JUNE 2011


Chairman's Remark

This month we are launching what is, without doubt, the most important public policy initiative in CSCS history.


The CSCS Shareholder Democracy Summit will be the first summit conference of its kind in Canada.

The Summit will be a gathering of all who play important roles in the processes that allow shareholders of public companies to vote their shares, and will take place at the Royal York Hotel Toronto on October 24 and 25, 2011.

The purpose of the Summit is to allow stakeholders to share vital information on the current shareholder democracy system so that meaningful changes may be made that can give rise to a set of robust processes capable of ensuring that shares are voted in a manner that is efficient, timely, reliable, and fair for all shareholders.

CSCS has been actively working to shed light on shareholder voting processes for a number of years. Whether through our conference programs, our White Paper on Shareholder Communication, our participation on panel discussions at the conferences of like-minded associations such as the Canadian Investor Relations Institute, or our collaboration with regulators to share information and the experience and expertise of our members, we have contributed to building awareness of the importance of the issues.

As word of this initiative has spread in the past few months we have received encouragement and support from many prominent industry stakeholders and regulators who welcome this CSCS initiative. Many of them have already indicated their intention to come to Toronto in October to participate in the Summit. Some stakeholders have begun to prepare papers and other materials that will be tabled in support of this very important initiative. Most have pledged their support and have offered assistance.

CSCS believes that the Summit has the potential as a catalyst to bring about one of the most significant reform initiatives in Canadian shareholder democracy processes in the history of our capital markets and our corporation laws. This is yet another opportunity for Canada to demonstrate how our unique approach to governance and to the regulation of our capital markets can be a source of economic strength and national pride.

We will be issuing a Summit press release in the coming days as our preparations for the Summit shift into high gear. Watch for more details on the program, on registration details and on opportunities to participate in this important event coming soon. In the meantime, save the dates of October 24th and 25th.

The very next event on our calendar is the CSCS Annual Governance Conference that will take place in August (21st to 24th) in Quebec City and we look forward to seeing you there. Early indications are that this year's conference will live up to our highest standards. We will be placing special emphasis on networking opportunities and networking tools that we think our members will really appreciate.

I wish you all the best for the summer.


Davis Masse
Chairman of the Board
Conference Update

Early-bird closes June 26!

This year's conference already boasts over 150 registrants - and there's still room for you too! But don't delay any longer - your conference savings end June 26.

Come to network and learn with fellow colleagues; stay for the tastes and sound of Quebec. We've put together an excellent program with evening treats that will surely excite.

For the complete conference program, and to register today, visit


Get promoted


Attention all sponsors! There are still a few opportunities for you to get involved in this year's program.


Are you planning to attend and want additional promotion? Check out our "Bronze Sponsor" opportunity. An economical commitment for great impact at the conference.


Check out all of the opportunities by clicking here


Thank you to our sponsors for their generous support!

Premier Sponsor:




Academic Sponsor




Tina Hutchinson
Manager, Events & Special Projects
416 921-5449 ext. 315
1-800-774-2850 ext. 315 



Join an association which is the voice of Corporate Secretaries and governance professionals in Canada


CSCS is pleased to invite individuals and organizations dealing with Corporate Governance, Corporate Secretarial Duties, Not-For-Profit and Charitable Boards, Management/Board of Directors, Securities Regulations and Trading Practices, Proxy Solicitation and Shareholder Activities, Investor Relations and to become a member. Membership is open to Corporate Secretaries, Assistant Secretaries, Corporate Counsel, CEOs, CFOs, Controllers, Shareholder Communications & Investor Relations Professionals, Corporate Directors, Chairmen, Risk & Compliance Officers and NFP Executive Directors among others.

Membership is at two levels: Individual Members and Corporate Members.

Annual Membership Fees for the year 2011:

  • Individuals: $475 (+ tax) per year

  • Corporate:  $1350 (+ tax) per year for up to 5 individuals within an organization. Additional membership can be added to the bundle at a rate of $300 (+ tax) (per person per year)

How do CSCS Members Participate and Benefit?

  • Advocacy: CSCS serves as a consultative body for businesses, regulatory and government agencies. A strong voice to the stock exchanges and securities commissions nationally.

  • Strategic Alliances: CSCS is allied with international bodies and positioned to provide members with a global perspective on corporate governance.

  • Information Resources: Being effective means being informed. Members receive relevant and timely information.

  • Networking: Members have many opportunities to meet and exchange ideas and experiences with their colleagues. CSCS Membership Directory is an invaluable resource and networking tool.

