November 2012


Dear ,Lynn Beauregard - President, CSCS
I am delighted to announce that CSCS is launching the Excellence in Governance Awards/Prix d'excellence en gouvernance (EGs). The inaugural awards ceremony will be held on August 18, 2013 in Halifax Nova Scotia at the opening dinner of the CSCS 15th annual conference.

The CSCS EG awards will recognize 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.

CSCS is committed to support and enhance the role of the corporate secretary and governance professionals in Canada. The Society's members work on the front lines of governance and the organization is well positioned through reputation, influence and representation, to celebrate the practice of good governance in Canada.

The Excellence in Governance Awards jury panel is composed of seasoned and well-respected governance experts from across Canada. CSCS will announce the membership of the jury in a separate public statement and will be seeking nominations in early 2013. 

Candidates eligible for nomination include individuals who play a role in the governance of their organizations, and those who have made a significant contribution to governance in other capacities, including public service.

CSCS will seek nominations from the public in the following award categories:
  • Best sustainability, ethics and environmental governance programs
  • Best use of technology in governance, risk and compliance
  • Best approach to board and committee support
  • Best shareholder or stakeholder engagement by a governance team
  • Best overall corporate governance
  • Best approach to board diversity
  • Joyce Borden-Reed CSCS distinguished contribution award
  • Peter Dey Lifetime achievement award

CSCS expects that the recognition winners and nominees alike will gain from these awards will further their careers, raise awareness for the key role played by governance professionals and inspire others to follow their example.

For more information on the awards or for details on sponsorship opportunities to support this program, contact me or visit:


As we wrap up 2012, we're gearing up for a successful 2013. Behind the scenes, we have begun our planning for the 2013 conference and the inaugural Excellence in Governance Awards. We have also just sent out our 2013 Call for Speakers, inviting experts, practitioners and professionals in governance to submit proposals for speaking at our annual conference or at one of our professional development sessions offered throughout the year.

We have just completed our NEW 2013 sponsorship package. CSCS is pleased to introduce this new Annual Sponsorship format which now provides a complete listing of all CSCS activities, events, networking and opportunities for the entire year, in one complete package. This new approach to CSCS sponsorship offers more customization as well as the opportunity for bundling different options, to fit any budget and promotion goal. With bundling also comes a new level of annual sponsor with CSCS, the Strategic Partner Level, for organizations who supports CSCS at a certain financial threshold, to gain unparalleled visibility with CSCS throughout the year.

Check out the annual sponsorship details here or contact any one of the CSCS staff members to discuss your options today!




Tina Hutchinson  

Manager, Events & Special Projects

membership news
Important Information About Your 2013 CSCS Membership Invoice
CSCS will be sending out the 2013 (January 1, 2013 - December 31, 2013) membership renewal invoices soon. Please check your profile to ensure that your membership profile and contact information is correct.

Please note that we are issuing the 2013 invoices later than in the past (typically issued in mid October) to accommodate changes in the profile template. Though the invoices are being issued later, they are still due January 1, 2013. A $50.00 late fee will be added to all invoices in arrears as of April 1, 2013.


Please contact us ( with any questions.



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. Representative 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 2013 Membership fees, in Canadian dollars, are as follows (excluding applicable taxes):

  • Regular Member:      $495.00*

  • NFP and Academic Sector:   $375.00

  • Retired:   $80.00

* Group (3+) discount on individual membership fees: 15%


Applicable Tax Rate Based Upon Your Place of Residence
If you live in:the applicable GST/HST rate is:
Ontario, New Brunswick, Newfoundland and LabradorHST at 13%
British ColumbiaHST at 12%
Nova ScotiaHST at 15%
Territories and other
provinces in Canada
GST at 5%
Outside CanadaGST at 5%



Visit our website - - to learn more about  CSCS  membership benefits.

The Discussions Continue...  

In response to member input, CSCS is creating more networking and learning opportunities for members across Canada in sector-specific, roundtable-format dialogues by teleconference. These roundtables are for CSCS members to engage with fellow members on top-of-mind trends and issues.

We have just held the first series of these quarterly teleconferences and have received great feedback and interest in continuing these discussions.


The next series of teleconferences will be held in February. The dates and times for these discussions follow. Be sure to save these dates and register (at no cost) for the sessions as indicated below. We also look forward to hearing from you on topics you would like discussed and welcome members who would be interested in moderating one of these roundtables.

  • Not-for-Profit Organizations: 12:00 pm ET Tuesday * February  12, 2013
    (click here to register)
  • Crown Corporations: 3:00 pm ET Tuesday * February  12, 2013
    (click here to register)
  • Large Issuers: 12:00 pm ET Tuesday * February  19, 2013 
    (click here to register)
  • Small- to Medium-Size Issuers: 3:00 pm ET Tuesday * February  19, 2013
    (click here to register)
  • Private Sector Organizations: 12:00 pm ET Thursday * February  14, 2013 
    (click here to register)

For more information, contact me anytime - I look forward to connecting with you!


