THE NEWSLETTER  FOR THE CANADIAN SOCIETY OF CORPORATE SECRETARIES  
SEPTEMBER 2013 

President Message
Dear ;

Whether you are new to CSCS or a seasoned member, we thought we would remind you of the great benefits you have access to by being a member of the Canadian Society of Corporate Secretaries.

The Society's members work on the front lines of governance. CSCS' programs are designed to support corporate secretaries and governance professionals and to enhance the importance of the key role which they play in their organizations across all sectors of industry. Our mission is to advance and promote the governance profession in Canada and to serve the needs of the corporate governance professional through resources, tools, best practices, key updates regarding the governance profession, education and professional development and networking. Some of our benefits include:

Advocacy - The increasing focus on governance, good corporate practices, effective shareholder communications, timely disclosure, and efficient board administration, highlights the need for a strong association to represent the interests of governance practitioners. CSCS is there to carry its members' voices. In this complex regulatory environment, corporate secretaries must keep abreast of legislative changes and implementation issues across all sectors. CSCS represents its members in the consultation process - achieving greater visibility for the profession in Canada with a strong national voice to government, stock exchanges and regulators.

Industry Networking Opportunities - CSCS' national representation provides our members with the opportunity to engage with their colleagues and governance experts across Canada to build an invaluable network of contacts. They are invited to join other members at local networking events and roundtable discussions on current issues as well as attend our professional development sessions and our annual conference. In addition, our online membership directory, accessible by members only, allows them to network with fellow CSCS members directly.

The CSCS Annual Corporate Governance Conference - CSCS' annual conference is THE annual event for corporate governance professionals in Canada. It gathers close to 350 delegates and features two and a half days of plenary sessions, exciting keynote speakers, workshops and breakout sessions that refill our attendees' toolkits and refreshes their best practices year after year. The event allows delegates to discuss key issues and exchange ideas with their colleagues. It also puts them in direct contact with leading minds and trailblazers in governance, as well as best in class service and product providers. Our CSCS annual conference is also known to promote networking through engaging and fun social events which help our attendees break the ice and make invaluable contacts.

The Excellence in Governance Awards - CSCS is committed to supporting  and enhancing the role of the corporate secretary and governance professional in Canada. The CSCS EG Awards are designed to recognize and shine a light on the important contribution governance professionals make in terms of best practices that build and sustain shareholder and stakeholder value. The awards underscore the critical role that good governance plays in sustaining the value of Canada's public companies, crown corporations, government agencies, and not-for-profit organizations, contributing to the competitiveness of Canada's economy and its capital markets. Our first award program in 2013 welcomed close to 80 nominations and awards were presented in eight categories to winners at our annual conference in August. Our 2014 nominations will launch in early 2014 and the award ceremony will be held in Banff at the annual conference (August 24 - 27, 2014).

Strategic Alliances - CSCS prides itself on aligning and partnering with other like-minded national and international bodies. These alliances help CSCS provide members with a much broader perspective on corporate governance. We work closely with these partner organizations to bring more breadth to our programs and to expose our members to a more comprehensive and relevant view of issues and concerns. These relationships also help strengthen their own relationships with like-minded professionals such as investor relations, corporate counsels, financial executives and corporate directors.

Professional Development and Education - In addition to our annual conference, CSCS runs various workshops and events year-round and across the country. Our two-day Governance Essentials seminar runs twice a year (in the east and the west). CSCS also runs topic-specific �-day workshops and breakfast events, as well as member engagement consultation sessions. These events provide invaluable tools and best practices as well as key updates and changes affecting the governance profession in Canada.

Information Resources - Our top-rated member resources are:
  • The "Request for Assistance" service which allows members to share information and seek support from their peers. The queries and responses received from fellow members are maintained on the website for continuous reference;
  • our website and growing online library of tools and precedents, templates, best practices, links and other useful information;
  • Governance Matters, our monthly e-newsletter has the latest news to keep members and others informed of upcoming events, regulatory updates, important governance matters and other membership information.

For more on CSCS membership benefits, please visit our website at www.cscs.org

 

Regards,

 

Lynn Beauregard

President

 

CONFERENCE UPDATE

It feels like yesterday we were hosting you in Halifax, NS for the 15th Annual Corporate Governance Conference. For a trip down memory lane, or to see what you missed, check out photos from the event here.


This is also a good time for you to MARK YOUR CALENDAR for the 2014 conference which will take place at the stunning Fairmont Banff Springs Hotel in Banff Alberta - August 24th to 27th. The 2014 conference will celebrate CSCS' 20th anniversary. The conference will mark this achievement and we are looking forward to making it the most exciting event yet.