  • Professional Development: Enhance your skills at seminars, meetings and conferences designed to keep you informed. Continuing education provides you with the tools to advance your career.

  • Corporate Secretary's Guide: Provides information corporate secretaries need daily. Members receive a substantial discount.

To join visit our website or contact us by email:

Expired Membership


We regret that CSCS members who have not renewed their membership as of April 2011 have now been removed as members.


You may however, still be reinstated by making your payment in full , plus a $25.00 re-instatement administration fee, by contacting Pamela Smith, Director, Membership & Administration: email:; ph: 416-921-5449, ext 303.

Request for Assistance

A publicly traded company asks:

Requesting Board practices to approve the Corporate Responsibility Report. Does your Board approve the Report or has the Board delegated the authority to another Committee to approve the Report?

Your Response:

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

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.

CCGG Releases Shareholder Democracy Study

We are pleased to announce that we have released our first Shareholder Democracy Study at the Annual General Meeting held today, available here for your review.

CCGG conducted the first study on the adoption rates of a number of important governance best practices related to shareholder democracy by S&P/TSX Composite Index issuers, including:

  • the appointment of a chair or lead director who is independent of management
  • holding annual director elections with individual director by director votes
  • implementation by the board of a "majority voting" policy
  • detailed disclosure of voting results for director elections, and
  • the holding of an annual 'Say on Pay' shareholder advisory vote.

The study focused on the level of acceptance of these best practices by companies in the Index, based on publicly available data and confirming letters sent to each issuer. We also investigated the adoption rates of these practices as at April 30, 2003 - the date of the formation of CCGG - to identify trends in these key measures of shareholder democracy.

The study will also be available on our website at

Mentoring for the benefit of all
The Globe and Mail


Executives who act as mentors receive a lot in return, a Canadian survey has found.

The poll of 270 chief financial officers found 54 per cent had become a mentor for an employee in their organization, either formally or informally, at some point in their career.

Of those that did, 54 per cent said their greatest reward was a feeling of satisfaction from helping someone succeed. Another 22 per cent said the biggest benefit was improving their leadership skills in the process, 18 per cent said it gave them an incentive to stay current on industry trends and 3 per cent said it expanded their professional network. Just 3 per cent said they received no benefit in return, the survey by staffing service Robert Half Management Resources found.

Read More

Book Review - Corporate Governance: A Synthesis of Theory, Research, and Practice

James Mcritchie 


Corporate Governance: A Synthesis of Theory, Research, and Practice (Robert W. Kolb Series) edited by H. Kent Baker and Ronald Anderson provides an excellent overview of contemporary issues in corporate governance with a primary focus on the relationship between managers and shareowners, as well as other stakeholders.

One of the more interesting and creative chapters is Alex Todd's discussion of best practices. Like many, Todd observes that corporate governance is being overwhelmed by the complexity of its issues and environment. As we all know, one size does not fit all but how do you take into account all the variables?

Read More

Listed Magazine Spring Issue

CSCS is pleased to provide this exclusive preview of Listed Magazine's Summer 2011 issue.


CSCS Exclusive book offer: Influencing Powerful People

McGraw-Hill Ryerson and Dirk Schlimm, author of Influencing Powerful People, are pleased to offer members of CSCS a 40% discount off the retail list price listed below.

Offer expiry date is July 31, 2011.

Click here for offer details.

News and Updates
OSC Concerned Over Sale of Exempt Securities to Non-Accredited Investors
Blake, Cassels & Graydon LLP

In a recent Staff Notice, the OSC advises that:
  • Issuers and their dealers have the responsibility for determining whether an investor may purchase exempt securities pursuant to the AI Exemption.
  • Dealer should be collecting adequate know-your-client information to accurately determine whether an investor is an Accredited Investor. The OSC has set out a non-exhaustive list of steps that dealers should take when selling under the AI Exemption.
  • It is not sufficient for issuers and their dealers to simply rely on the client's initialing or checking-off of the box on an accredited investor certificate, or to rely on verbal representations. 

Read More

FPIs not required to submit interactive data files until SEC specifies taxonomy
Stikeman Elliott LLP

In response to a letter from the Center for Audit Quality, the U.S. Securities and Exchange Commission has stated that foreign private issuers that prepare financial statements in accordance with IFRS will not be required to submit, or post online, interactive data files (using XBRL), until the SEC specifies a taxonomy for use in preparing such interactive data files. For more on the SEC's requirements for Interactive Data Files, see our post of February 18, 2009.
TSX proposes rules to facilitate trading of securities listed on other recognized exchanges
Stikeman Elliott LLP

TSX Inc. recently approved amendments to its rules, which have now been submitted to the OSC for approval, that would facilitate the trading of securities that are not listed on the TSX but are listed on another exchange recognized by a Canadian securities regulator. The OSC has now published the proposal for a public comment period that runs until June 20. 

