president's Message 
Dear ,

Call for Speakers 

A reminder to all that CSCS has sent out its Call for Speakers. Subject matter experts with a strong grasp of emerging issues are encouraged to submit session proposals for both the 2016 Annual Corporate Governance Conference and for the CSCS 2016 professional development program. We are looking for dynamic speakers who can provide practical content, best practices and thought-provoking ideas - all with a focus on how to reach new levels of performance and motivate the pursuit of excellence in governance, across all sectors and organizations.

The caliber of sessions that CSCS offers for its continuing education sessions and during our annual conference keeps going up as CSCS continuously raises the standard of the quality of content and delivery across its governance education events. Much of this is due to our growing roster of knowledgeable contributors and to the fact that CSCS offers a unique practical education platform to its members and to the governance community in Canada. We ncourage you to submit a proposal if you feel you have new, practical and innovative information and content to share in our programs. Work on the CSCS annual conference program has already begun so Submit your proposal NOW! Deadline for submissions is Monday, November 30th, 2015.

Thank you and wishing you a happy Halloween!


Lynn Beauregard
CSCS Professional Development SESSIONS
Professional Development Update

Here is what CSCS has in store for you in November:

The Year the Shareholders Spoke Up: A 2015 AGM Wrap Up with panelists Paul Gryglewicz from Global Governance Advisors, David Salmon from Laurel Hill Advisory Group, and Paul Schneider from Ontario Teachers' Pension Plan
Toronto - November 24, 2015

Just a few spots left for the two-day Governance Essentials Seminar. Don't miss out on this ever-popular session brought to you by Nasdaq and the Directors College.

Governance Essentials for the Corporate Secretary with Sylvia Groves from Governance Studio, Dr Richard Leblanc fromYork University and Janis Riven from Concordia University
Toronto - November 3-4, 2015

Governance Boot Camp for Not-for-profit Organizations with John Dinner from John T. Dinner Board Governance Services
Toronto - February 18, 2016


Webinars available for all the sessions above.

Governance Dialogues

Sessions are limited to 35 participants and are filling up fast. Sign up today to join the dialogue! Industry sectors and specific issues include:

  • Enhancing the Board/Management Relationship - November 17th at 12 pm ET with Sari Diamond
  • Not-for-Profit Organization Issues - November 17th at 2 pm ET with John Dinner
  • Cyber Security - November 19th at 12 pm ET with Errol Mendes
  • Disclosure - November 25th at 12 pm ET with Catherine Gordon
  • Shareholder Engagement - November 25th at 2 pm ET with Catherine McCall
  • Crown Corporation Issues - November 26th at 12 pm ET with Madeleine Bertrand
  • Proxy Voting - November 26th at 2 pm ET with David Masse
  • Board Diversity - December 1st at 12 pm ET with Dr Richard Leblanc
  • Subsidiary Governance - December 2nd at 12 pm ET with Gina Zapras and Merrilee Kiernander
  • Private Firm Issues - December 9th at 12 pm ET with Sylvia Groves
  • How Boards Should Address Ethics, Risks and Integrity - December 3rd at 12 pm ET with Poonam Puri
416-921-5449 / 1-800-774-285
Membership News
CSCS Members - Is Your Profile Up-To-Date? 

Here are just a few of the many important reasons to update your profile today...
  • Your current email address will ensure you hear from us regularly. 
  • CSCS' e-newsletter, Governance Matters will come right to your inbox, keep you up-to-date on current trends, activities and issues facing corporate secretaries and other governance professionals. 
  • You will be able to take advantage of early booking discounts for our annual conference and receive timely event notifications 
  • You can participate in important CSCS or partner opportunities to share your insights and contribute to important surveys and research on a number of governance topics. 
  • Information about your industry type and company type will help us target specific professional development opportunities created with you in mind.
  • Membership renewal notices will go straight to your inbox

CSCS provides opportunities to share your insights and contribute to surveys and research on a number of governance topics.


Make sure we know how to reach you!

Log on to and update your profile today!


Pamela Smith
Director, Membership and Administration

Not a CSCS Member?

The voice of corporate secretaries and governance professionals in Canada 


Membership in CSCS is open to:

  1. Governance practitioners, i.e. corporate secretaries, assistant corporate secretaries, governance officers, legal counsel

  2. Consultants

  3. Representatives of a business that provides support services or products to the governance practice

  4. 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):

  • Regular Member: $495.00 

  • NFP and Academic Sector:   $375.00

  • Retired: $80.00

Visit our website - - 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.


Succession & Replacement Planning for the role of Corporate Secretary

Does anyone have any policies, process or informal practice for succession and replacement planning for the role of Corporate Secretary?


I believe the roles and responsibilities of a CS are quite specific and in my field, considered critical. Should I win the lottery tonight, how does my org deal with my immediate replacement and/or long-term succession?

Boards for selecting the non-executive Board Chair

Does your company request that the assistants of its outside Board members sign a confidentiality agreement? What are the practices used by Boards for selecting the non-executive Board Chair. In particular, does a Committee of the Board (nominating, governance, or other) meet all interested Board Chair candidates and then recommend to the Board? Or, does the entire Board meet all interested candidates for the Board Chair role?

Share ownership in junior mining companies

We are a large publicly-traded mining company and wonder how other large mining companies deal with employees owning shares in junior mining companies. For example, do you provide conflict of interest guidance and require ownership disclosure, or extend the conflict of interest guidance to prohibit directors, officers and employees from owning shares in junior mining companies?