We will soon be sending out a Call for Papers, as well as canvassing our members and past attendees on speaker suggestions and topic submissions. We will want to hear from you so that we can create the best conference program for you next year, so be sure to take a few minutes to submit your suggestions and proposal.

Every year we are truly thankful for the continued support of our loyal sponsors and we want to continue to cultivate these relationships with extended added value, networking and exposure opportunities. We will be updating and maintaining the annual sponsorship package. Sponsors can now partner with CSCS across all of its annual activities and events, including the conference, the Excellence in Governance Awards, this e-newsletter and our professional development sessions. The next e-newsletter will have more details on the 2014 package!  

 

Regards,

 

Tina Hutchinson
Manager, Events & Special Projects 


MEMBERSHIP NEWS

CSCS MEMBERSHIP RENEWALS   

On October 15th, CSCS members in every category will receive an invoice for their 2014 membership renewal, to be paid before December 31st (CSCS' fiscal year is January 1st to December 31st). Membership fees will not be increased for 2014.

PAYMENTS
Payments can be made electronically by following the link on the invoice to an online payment merchant where you can pay by credit card. You can also print off a copy of the invoice and issue a cheque which can mailed to CSCS at 255 - 55 St Clair Ave W ● Toronto ON M4V 2Y7 ● Canada.
2013/14 CSCS Professional Development
Fall 2013 CSCS Professional Development Sessions

Online event registration is now open for the following events:
  • Directors and Officers Liability Breakfast Events
    Vancouver: October 2  | Calgary: October 3
     Edmonton: October 4  |Toronto: October 30
  • Board and Committee Minutes - 1/2-day workshop
    Edmonton: October 18
  • L'information continue et les d�clarations de changement important - atelier 1/2-day
    Montr�al: 1 novembre 
  • Essentials of Corporate Governance Seminar - 2-day seminar
    Toronto: November 7-8

 

SECTOR ROUNDTABLE DISCUSSIONS CONTINUE...
CSCS is pleased to announce the continuation of our series of one-hour conference calls for various business sectors. These calls provide an opportunity for informal and interactive discussion of topics of interest among the participants. The discussion will focus on governance practices and  current issues, including policies and procedures 

 

We encourage all participants to raise any other topics that are of interest to you and your organization. For your convenience, you can submit a question or discussion topic prior to the call to pamela.smith@cscs.org

 

MARK YOUR CALENDARS AND REGISTER TODAY

COST - The registration for these conference calls is free. Members only. To find out more information, please contact Pamela Smith: pamela.smith@cscs.org


CSA Consultation Paper 54-401
Review of the Proxy Voting Infrastructure
 
You are invited to join Members of the Canadian Society of Corporate Secretaries in the coming weeks, to discuss CSA consultation paper 54-401: Review of the Proxy Voting Infrastructure. CSCS seeks feedback from issuers, investors, transfer agents and other stakeholders on the proposed approach to address concerns regarding the integrity and reliability of the proxy voting infrastructure in Canada. Two issues have been identified in this paper which need to be examined: 1. Is accurate vote reconciliation occurring within the proxy voting infrastructure? 2. What type of end-to-end vote confirmation system should be added to the proxy voting infrastructure? For more details, you can download the consultation paper here:  http://www.osc.gov.on.ca/en/SecuritiesLaw_csa_20130815_54-401_proxy-voting.htm

 

The sessions will be hosted by CSCS President David Masse and by OSC and Frederic Duguay, Senior Legal Counsel, Ontario Securities Commission. The Comments obtained from CSCS Members are important and will be submitted to National CSCS and combined with submissions from other provincial chapters in a final comment document to the OSC. The submission deadline is November 13, 2013.

 

When and Where:

  • Montreal - Friday October 11, 2013 - 8 a.m. to 10 a.m.

  • Toronto - Monday October 15, 2013, 8 a.m. to 10 a.m.

  • Calgary - Friday October 18, 2013 - 8 a.m. to 10 a.m.

  • Vancouver - Monday October 18, 2013, 8 a.m. to 10 a.m.

Please watch your email or our website for further details in the next couple of days. For those who cannot attend in person, conference call-in details will also be provided.

 

Corporate Secretary Think Tank - Canada 2013
On October 2nd join your peers and industry experts at the Corporate Secretary Think Tank in Toronto.  Topics to be discussed include: New guidelines and gender diversity in the quest for board effectiveness; Anti-corruption and anti-fraud when dealing with high-risk markets; Shareholder engagement in a new era of activism;  Proxy advisory firms and navigating muddy waters; Risk management in the age of digital disruption. 

 

Click here to view the full agenda and to secure your complimentary registration.  For further information contact Sophie Sutherland (1-917-207-4858). 

 

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 responses will be appreciated.