Read More

CDS proposes amendments to require uncertificated withdrawal of securities
Stikeman Elliott LLP

The OSC published a request for comment on proposed amendments to the CDS Rules that would require participants to withdraw securities from the CDSX system in uncertificated format where the issuer offers a direct registration system. The notice provides a description of how the paperless processing would work.

Read More

Getting past the Doha Round crisis: Moving forward in the WTO

The Doha Round is stuck. This essay argues that finishing Doha would be best, but if this is impossible, we should admit it and move on. Investing more resources and credibility in a failure would only damage the WTO and multilateral cooperation. Leaders should turn their energies towards building an agenda for the WTO's future work that responds to 21st century interests. Getting this right is critical; the WTO cannot afford another failure if Doha dies. An early harvest is an excellent idea, but only if it can be done quickly. 

Read More

IOSCO Publishes its Final Report on Private Equity Conflicts of Interest

Fraser Milner Casgrain LLP


The Technical Committee of the International Organization of Securities Commissions ("IOSCO") published its final consultation report on the concerns surrounding conflicts of interest in private equity. IOSCO's final report, entitled "Private Equity Conflicts of Interest", provides an opportunity to better understand the current views of various securities commissions, which is especially important in light of the current round of fund formation and the involvement of private equity firms and private equity funds in public-to-private and private-to-public transactions in respect of portfolio companies. In particular, the report can assist private equity firms in (i) identifying and mitigating conflicts of interest throughout the life cycle of a private equity fund, and (ii) reviewing and revising fund compliance documentation and processes, such as a code of ethics as well as conflict management committees. The IOSCO report is one of various recent initiatives by regulators and investors focusing on the mitigation of conflicts of interest and best practices in private equity, such as those contained in the U.S. Dodd-Frank Wall Street Reform and Consumer Protection Act, the European Union's Alternative Investment Fund Management Directive and the Private Equity Principles Version 2.0 of the Institutional Limited Partners Association (ILPA) (please refer to our February 2, 2011 issue of PEG for more details). 

Read More

Further reforms to the registration regime in Canada
McMillan LLP 

The The Canadian Securities Administrators (CSA) published on April 15, 2011 amendments (Amendments) to National Instrument 31-103 Registration Requirements and Exemptions (NI 31-103), Companion Policy 31-103CP Registration Requirements and Exemptions (Companion Policy), certain forms under NI 31-103 as well as to related instruments. The Amendments deal with both technical adjustments and more substantive matters, and are expected to come into force on July 11, 2011. Once the Amendments are in force, NI 31-103 and the Companion Policy will be renamed as Registration Requirements, Exemptions and Ongoing Registrant Obligations. 

Read More

Competition Bureau Sues Toronto Real Estate Board for Restricting Innovation in Real Estate Brokerage Services
Blake, Cassels & Graydon LLP 

The Competition Bureau announced that it had filed an application with the Competition Tribunal in response to certain practices by the Toronto Real Estate Board (TREB) that the Bureau alleges are anticompetitive. In particular, the Bureau has alleged that TREB has restricted the ability of real estate agents to introduce innovative real estate brokerage services through the Internet, thereby harming consumers. 

Read More

Newly Released WhitePaper Showcases How Corporate Governance Practitioners Can Use A Vested Framework to Improve Structure

Companies seeking ways to build a sound governance framework for outsourced services can now turn to the collaborative work of thought-leading organizations in outsourcing governance structures-a whitepaper entitled Unpacking Outsourcing Governance: How to Build a Sound Governance Structure to Drive Insight Versus Oversight.

Co-published by the University of Tennessee Center for Executive Education, the Corporate Executive Board (CEB) and the International Association for Contract and Commercial Management (IACCM), the whitepaper's purpose is to provide a practitioner-friendly governance framework incorporating the University of Tennessee's work in the area of vested outsourcing. The goal of the whitepaper is to guide organizations to achieve a governance structure based on insight, not oversight.

Read More

A Masterpiece for Brand Owners - The Supreme Court of Canada makes it easier to enforce your trade-mark
McCarthy T�trault LLP

The Supreme Court of Canada released its decision in Masterpiece Inc. v. Alavida Lifestyles Inc., 2011 SCC 27. The Court reversed decisions by the Federal Court and Federal Court of Appeal, and painted a rosier picture for those who seek to protect trade-mark rights in Canada.

