| THE NEWSLETTER FOR THE CANADIAN SOCIETY OF CORPORATE SECRETARIES |
DECEMBER 2015 |
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Dear ,
The Canadian Society of Corporate Secretaries would like to thank you for your support in 2015 and wish you a very happy holiday season. We look forward to an exciting year at CSCS for 2016!
Here are some highlights of initiatives we will be working on for 2016:
- As of January 2016, CSCS will have a new tagline! 'Canadian Governance Professionals'
We recognize that many of our members do not necessarily hold the title of Corporate Secretary, however most have the oversight or play an important role in the governance practices for their organizations. CSCS is an inclusive association that represents all governance professionals and practitioners in Canada and we are proud of our diversified membership which includes: General, Legal, Corporate Counsel, Risk and Compliance Professionals, CEOs and other C-Suite Executives, Company Directors, Governance Experts and third party providers of solutions and expertise in governance. In that spirit, we want to recognize the need for Canadian Governance Professionals to come together no matter what their title, and join a community of peers through their membership with CSCS. Not a member yet? Join here!
- The 18th Annual CSCS Conference will be held August 21-24th, 2016 at the Fairmont Chateau Whistler in Whistler, BC.
CSCS's Annual Conference is THE event to attend for governance professionals to come together and learn, network, exchange ideas and plug into the latest best practices and issues that they need to succeed. Watch your inbox in early 2016 for the first peek at the draft agenda and mark your calendars now! Why not plan your summer holiday around the conference and bring your family to enjoy the beauty of Whistler and its many fun activities, beautiful sights and great dining.
- The Fourth Annual Excellence in Governance Awards will be held on November 15, 2016 at the Arcadian Court in Toronto!
As per our announcement at the last awards ceremony in Montreal in August 2015, the next Excellence in Governance Awards Ceremony will take place on the evening of November 15th 2016 in Toronto at the Arcadian Court! Plan to join us at this event in the fall and more importantly, watch for the announcement in February 2016 for the call for nominations and make sure you enter for your chance to be recognized for the great work you and your organization do! For more details on the awards program, the categories, judges and criteria, Click here.
- CSCS' 2016 Membership Engagement and Value Creation Campaign
Every year at the annual conference in August, the CSCS Board and Staff get together for a strategic retreat and a review of the annual and long term strategic plan for CSCS. In this next year, one of the top strategic imperatives is to focus on adding value to the membership of CSCS and to look for new ways to engage, retain and recruit members. CSCS has formed a new membership committee to oversee this initiative and is working with an association marketing specialist to develop a plan and implement a strategy for CSCS to be even more relevant to its community of members and stakeholders. Watch for exciting updates on this as it unfolds.
- CSCS is working on a new Governance Professional Education Certification!
One of the most important initiatives that we are currently working on and hope to unveil in 2016, will be to launch a new CSCS certification for governance professionals. Corporate secretaries and governance professionals in Canada have expressed their desire to have a focused education program that would equip them with the insights and practical tools to become more effective in their profession. There isn't currently a program that can deliver this practical education in Canada. Directors' education providers invite corporate governance professionals to attend their programs, but the cost is high and their focus is on directorship rather than on the detailed work that takes place in the trenches of governance. CSCS's professional development sessions, combined with this new certification program, will provide the missing piece for so many new and seasoned professionals in governance, to gain and/or refine the skillset they need to take their organization's governance to new levels of excellence.
I look forward to bringing you more updates on these and many more exciting initiatives that CSCS is working on in the new year.
Wishing you good health, happiness and great governance in 2016!
Sincerely,
Lynn Beauregard
President
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Conference and sponsorship update
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2016 Annual Conference Registration: Save the date for early-EARLY-bird!
The 2016 conference registration is scheduled to launch in early March 2016. Keep an eye on your inbox to save with an early-EARLY-bird fee offer. For the complete conference details, visit http://www.cscs.org/AnnualConference.
We invite all of our existing sponsors and organizations interested in gaining visibility with our CSCS members through its events, programs and activities, to download at the 2016 CSCS Sponsorship and Partnership Package HERE. For any questions on these opportunities or on other ways to partner with CSCS, please contact me directly at [email protected] or 416-921-5449, ext 315. Tina Hutchinson
Director, Conference & Sponsorship |
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CSCS Professional Development SESSIONS
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Professional Development Update
Here is what CSCS has in store for you in the coming months:
Governance Boot Camp for Not-for-profit Organizations* with John Dinner from John T. Dinner Board Governance Services
Toronto - February 18, 2016
Excellence in Subsidiary Governance*
Calgary - April 14, 2016 | Toronto - April 21, 2016
Governance Essentials for the Corporate Secretary: Two day Seminar*
Calgary - May 30 - 31, 2016 | Toronto - November 14 - 15, 2016
* Webinars available for the session above.