 

Board Self-Assessment Questionnaires

A medium sized public company is looking to revise the Board Self-Assessment Questionnaire. The current questionnaire requires each director to self-assess his/her performance, the board as a whole, board meeting process, evaluate areas such as management performance, strategy and the effectiveness of the board and board committees.

Would anyone be willing to share anonymously their company's self-assessment questionnaire? Or share the topics/questions contained in the questionnaire.

Refreshing Board Member Hardware- IPads & Laptops

We currently loan our board members either iPads or laptops to access their electronic board portal (Diligent). iPads have only been in circulation since 2010 but are already up to Version 4, with a new Version 5 on the horizon. Our mandate for hardware is - screen size needs to be similar to an 8-1/2x11 sheet of paper; good memory; secure; under $1,000; lightweight.

I am developing a policy for hardware refresh/buy-out, and wonder what experience others have had. It seems that a common refresh period for laptops is 3 years; thoughts on iPads? We also prefer that a departing board member buys out the hardware (at a much depreciated rate) rather than refurbish for a new/incoming board member.

What are other organizations doing?

CE credit requirements for board members?

Does anyone know of a board that requires a certain number of director education course hours (or governance related CE credit hours)? Could you share the number if so?

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
OSC Staff Seek Input on New Exchange Proposed by Aequitas Innovations Inc.
Ontario Securities Commission

TORONTO - Staff of the Ontario Securities Commission (Staff) today published a Notice and Request for Comment regarding the pre-filing by Aequitas Innovations Inc. to establish a new equities exchange in Canada. Aequitas is proposing to operate an exchange to trade securities of issuers listed on Aequitas as well as securities listed on other recognized exchanges in Canada

Read More

What Award-Winning Companies Do Right
TheHuffingtonPost.com, Inc.

I recently served on a governance awards judging panel assembled by the Canadian Society of Corporate Secretaries (CSCS). Winners of the awards were announced at this organization's annual conference in Halifax last month. I participated in a plenary discussion to discuss some of the winning practices.

Read More

Changing the Board Game  A Case Study in Transformational Best-in-Class Governance and Diversity Practices
Women of Influence Magazine

In the spring of 2013, the Board of Directors at St. Joseph's Health Centre, Toronto, undertook an in-depth evaluation and assessment of their governance, board recruitment and diversity practices engaging both KPMG LLP on the governance side for the Health Centre and The Bedford Consulting Group to facilitate the board recruitment process for both the Health Centre and its Foundation.

Within less than an 8 week period, start to finish, 22 governance best practices were identified for the Health Centre Board to implement, and with the strategic objective of ensuring diversity of thought within its Board of Directors, 12 new board members were successfully appointed (5 to the Hospital Board and 7 to the Foundation) in advance of both the Health Centre and its Foundation's respective June 2013 Annual General Meetings.

Read More

Majority Voting, Plurality Voting, and Resignation Requirements
The Conference Board Inc.

Over the years, U.S. public companies have been departing from the default model of plurality voting for the uncontested election of their board members. According to 2012 disclosure documents, of the majority voting models introduced, companies in smaller revenue groups tend to prefer the one without a resignation requirement: 30 percent of companies with annual revenue of less than $100 million use that model, compared to the 6.7 percent that require the mandatory resignation of any director who fails to obtain a majority of for votes.

Read more

Canadian securities regulators provide an update regarding the consultation on proxy adviser firms
Canadian Securities Administrators

The Canadian Securities Administrators (CSA) today published CSA Notice 25-301 Update on CSA Consultation Paper 25-401 Potential Regulation of Proxy Advisory Firms, which provides an update to market participants on the status of the consultation.

Read More

Ministers of Finance of British Columbia, Ontario and Canada Agree to Establish a Cooperative Capital Markets Regulator
Department of Finance, Government of Canada

The Ministers of Finance of British Columbia, Ontario and Canada agreed today to establish a cooperative capital markets regulatory system and invite all provinces and territories to participate in the proposed system.

Read More

Risk rises to the top
Listed Magazine

They have an eye on the board, the ear of management and know where most of the bodies are buried-so it's a bit surprising that corporate secretaries aren't surveyed more often when it comes to corporate governance practices and priorities at their companies.

This year, the Canadian Society of Corporate Secretaries, in tandem with Hay Group consultants, decided to do just that, ultimately surveying and interviewing corporate secretaries and other governance professionals at 110 companies, crowns and nonprofits in Canada.

Read More

An Analysis Of Bill 85's Amendments To The Ontario Not-For-Profit Corporation Act
Gowling Lafleur Henderson LLP.

Earlier this year, the Province announced that implementation of the Ontario Not-For-Profit Corporation Act, 2012 (the "Act") will be delayed until at least January of 2014. The delay was designed to permit the Ministry to complete written resources to help the not-for-profit sector transition to the new Act and to consider additional amendments to the Act..