Masterpiece started using the trade-mark MASTERPIECE THE ART OF LIVING in Alberta in 2001. It used the mark in association with retirement residences. On December 1, 2005 Alavida filed an application to register the trade-mark MASTERPIECE LIVING for use, in brief, with retirement residences. In the application Alavida indicated that it proposed to commence use of the mark in Canada in the future. In 2006 it did in fact commenced using the mark in Ontario.

Read More

Protecting Trade-Marks: Eight Myths That Can Cost You A Lot
Fasken Martineau DuMoulin LLP 

A number of misconceptions surrounding trade-mark protection have made their way through business circles. These myths persist in spite of the dangers they pose to business owners, at times creating situations that can compromise their financial future and that of promising products or services. A corporation deprived of the right to use its star trade-mark will have to invest considerable amounts to rebuild its reputation.

We will review eight of the most tenacious of these myths and explain the risks to which they expose your corporation. 

Read More

Tax Season - More Than Just A Filing Process - Opportunities To Enhance Your Corporate Structure
Ernst & Young

Spring is upon us and our thoughts turn toward spring flowers, warm evening walks, barbecues and doing taxes. With their complex business structures, many oil and gas companies view this annual tax-filing process simply as a requirement imposed on them by the government - a time for more stress and hard work. But can it be more? We believe tax season gives you an opportunity to take a closer, more detailed look at your business. It's a chance to take a fresh perspective on your past strategies and to ask some tough questions about your future goals. Such scrutiny and careful planning are especially crucial today as the economy grows stronger and more competitive in the recovery. It is a new era - with a new performance agenda and a more globalized platform in which to compete.

Read More

The Continuing Evolution Of The Canadian Registration Regime: First-Year Amendments To National Instrument 31-103 Finalized
Borden Ladner Gervais LLP

The Canadian Securities Administrators have finalized the "first-year" amendments [available here] to National Instrument 31-103 Registration Requirements and Exemptions (now retitled Registration Requirements, Exemptions and Ongoing Registrant Obligations). The amendments touch almost every area of NI 31-103 and include both technical and substantive changes that will affect, to varying degrees, all registrants - firms and individuals - when they come into effect on July 11, 2011 (subject, in some jurisdictions, to ministerial approval being granted). In addition to amendments to NI 31-103, substantive changes were also made to the guidance set out in the Companion Policy which explains how the CSA interprets the requirements in the Rule.

Read More

Humanist Corporate Governance: A universal model for balancing power and aligning interests

This monograph attempts to add clarity to the complex subject of corporate governance by offering an alternative conceptual model for a corporate board as a parental archetype, and the firm as its android child. Costly, systemic power imbalances and conflicts of interest, inherent in the conventional model, are resolved by applying ancient Roman property law principles (usus, fructus, and abusus).

Read More

Not-for-Profit News and Updates

Concerns About Risks Confronting Boards

Potential Cost of Damage to Companies with Compromised Reputations Due to Product or Service Quality, Management Decisions or Information Breaches Keep Board Members Up At Night.

Managing the big business of not-for profits


It is inevitable. The things we cherish most or provide us with the most utility will often become outdated and lose their lustre. You only need to look to pop culture to find countless examples of once treasured belongings that have fallen by the wayside: beepers; the boom box; Beta videorecorders; and brick-sized cellphones. This also applies in how we conduct business. As our needs, attitudes and perspectives change so too do our laws. This is known as the living tree doctrine. It states that law cannot be bound by its roots; instead, it should be progressive, grow and change with the times.

Building a Better Board

Harvard Business School Working Knowledge 


When Stephen Kaufman took the helm at Arrow Electronics in 1982, it was de rigueur for CEOs to sit on the boards of several other companies in addition to running their own. Back then, serving as a board member didn't require much of a time commitment, and governance was a matter of trust.

Do We Have to Put All That in the Minutes?

Miller Thomson LLP 


"Must the minutes include all motions, even the motions that are defeated?"

"Do we have to put in the minutes everything that everybody says? Or can we just summarize the various views?"

"Is it permissible for us to leave out the names of the movers and seconders of motions?"

"Our practice is to keep our minutes nice and slim, leaving out everything that we consider unnecessary,

Chairman's Remark
Conference Update
2011 Membership Renewal
Request for Assistance
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Are you interested in advertising your company on CSCS's website and/or monthly e-newsletter?