416-921-5449 / 1-800-774-285
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Welcome New CSCS Members!
It is with great pleasure that the Canadian Society of Corporate Secretaries (CSCS) acknowledges and thanks the following people for their new membership in the Society in December.
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! New CSCS Members:
- Ben Iraya, Manager, Subsidiary Governance, BMO Financial Group
- Melissa Catalano, Vice-President & Associate General Counsel, Canada Life Assurance Company
- John Siriunas, Vice President - Administration and Exploration, and Corporate Secretary, AndeanGold Ltd.
- Susan Johnson, Corporate Secretary, Canadian Red Cross | Croix-Rouge canadienne
- Claudia Ferris, Sr. Compliance & Governance Advisor, KGHM International
- David Kerr, Vice President, Legal and Governance, Meridian Credit Union
- LaVonne Walt, Corporate Secretary, Calgary Stampede
Pamela Smith
Director, Membership and Administration
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CSCS OFFICE - Christmas Holidays!
Please be advised that the CSCS office will close at noon on Thursday, December 24, 2015 and reopen on Monday, January 4, 2016 at 9:00 a.m.
Happy holidays!
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Membership renewal notices
Membership renewal notices are sent out 2 months prior to your anniversary date. For example, if you originally joined CSCS in the month of November, you should have received a renewal notice in October.
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:
- 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;
- Following suggested actions on your profile screen; and
- 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. Pamela Smith Director, Membership and Administration |
| The voice of corporate secretaries and governance professionals in Canada |
| Membership in CSCS is open to:
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Governance practitioners, i.e. corporate secretaries, assistant corporate secretaries, governance officers, legal counsel
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Consultants
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Representatives of a business that provides support services or products to the governance practice
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Individuals who wish to join for professional development reasons.
Members in good standing are entitled to all membership privileges, including the right to a single vote on any issue before the membership and to vote at all CSCS members' meetings and to hold office as a director of CSCS, if duly elected by the members or appointed by the board, in accordance with the bylaws.
Membership is renewed annually
Annual Membership Dues
The membership fees, in Canadian dollars, are as follows (plus applicable taxes):
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| Visit our website - www.cscs.org - to learn more about CSCS membership and membership benefits. |
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.
Recording a board meeting for taking minutes
Is it legal to record a board meeting in order to assist the Secretary in taking minutes at very volatile meetings. If so, is it necessary for the board to approve a motion to that effect or will a simple announcement suffice? If a Director misses a meeting can they access the recording or do they need to rely on the minutes? Should the recording be destroyed immediately following the approval of the minutes?
Turn-around time for producing the first draft of the minutes
The proceedings at the 10 meetings per year of the Board of Directors at our company are recorded and later transcribed into minutes. I am looking for the views of Corporate Secretaries on the turn-around time for producing the first draft of the minutes following a Board meeting, e.g. 5 working days, 10 working days. Any and all comments will be helpful.
Board diversity assessment
Have any organizations conducted an assessment of their board's diversity? If so, was a survey used? If so, could those instruments be shared? Any information would be welcome.
To Respond:
Please submit your response by going to CSCS Forum.
If you wish to remain anonymous, click here for instruction on how to manage your privacy setting.
To view responses to previous Request for Assistance, please click here or login and click on Members Only Section > Request for Assistance Responses.
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| Women CEOs Are More Vulnerable to Activist Investors Than Men |
Bloomberg L.P.
Fewer female chief executive officers have the weapons corporations typically use to fight off hostile takeovers than their male counterparts. While that's won their companies the approval of good-governance watchdogs, it's made them more vulnerable to activist investors. |
| Read More |
| The Self Reporting Calculus for Foreign Corrupt Practices - The math is still opaque in Canada |
| Cassels Brock & Blackwell LLP.
The nature, quality and extent of cooperation required to achieve significant leniency or avoid an enforcement action remains a difficult guessing game in Canada's foreign corruption enforcement regime. In contrast, US authorities continue to provide greater clarity on their expectations regarding the extent of cooperation necessary to obtain leniency, including non-prosecution or deferred prosecution agreements. |
| Read More |
| The Corporation was Dissolved - What Can We Do? |
CMiller Thomson LLP
Corporations under the Canada Corporations Act were required to continue under the Canada Not-for-profit Corporations Act before October 14, 2014. This process requires corporations to pass articles of continuance and file them with Corporations Canada. Corporations that have not taken these steps can be dissolved by Corporations Canada. Earlier this year Corporations Canada began issuing notices to corporations that had not continued. The notices gave these corporations a 120-day deadline to file articles of continuance, failing which the corporations would be dissolved automatically. |
| Read More |
| British Columbia, Quebec and Toronto Impose Highest Sanctions for Lobbying-Law Breaches in Canada |
Fasken Martineau DuMoulin LLP
The Provinces of British Columbia and Quebec and the City of Toronto now lead Canada in the number of lobbying law contraventions identified and sanctions imposed, according to statistical analysis performed by Fasken Martineau for the period 2014 through 2015.
