, transfer agents, intermediaries, proxy agents, and proxy solicitors to a national Shareholder Democracy Summit conference held in Toronto in the fall of 2011 (the "Summit").

Read More

Theresa May's plan to shake-up corporate governance receives IoD support

Accountancy Age

MEASURES to reform boardroom governance in the UK and rebuild trust in big business announced yesterday by Theresa May have received tentative support from the Institute of Directors.

The incoming prime minister made the pledge moments before her rival, Andrea Leadsom, pulled out of the leadership race. The announcement included plans to put employee and consumer representatives on company boards and place tighter controls on executive pay.

United States Joins Canada and European Union in Adopting Transparency Rules for Payments by Extractive Industry
Davies Ward Phillips & Vineberg LLP

In line with a global trend for greater transparency of payments made by companies in extractive industries to governments of resource-rich countries, the United States has joined Canada and the European Union in adopting "publish what you pay" rules for such companies. These rules are aimed at combatting corruption and promoting the accountability of these governments to their citizens.
Will Virtual Meetings Become a Reality in Canada?
McMillan LLP

An emerging trend among public companies in the United States is to conduct their annual general meetings ("AGMs") virtually through the use of remote meeting technologies, which enable some or all of the participants to attend electronically. With high-profile companies such as Comcast, Intel, Starbucks, Paypal, and Hewlett Packard having recently held virtual-only AGMs, we may soon see a similar acceptance of the online forum among Canadian companies. Recently, Lululemon (NASDAQ: LULU), a Delaware company based in Vancouver, conducted its AGM completely virtually, leading to local media coverage and a debate over the use of virtual AGMs.
Changes to Ontario's Securities Act Close Another Gap in the Insider Trading Rules
Torys LLP

On July 8, 2016, the Ontario Securities Act (the Act) was amended to prohibit a person who possesses undisclosed material information from recommending trades or encouraging others to trade in securities of the issuer. The amendment is the latest in a series intended to close gaps in Ontario's insider trading rules. The impetus for these amendments are decisions of the Ontario Securities Commission (OSC) in which the Commission's public interest jurisdiction was used to identify and close gaps in the Act. By making these changes to the Act, the legislature has added clarity to the insider trading rules and greater certainty for market participants.
Canadian securities regulators release report on 2013-2016 achievements
Canadian Securities Administrators

The Canadian Securities Administrators (CSA) today released a report on the work achieved under its three-year Business Plan for the period of April 1, 2013 through June 30, 2016.
OSC Announces Office of the Whistleblower Launch Date and Appoints Chief
Ontario Securities Commission

The Ontario Securities Commission (OSC) announced today the appointment of Kelly Gorman as Chief of the Office of the Whistleblower, effective immediately. The Office of the Whistleblower will open to receive tips on July 14, 2016.
OSC Publishes Statement of Priorities for 2016-2017
Goodmans LLP

The Ontario Securities Commission (OSC) recently published its Statement of Priorities for 2016-2017. The Statement of Priorities is published annually and offers stakeholders a glimpse into the OSC's goals and priorities for the upcoming year, including where the OSC intends to focus key resources and actions. A draft of the Statement of Priorities was published on March 10, 2016, in response to which the OSC received 23 comment letters that, with some exceptions, were broadly supportive of the OSC's overall direction.

Read More

Are Mandatory Gender Diversity Targets Coming for Public Companies in Ontario?
Blake, Cassels & Graydon LLP

On June 7, 2016, the Ontario government announced that it has accepted all 11 recommendations set forth in Catalyst Canada's report, Gender Diversity on Boards in Canada: Recommendations for Accelerating Progress (Report). Catalyst Canada is a non-profit organization whose mission is to accelerate progress for women through workplace inclusion. The Report was commissioned by the Government of Ontario and is intended to advance gender balance on boards through providing recommendations to companies and business leaders as well as the Ontario government.
Canadian Securities Regulators announce contractual agreement to renew CSA National Systems
Canadian Securities Administrators

Montreal - The Canadian Securities Administrators (CSA) today announced that it has entered into an agreement with CGI Information Systems and Management Consultants Inc. (CGI) to renew the CSA National Systems.

Read More

The OSC Whistleblower Program: What Employers Need to Know
Troys LLP

On July 14, the Ontario Securities Commission (the Commission) formally launched its Whistleblower Program (the Program) (OSC Policy 15-601), which seeks to encourage individuals and companies to report suspected violations of Ontario securities laws to the Commission. Coincident with the launch of the Program, the Ontario legislature made certain revisions to the Ontario Securities Act (the Act) to prevent a person or company from taking any action that would adversely affect an employee's employment because the employee has cooperated with the Commission, including by reporting conduct under the Program.

Read More

Official Partner of CSCS
Join our Mailing List
 
In This ISssue
QUICK LINKS
Not a Member 
- Join Today
Newsletter Archives
Request for Assistance
Job Posting

Surveys

Events & workshops
 
CANADIAN SOCIETY OF CORPORATE SECRETARIES

Governance Essentials for the Corporate Secretary - 2 day Seminar

Vancouver, October 11-12, 2016
Toronto
, November 14-15, 2016
 
For complete list of CSCS events 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:-
 
Recording Secretary
Workplace Safety and Insurance Board

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 
(Vice Chai and 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)

Sr. 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
(Secretary and Chair, Education Committee)
Assistant Corporate Secretary
EPCOR Utilities Inc.
Edmonton, AB
 
Lynn Beauregard 
(President)

Canadian Society of Corporate Secretaries
Toronto, ON

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.

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 here with your email and password. Can't remember your password? Reset it here ;Following suggested actions on your profile screen; and
  2. 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.

 

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