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?

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.

OSC Proposes New Whistleblower Program
Torys LLP

On October 28, the Ontario Securities Commission released a draft policy outlining its proposed whistleblower program for a 60-day comment period.1 The proposed whistleblower program addresses a number of the concerns voiced in response to the OSC's consultation paper on the topic, but continues to raise questions for market participants. The 60-day comment period closes on January 12, 2016.

Read More

Who should pick board members?
Proxy Access by Shareholders to the Director Nomination Process

Institut sur la gouvernance (IGOPP)

 The traditional view of corporate governance, anchored in law and customs, grants to the board of directors, once elected by shareholders, the responsibility of making all decisions in the interest of the corporation. That responsibility and accountability include, inter alia, appointing senior management and setting their compensation, declaring dividends, nominating board members for election, approving strategic orientations and budgets.

Read More

Rethinking the Board After Volkswagen, Inc.

For those who have been thinking that assessing a company's environmental, social, and corporate governance factors (ESG) is simply fluff, heed the lessons of Volkswagen. According to Howard Sherman, head of corporate governance business development at MSCI, "We have had concerns about VW for some time. [The carmaker's] corporate governance score [on an MSCI proprietary ranking] was already in the 28th percentile, which means it was lower than 72 per cent of companies globally." (VW Investors Ignored Corporate Governance Warnings,Financial Times, 9/27/15)

Read More

Canadian Board Diversity Council helps raise female representation on boards
Postmedia Network Inc.

The number of women in boardrooms across Canada is slowly growing as corporate leaders are increasingly urged to improve diversity within their director ranks.

The results have been encouraging, says Pamela Jeffery, founder of the Canadian Board Diversity Council, and exactly how much progress has been made will become more clear next month when the organization releases its 2015 annual report card reviewing the board makeup of FP500 companies.

Read More

The matrix to defining director independence in Canada
Cassels Brock & Blackwell LLP

One of the main pillars of good corporate governance in Canada is the independence of the board. So, it should be fairly straightforward for everyone to identify what exactly is an independent director. But it is not.

Read More

Regulators want more in effort to boost representation of women on boards
National Post

Canadian regulators revealed Monday that less than half the companies now required to disclose board diversity - 49 per cent - have at least one woman on their board of directors.

Read More

Canadian review of women on boards shows disclosures lacking
Corporate Secretary

Securities regulators say firms' silence on provisions for identifying women as board nominees may not fulfill disclosure rule amendments

The demand for greater transparency about corporate board practices isn't just an American phenomenon.


Nearly a year ago, Canadian securities regulatory authorities implemented amendments to their Disclosure of Corporate Government Practices that require corporate disclosure of the number and percentage of women on issuers' boards of directors and in executive officer positions. Companies are now also required to report information on term limits for board members or other mechanisms of board renewal. If companies choose not to comply, they must explain why not.

Read More

Director Term Limits Not Common
Blake, Cassels & Graydon LLP

On September 28, 2015, the Canadian Securities Administrators (CSA) released a staff notice summarizing the findings from its review of the corporate governance disclosure of non-venture issuers related to policies regarding director term limits and other mechanisms for board renewal.

Read More

Management diversity: Do women in management lower a firm's risk profile?
Norton Rose Fulbright LLP

In an earlier post, we commented on the formal amendments to National Instrument 58-101 - Disclosure of Corporate Governance Practices and Form 58-101F1- Corporate Governance Disclosure imposing enhanced disclosure requirements with respect to female representation on the boards and in executive officer positions of TSX-listed issuers. As we discussed earlier this year, the correlation between gender diversity on boards and company performance is compelling from an investment value perspective.

Read More

SEC Gives Boost to Investors in Proxy Battles

A regulator says new guidance will prevent companies from "gaming the rules to deny shareowners the right to vote on critical reforms." The U.S. Securities and Exchange Commission has narrowed the scope of a rule that allows companies to block shareholder proposals from coming to a vote, giving a boost to activist investors in corporate governance battles.

Read More

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Events & workshops




Governance Essentials for the Corporate Secretary: Two-Day Seminar
 November 3-4, 2015
For complete list of CSCS events click here
For complete list of ICSA events click here
Rotman School of Management
Stanford-Rotman Corporate Governance Day: Major Challenges in Today's Boardrooms
November 6, 2015
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:-
Manager, Board Governance (PG H)
Municipal Property Assessment
Board Liaison Officer / Agent de liaison avec le conseil
Destination Canada
Senior Analyst, Subsidiary Governance

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

Independent Director
Beaconsfield, QC
Janis McKenzie 
Independent Director
Brampton, ON
Madeleine G. Bertrand 

Director, Corporate Affairs and ATIP Coordinator
Royal Canadian Mint
Ottawa, ON
Mary D. Batoff
President and Chief Executive Officer
First Uranium Corporation
Toronto, ON
Carmel Bellamy 
(Chair, Membership Committee)

Associate Secretary and Sr. Director, Corporate Governance & Co-operative Relations
The Co-operators Group Limited
Guelph, ON
Brigitte Catellier
Corporate Secretary and Head of Governance
HSBC Bank Canada
Vancouver, BC
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)

Independent Director
Cobourg, ON
Sally Maziarz
Assistant Corporate Secretary
EPCOR Utilities Inc.
Edmonton, AB
Lynn Beauregard 

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 ( 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