These statistics are a cautionary reminder to corporate executives, industry associations and anyone engaged in dealings with government to ensure that lobbyist registrations are filed and lobbying rules are observed in all parts of Canada. |
| Read More |
| Ontario Securities Commission Proposes Whistleblower Program |
Miller Thomson LLP
On October 28, 2015, the Ontario Securities Commission (the "OSC") announced the release of its proposed whistleblower program, OSC Policy 15-601 (the "Policy"). When implemented, the Policy will be the first of its kind in Canada and will follow in the footsteps of the whistleblower program introduced in the United States by the Securities and Exchange Commission in 2011. |
| Read More |
| Second Time's the Charm - SEC Re-Proposes Rules for Resource Extraction Issuer Disclosure |
Goodmans LLP
The Securities and Exchange Commission (SEC) recently re-proposed rules to create a new disclosure regime for payments made to a government by domestic and foreign issuers that engage in the commercial development of oil, natural gas and mining. The SEC is accepting comments on the proposed rules until January 25, 2016. |
| Read More |
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Stay Connected
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CANADIAN SOCIETY OF CORPORATE SECRETARIES
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Governance Boot Camp for Not-for-profit Organizations
Toronto: February 18, 2016 |
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Cost saving opportunities in the corporate secretary's office & Post-holiday reception
Calgary - 14 Jan 2016 |
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Excellence in Subsidiary Governance
Calgary - April 14, 2016 | Toronto - April 21, 2016 |
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Governance Essentials for the Corporate Secretary: Two day Seminar
Calgary - May 30 - 31, 2016 | Toronto - November 14 - 15, 2016 |
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| For complete list of CSCS events click here |
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| CHARTERED SECRETARIES CANADA |
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| For complete list of ICSA events click here |
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| 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.
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| Are you interested in advertising your product, service and/or business to the CSCS market.
Our website and monthly
e-newsletter both offer the opportunity to reach our targeted market. Contact any one of the CSCS staff members to discuss your options today! |
| Do you have a career opportunity that you would like to share with our readers? Click here for more details |
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| Recent Job Postings:- |
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Corporate Secretary
HSBC Bank Canada
Manager, Board Relation
CNIB |
Please login to www.cscs.org to view all the Job Postings. |
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David Masse
(Chairman of the Board Chair)
Independent Director
Beaconsfield, QC |
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Janis McKenzie
(Treasurer)
Independent Director
Brampton, ON |
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Madeleine G. Bertrand
(Secretary)
Director, Corporate Affairs and ATIP Coordinator
Royal Canadian Mint
Ottawa, ON |
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Mary D. Batoff
President and Chief Executive Officer
First Uranium Corporation
Toronto, ON |
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Carmel Bellamy
(Chair, Membership Committee)
Associate Secretary and Sr. Director, Corporate Governance & Co-operative Relations
The Co-operators Group Limited
Guelph, ON |
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Brigitte Catellier
Corporate Secretary and Head of Governance
HSBC Bank Canada
Vancouver, BC |
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Misti Christensen
(Chair, Governance and Nominations Committee)
Manager Governance and Assistant Secretary
Nexen Energy ULC
Calgary, AB |
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Margaret (Meg) Comiskey
Manager, Policy and Research and Assistant Corporate Secretary
Vancouver Airport Authority
Vancouver, BC |
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Alain Dussault
(Chair, 2016 Conference Planning Committee)
Lawyer, Corporate Secretary's Office
Canadian National Railway Company
Montreal, QC |
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Glenn Keeling
(Chair, Sponsorship Engagement Committee)
Independent Director
Cobourg, ON |
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Sally Maziarz
Assistant Corporate Secretary
EPCOR Utilities Inc.
Edmonton, AB |
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Lynn Beauregard
(President)
Canadian Society of Corporate Secretaries
Toronto, ON |
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| 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. |
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This e-newsletter is issued monthly to all CSCS members. Non-members may also subscribe and receive the newsletter without access to member only content.
If you have comments or wish to contribute material to this newsletter, please e-mail us at
[email protected]
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