THE NEWSLETTER FOR THE CANADIAN SOCIETY OF CORPORATE SECRETARIES NOVEMBER 2015
president's Message 
Dear ,

MARK YOUR CALENDAR! CSCS is pleased to announce the date of the 2016 Excellence in Governance Awards/Prix d'excellence en gouvernance Ceremony and gala dinner. The event will take place on the evening of  Tuesday, November 15th, 2016 at the Arcadian Court in Toronto.

 

Here are other key dates to note regarding the 2016 Excellence in Governance Awards: the call for Nominations will go out on February 15th, 2016, the submission deadline for all nominations will be May 31st, 2016 and the shortlisted nominees will be announced: July 15th, 2016.

 

The Canadian Society of Corporate Secretaries ("CSCS") handed out the third annual EG Awards at the opening dinner of the CSCS' 17th Annual Corporate Governance Conference which was recently held at the Queen Elizabeth Hotel in Montréal, Québec, on August 16, 2015. we would like to once again congratulate the 2015 winners:

  • Best sustainability, ethics and environmental governance program:
    • Large-cap winner: Cameco Corporation
    • Mid-cap winner: Tahoe Resources
    • Honorable mention: Greater Toronto Airports Authority
  • Best use of technology in governance, risk and compliance - Royal Bank of Canada
  • Best approach to board and committee support:
    • Winner: First West Credit Union
    • Honorable Mention: University of Calgary
  • Best stakeholder engagement by a governance team - Canadian Blood Services
  • Best practices to enhance boardroom diversity:
    • Winner: HSBC Bank Canada
    • Honorable Mention: Greater Toronto Airports Authority
  • Best practices in strategic planning, oversight and value creation by the board - ATB Financial
  • Best overall corporate governance - Royal Bank of Canada
  • CSCS Joyce Borden-Reed distinguished contribution award - Glenn G. Keeling
  • CSCS Peter Dey governance achievement award - David R. Beatty, Conway Chair, Clarkson Centre for Board Effectiveness, Rotman School of Management.

We want to hear YOUR success stories and celebrate them in 2016! We encourage all organizations who have pushed past 'accepted practices' and have reached a higher level of distinction in governance practices, to send in your nominations in 2016. CSCS and the judges panel are currently working on making the submission process more streamlined in order to simplify nominating your company for its achievements.

 

Look for more information in your mailbox in early 2016!

 

Sincerely, 


Lynn Beauregard
President 
Conference update

Call for Sponsors

 

The 2016 CSCS Annual Sponsorship Package is ready! We have added more visibility levels and have also expanded on the value for each opportunity. The opportunities includes the CSCS Excellence in Governance Awards (now a standalone event for 2016), the 2016 annual conference in Whistler (August 21-24, 2016), professional development sessions, the CSCS website, the monthly e-newsletter and a few other opportunities.

Talk to us about customizing your own bundle! For the complete 2016 Annual Sponsorship package, click here.

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.

 

Tina Hutchinson
Director, Conference & Sponsorship

CSCS Professional Development SESSIONS
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

 

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:

  • 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 cscs.org and update your profile today!

 

Pamela Smith
Director, Membership and Administration

Not a CSCS Member?
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 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.

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.

 

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.

Director Skills Matrix

We are in the process of recruiting members to our board. We have a current director skills matrix template but find it to be out of date. Does anyone have director skills matrix template(s)/example(s) they would be willing to share?

Approval of quarterly results

Has anyone seen any results of survey(s) of the percentage of listed companies that release quarterly results on approval by the Audit Committee alone (versus approval by full Board)?

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
Gender Diversity in the Boardroom: Moving from the Why to the How
Patricia Lenkov - Agility Executive Search LLC

No matter your level of support for or interest in the issue of diversity in the boardroom, no one would disagree that it is a "hot topic" in corporate governance circles and corner offices around the globe.

 

Diversity in the boardroom can mean many things. When I started recruiting corporate directors in the United States about 18 years ago, diversity most often referred to ethnic diversity. Specifically there were efforts of various magnitudes to increase the representation of African Americans and Hispanics on boards. Diversity then expanded to include other ethnicities generally depending on where the company in question was doing business or had hopes to do so.