Pamela Smith, Director, Membership and Administration  * 416-921-5449 x 303 * 1-800-774-2850 x 303  




Do you have a question to ask your colleagues? Our Request for Assistance service is a great way to receive information in corporate secretarial, legal counsel and shareholder services.



Subsidiary Corporation Delegation of Signing Authority Outside of By-Laws

We are a large electricity corporation with several subsidiaries. Each subsidiary corporation has its own set of By-Laws. Each set of by-laws contains standard signing authority language for the respective subsidiary.


Does anyone have any best practices or suggestions for when a resolution should be passed to deviate from the by-laws in terms of signing authority or delegate signing authority to one person instead of two? 

To Respond:

Please submit your response by going to CSCS Forum or completing the form below. In order to motivate members to use our forum more effectively, CSCS will appreciate your effort if you can respond using the Forum. 


If you wish to remain anonymous, click here for instruction on how to manage your privacy setting.  


Company Type: *
(ie: Publicly traded, crown corp, not-for-profit, government)
Company Size: * (ie: Small, medium, large, issuer based)  
Responses: *  

  Please type in your contact information if you wish to publish it with your response  

Contact Name:
Job Title: 


Responses will be collated and then forwarded to the members at a later date, as well as being posted on the Request for Assistance Responses in the Members Only area of the website.

To view responses to previous Request for Assistance, please click here or login and click on Members Only Section > Request for Assistance Responses.


The Canadian Corporate Counsel Association and CSCS partnered together in 2012 on a compensation survey for In-House Counsel and Corporate Secretaries.

Are you paid fairly for the work you do? Are you curious about the compensation packages for your colleagues in other organizations?


Find out here In-House Counsel Compensation & Career Survey 2012: Corporate Secretary Report

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Implementing governance reform
Corporate Secretary: Cross Border Ltd

The massive financial overhaul bill recently signed into law by President Obama has been called the most sweeping set of financial reforms since the Great Depression. Comprising hundreds of pages, the Dodd-Frank Wall Street Reform and Consumer Protection Act is full of mandates that will keep public companies on their toes for months, if not years, to come.

Read More

Securities In Brief - OSC Provides Guidance For Emerging Market Issuers

Norton Rose LLP.

On November 9, 2012, the Ontario Securities Commission (OSC) released OSC Staff Notice 51-720 - Issuer Guide for Companies Operating in Emerging Markets (the Issuer Guide). The Issuer Guide highlights key areas of risk for Canadian public companies which have significant business operations in emerging markets, sets out the expectations of OSC Staff regarding regulatory compliance and is intended to assist directors and management of such issuers in meeting the level of standards expected in Ontario capital markets. Publication of the Issuer Guide follows a review of emerging market issuers (EMIs) undertaken by the OSC, the findings of which were published in March 2012 in OSC Staff Notice 51-719 - Emerging Markets Issuer Review (the Review). The Review identified deficiencies relating to EMIs in relation to corporate governance practices, use of complex corporate structures, related party transactions and risk management and internal controls.

Read More

Getting Out the Vote: Potential Regulation of Proxy Advisory Firms
Miller Thomson LLP.

In recent years, the role of proxy advisory firms in the Canadian capital markets has noticeably increased. Institutional investors, issuers and proxy advisory firms will be interested in the consultation paper of the Canadian Securities Administrators (CSA) published for comment in June 2012 regarding the potential regulation of proxy advisory firms. The consultation paper discusses concerns raised by certain market participants about the services provided by proxy advisory firms and the potential impact of those services on Canadian capital markets. This article summarizes these concerns and the potential implementation of related regulatory measures.

Read More

Empty Voting - Waiting for a Regulatory Response
Miller Thomson LLP.

Hedge funds, activist investors, issuers and corporate governance advisors will be paying close attention to the practice of "empty voting" after the decision of the British Columbia Court of Appeal (the "BCCA") regarding the proxy battle between Telus Corp. ("Telus") and the U.S. hedge fund Mason Capital Management LLC ("Mason") which shone a spotlight on the issue. The BCCA found that empty voting did not violate any laws nor did the court find any legal basis upon which it could intervene on the issue. As a result, the Telus decision appears to signal a green light for the continuation of empty voting, at least until a regulatory response is implemented.

Read More

Secret Proxy Fights: Is Your Board About to be Replaced Without Your Knowledge? Advance Notice By-laws May Save the Day
Miller Thomson LLP.

Despite the effort that Canadian companies make to properly identify, vet, and educate director nominees, for most of these companies, unknown, unproven and, at times, undesirable director candidates can be nominated directly from the floor of shareholder meetings - with no advance notice or disclosure to shareholders or management. This article identifies the dangers of this situation and recommends a best practices approach of adopting "advance notice by-laws" to safeguard against them. This article also identifies some immediate solutions directors can take, such as postponing a potentially contentious meeting, or adopting a "directors policy" requiring advance notice of director nominees, if they discover themselves at risk of a stealth proxy fight without such by-laws in place.