For just $300.00 (plus HST) annually, visibility can be yours on either the CSCS's website or the monthly e-newsletter which goes out to our members and our network of contacts.

For those interested in advertising in both to increase their visibility, a package rate of $50.00 (+ HST) per month, or an annual charge of $500.00 (+ HST) is available.  

Press release or advertorials can also be posted on the monthly e-newsletter. Rates are $150 (+ HST) per banner ad per newsletter, or $1,000 (+ HST) per year. $350 for an advertorial or advertising article.


CSCS's monthly enewsletter has a circulation of over 5,000 including members and other governance professionals. For advertising, or for further inquiries, please email



Welcome to new members

Andrea Hatzinikolas
Petrominerales Ltd.

Beth Deazeley
CMA Ontario
Christiane Kenny
OPSEU Pension Trust
Colleen Braun
FWS Group of Companies
Debra Nelson
Isla Carmichael

Joe Cosentino
Magna International Inc
Kari Sawatzky 
Harvest Operations Corp.
Kathleen Jones-Bartels
Quaterra Resources Inc.
Kristen Long
Alberta Health Services
Lyne Burelle
Gaz M�tro
Magda Pacheco
Travelers Canada
Marien Segovia
Silvermex Resources Inc.
Michelle Vucko
Industry Training Authority
Monic Pratch
Orit Aliasi-Sini
Patricia Leeson
Capital Power Corporation
Sarah Lerner-Neiman
Sheana Orr
Columbia Power Corporation
Tim Sweeney
Petrobank Energy & Resources Ltd.
Wendy Mills
The Dominion of Canada General Insurance Company
BOArd of directors
David Masse (Chairman of the Board)
Senior Legal Counsel and Assistant Corporate Secretary
CGI Group Inc.
Daryn MacEachern (Vice-Chair)
Assistant Corporate Secretary
Talisman Energy Inc.
Mary Batoff (Secretary)
Vice President, Legal & Secretary
First Uranium Corporation
Madeleine Bertrand
Director, Corporate Affairs & Access to Information and Privacy Coordinator
Royal Canadian Mint
Meg Comiskey
Corporate Secretary
Vancouver Airport Authority
Gina DeVeaux
Leah Fitzgerald
Associate General Counsel & Assistant Corporate Secretary
Capital Power Corporation
Janis McKenzie (Treasurer)
Manager, Share Compensation Plans
Sun Life Financial Inc.
Patricia Parisotto
Corporate Secretary
Discovery Capital Management Corp.

Laurel Savoy
VP Trust Services
Canadian Stock Transfer Company Inc.


Lynn Beauregard (President)

Canadian Society of Corporate Secretaries

Do you have a career opportunity that you would like to advise our members? We invite you to send your posting for distribution to members (and friends) of the Canadian Society of Corporate Secretaries.


Click here for more details

Please login to to view recent Job Postings.

Assistant Corporate Secretary
Canadian Pacific
Calgary, AB

Corporate Secretary (Bilingual)
Canadian Museum for Human Rights
Winnipeg, MB
Senior Manager, Corporate Affairs Administration
GS1 Canada
Toronto, ON
MEmbership benefits


- Advocacy

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- Information Resources

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- Research Library

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To learn more about our membership benefits visit

Events & Workshops


Canadian Society of Corporate Secretaries


13th Annual Corporate Governance Conference
August 21 - 24, 2011
Location: Quebec City at the Fairmont Chateau Frontenac
Click here to register


Date: October 24 - 25, 2011
Location: Fairmont Royal York Hotel, Toronto

Click here for more 


For complete list of CSCS events click here

Canadian Investor Relations Institute

For complete list of CIRI's event click here

Brown Governance

For complete list of Brown Governance seminars  click here

Institute of Corporate Directors

For complete list of ICD's event click here
Institute of Chartered Secretaries and Administrators
For complete list of ICSA's event click here

For complete list of RR DONNELLEY event click here


Osgoode's Professional LLM in Business Law - Start this September or January!

Visit for more information or contact LLM Admissions at 416.673.4670, toll-free within Canada at 1.888.923.3394, or by email.


Chartered Secretaries Canada offers publications that may be of interest to CSCS Members


The first guide in their Practical Guides for Strategic Governance series -Understanding Your Board of Directors,  is now available in English for $19.95.



Canadian Corporate Secretary's Guide


CSCS's reduced subscription fees for the Canadian Corporate Secretary's Guide:


CD & Online$882.00

 + applicable taxes

To order, contact the CSCS National Office by email at



GG consulting ad

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