Read More

Directors and Officers: Beware of Insider Trading Risks Arising from M&A Transactions
Torys LLP.

Recent developments highlight the risks for directors and officers who trade when it is possible that a significant M&A transaction may be on the horizon. Canadian securities regulators have identified enforcement of insider trading as a priority and they are using their discretionary powers to impose sanctions in circumstances where insiders have benefitted from trading that the regulators consider is questionable even if not illegal. Recent cases involving officers of public companies illustrate the level of scrutiny regulators will apply where they think an officer may have had material information not available to the market at the time of a trade. In this environment, directors and officers should be very cautious to avoid potential liability and reputational harm.

Read More

NFP Q&A: AGMs: The Simple Things That Can Go Wrong
Borden Ladner Gervais LLP.

Every now and then I see my office neighbour Nick Pasquino running off to an annual general meeting ("AGM"). He says that he regularly attends AGMs and is often reminding not-for-profit organizations about the rules governing such meetings. He also says that it isn't surprising for an organization to easily go offside of the rules. I asked Nick to provide a reminder on some of these rules..

Read More 

NFP Q&A: Key Insurance Considerations in a Services Agreement
Borden Ladner Gervais LLP.

Certain provisions of an agreement may seem like boilerplate, but one shouldn't be skimming insurance provisions. Since a not-for-profit organization may find itself liable for the actions of its service providers, it is important that the organization ensure, in advance, that it is adequately insured for such liabilities. I asked my insurance colleague Kelly Morris some general questions to help not-for-profit organizations better understand insurance provisions in agreements provided by service providers.

Read More



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Board of Directors

(Chairman of the Board)
Senior Legal Counsel and Deputy Corporate Secretary 
CGI Group Inc. 
Montreal, QC

 

Dawn Moss
(Vice-Chair)
Executive Vice President, Administration & Corporate Secretary
Eldorado Gold Corporation
Vancouver, BC
 
Misti Christensen
(Governance Officer)
Manager Governance and Assistant Secretary
Nexen Energy ULC
Calgary, AB
 
Madeleine G. Bertrand    (Secretary)
Director, Corporate Affairs and ATIP Coordinator
Royal Canadian Mint
Ottawa, ON
 
Janis McKenzie  
(Treasurer)
Manager, Share and Financial Administration
Sun Life Financial Inc.
Toronto, ON
 
Mary D. Batoff 
President and Chief Executive Officer
First Uranium Corporation
Toronto, ON
 
Margaret (Meg) Comiskey 
Manager, Policy and Research and Assistant Corporate Secretary
Vancouver Airport Authority
Vancouver, BC
 
Gina DeVeaux
Assistant Corporate Secretary
Purolator Inc.
Mississauga, ON
 
Leah M. Fitzgerald
Ethics and Compliance Officer
Enbridge Pipelines Inc.
Edmonton, AB
 
Laurel Savoy  
President & CEO
CST Trust Company
Toronto, ON
 
Lynn Beauregard  
(President)  
Canadian Society of Corporate Secretaries
Toronto, ON
 
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:-

General Counsel and Corporate Secretary
Ornge
 
Executive Assistant
CNIB

Please login to www.cscs.org to view all the Job Postings. 
Events & workshops

 

CANADIAN SOCIETY OF CORPORATE SECRETARIES

 
Directors and Officers Liability Breakfast Events
Vancouver: October 2  
Calgary: October 3
Edmonton: October 4
Toronto: October 30
 
Board and Committee Minutes - 1/2-day workshop
Edmonton: October 18
 
L'information continue et les d�clarations de changement important - atelier 1/2-day
Montr�al: 1 novembre

 

Two-Day Governance Essentials Workshop For The Corporate Secretary
(Toronto - November 7-8, 2013)
 
For complete list of CSCS events click here
 
RR DONNELLEY

For complete list of RR DONNELLEY events click here

 
CHARTERED SECRETARIES CANADA
 
For complete list of ICSA events click here
 
CANADIAN INVESTOR RELATIONS INSTITUTE (CIRI)
 
For complete list of CIRI events click here
 
Publications

 

Canadian Corporate Secretary's Guide


CCH Canadian is pleased to offer CSCS members a 30% discount when ordered through CSCS.

 

Subscriptions include Corporate Brief, a monthly newsletter containing feature articles, digests of recent cases, and updates to legislation. 

 

Pricing for 2013 is as follows:

  • Print - $1,200

  • Online - $1,500

  • Print + Online - $1,680

To order, contact CSCS by email at info@cscs.org


JOIN CSCS 

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 2014 membership fees, in Canadian dollars, are as follows (excluding 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.

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 (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