Read More

ISS 2016 Proxy Season Policy Updates

Goodmans LLP

Proxy advisory firm Institutional Shareholder Services Inc. (ISS) has released its Canadian policy updates for the 2016 proxy season. The new guidelines address the definition of "overboarding" for directors, the assessment of equity plans and disclosure relating to externally managed issuers. Other than the change affecting overboarding, which will be implemented for the 2017 proxy season, the updated guidelines will be effective for shareholder meetings held on or after February 1, 2016.

Read More

Regulators Release Detailed Data on Women on Boards and in Executive Officer Positions
Canadian Securities Administrators

The securities regulatory authorities in Manitoba, New Brunswick, Newfoundland and Labrador, Northwest Territories, Nova Scotia, Nunavut, Ontario, Québec, Saskatchewan and Yukon (participating jurisdictions) today published the underlying data used to prepare CSA Multilateral Staff Notice 58-307 Staff Review of Women on Boards and in Executive Officer Positions - Compliance with NI 58-101 Disclosure of Corporate Governance Practices.

Read More

How Short-Termism Hurts Governance
Asset International Inc.

Corporate governance plays an essential role in investment decisions-but achieving good governance requires less focus on short-term performance, according to Aberdeen Asset Management.

Read More

CEOs and CFOs in the Cross-hairs of Activists
Institut sur la gouvernance (IGOPP)

Shareholder activism of the hedge fund variety has become a hot topic lately. The Bill Ackman, Carl Icahn, Nelson Peltz and others are almost household names, at least in the financial press and on business TV networks.

The impact and results of this sort of activism remain the subject of an-going, statistics loaded debate in Academia and of vitriolic dispute between legal experts and fund managers.

Read More

Cyber fraud is getting even scarier
Corporate Secretary

With new costly cyber scams targeting senior executives, need for more rigorous security awareness training for employees becomes more urgent

 

In what's becoming a sort of Halloween tradition, I checked in last week with cyber ghostbuster Stu Sjouwerman for an update on the latest cyber scares. His company, KnowBe4, provides web-based security awareness training to employees at companies hoping to prevent cyber fraud.

Read More

Companies should be good corporate citizens all the time, not just in crises
The Globe and Mail Inc.

As the world comes to terms with the wider implications and consequences of the terrorist atrocity in Paris, an important story risks being lost in the welter of coverage and analysis: The increasingly vital role that private companies play in planning for and responding to emergencies. And there's more to the story than that.

Read More

Women, minorities making gains on Canadian corporate boards: report
The Globe and Mail Inc.

The proportion of women on Canadian corporate boards took its largest leap ever in 2015 to almost 20 per cent, but Canada continues to slide behind globally as other major countries move even more quickly to embrace diversity.

Read More

Who should pick board members?
Institut sur la gouvernance (IGOPP)

Proxy Access by Shareholders to the Director Nomination Process

The prerogative of boards of directors to nominate the members of the board for election by the shareholders is now challenged by institutional investors determined to acquire the right, under certain
conditions, to nominate their own candidates. This challenge to a board prerogative is called proxy access by shareholders to the director nomination process.

Read More

Proxy advisers' role: who's happy now?
Corporate Secretary

With their influence having declined significantly in recent years, proxy advisers are becoming more transparent and more willing to engage with issuers

Public companies and proxy advisers have been engaged in a heated feud from almost the moment ISS and Glass Lewis arrived on the scene. Too often, management feels unfairly judged by third parties that wield undue influence, while proxy advisers complain they've fallen victim to a shoot-the-messenger mentality whenever they disagree with management.

Read More

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Governance Boot Camp for Not-for-profit Organizations
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 February 18, 2016
 
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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 Relation
CNIB
 
Manager, Board Governance (PG H)
Municipal Property Assessment
 
Board Liaison Officer / Agent de liaison avec le conseil
Destination Canada
 
Senior Analyst, Subsidiary Governance
CIBC
 

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

Independent Director
Beaconsfield, QC
 
Janis McKenzie 
(Treasurer)
Independent Director
Brampton, ON
 
Madeleine G. Bertrand 
(Secretary)

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 
(President)

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 (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