Read More

'Comply or explain' gains traction for getting women on boards
The Globe and Mail

Corporate directors say an old strategy could offer a new solution for boosting the numbers of women on boards in Canada.

A so-called "comply or explain" guideline for women on boards is a popular option among directors who do not favour the rigidness of a quota, but still support some action.

Read More

TSX Adopts "Comply Or Explain" Majority-Voting Rules For The Election Of Directors (ForNow)
Heenan Blaikie LLP.

On October 4, 2012, the Toronto Stock Exchange (TSX) adopted amendments to Part IV of the TSX Company Manual (Manual), implementing new provisions for the election of directors of TSX-listed companies. In short, companies listed on the TSX will either have to adopt a "majority-voting" policy for the election of directors, or disclose publicly why they have not done so.

Read More

Loss of Limited Liability Protection - Risks When Corporate Status is not well Communicated
WeirFoulds LLP. 

One of the advantages of incorporating a business, in the ordinary course, is that liabilities relating to the operation of the business would be limited to the value of the assets held by the corporation, with the owner's personal assets out of reach from the business' creditors. However, in order to benefit from this limited liability protection, the owner must take steps to ensure that members of the public are aware that they are dealing with a corporation, rather than the owner personally.

Read More

Board Games 2012: Canadian Corporate Governance rankings
The Globe and Mail

1st - Sun Life Financial Inc.
2st - Bank of Nova Scotia
3rd - Potash Corp. of Saskatchewan Inc.

Read More

New list of diverse board candidates to remove visibility barrier
Financial Post

Ask any successful salesperson about how best to close a sale and he or she will tell you that the key to doing so is eliminating the foremost reason for the buyer to say "no".

Read More

2012 Best Practices for Proxy Circular Disclosure
Canadian Coalition for Good Governance (CCGG)

Since 2004, the Canadian Coalition for Good Governance (CCGG) has prepared best practices documents for reporting issuers to provide guidance on effective disclosure communication related to corporate governance and executive compensation. These documents have been updated annually and aim to show what shareholders expect from issuer disclosure by way of outstanding examples.

Read More

Ontario's New Not-For-Profit Corporations Act, 2010 (Bill 65) - A Timing Update
Gowling Lafleur Henderson LLP.

Recently, several of our clients, under the impression the Ontario Not-for-Profit Corporations Act, 2010, Bill 65, ("the Act") is now in force, have asked when they must comply with the new Act. This misunderstanding is likely caused in part by the amount of time which has passed since the Act received royal assent, on October 25, 2010, almost 2 years ago.

Read More

National Assembly introduces Integrity in Public Contracts Act
Osler, Hoskin & Harcourt LLP.


On November 1, 2012, the National Assembly of Qu�bec introduced Bill 1, a bill amending the Act respecting contracting by public bodies (Bill). The Bill was introduced in order to fight corruption and enhance integrity in the public contracts process in the Province of Qu�bec. It would require all companies to pass an integrity test before being allowed to bid on public contracts worth $25,000 or more.

Read More

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BOArd of directors

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


Mary D. Batoff
(Vice-Chair, Chief Governance Officer and Corporate Secretary) 
President and Chief Executive
First Uranium Corporation
Toronto, ON
Janis McKenzie
Cana, Share and Financial Administration
Sun Life Financial Inc.
Toronto, ON
Madeleine G. Bertrand
Director, Corporate Affairs and ATIP Coordinator
Royal Canadian Mint
Ottawa, ON
Misti Christensen
Manager Governance
Nexen Inc.
Calgary, AB
Margaret (Meg) Comiskey
Assistant Corporate Secretary
Vancouver Airport Authority
Vancouver, BC
Gina DeVeaux
Assistant Corporate Secretary
Purolator Inc.
Mississauga, ON
Leah M. Fitzgerald
Edmonton, AB
Christine Mills
Manager, Corporate Affairs and Governance
BC Children's Hospital Foundation 
Vancouver, BC  
Dawn Moss
Corporate Secretary
Eldorado Gold
Vancouver, BC
Janna Pantella
Corporate Secretary
DIRTT Environmental Solutions Ltd.
Calgary, AB
Laurel Savoy
Senior Vice President
Canadian Stock Transfer Company Inc.
Toronto, ON
Lynn Beauregard  
Canadian Society of Corporate Secretaries
Toronto, ON
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Events & Workshops


Canadian Society of Corporate Secretaries


THE Executive Compensation Course for Corporate Secretaries

Toronto  (Nov. 29, 2012)

Vancouver (Dec. 5, 2012)

Calgary  (Dec. 6, 2012)


For complete list of CSCS events click here

For complete list of RR DONNELLEY events click here



Canadian Corporate Secretary's Guide

CCH Canadian is pleased to offer CSCS members a 30% discount when ordered through CSCS - currently $824.25 + applicable taxes for either loose-leaf or online is $824.25 + applicable taxes. Subscriptions include Corporate Brief, a monthly newsletter containing feature articles, digests of recent cases and updates to legislation.

To order, contact the CSCS National Office by email at

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 ( 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-bulletin 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