JUNE 2012



Dear ,


I am delighted to announce that the 14th Annual CSCS Conference, scheduled for August 19-22 at the Fairmont Hotel Vancouver, is well on its way to exceeding last year's attendance. Registration higher by 50% already! If you missed the Early-EARLY-Bird deadline of April 1st, the good news is that we still have the Early-Bird discount in place until June 29th.


The conference is themed Charting the Course to Excellence and is set to deliver on all fronts with:

  • a full program of streamed sessions addressing key issues in governance across all sectors
  • a cast of high profile industry leaders and experts, governance practitioners and academics providing the most significant governance updates and best practices
  • a social program that is sure to provide many networking opportunities for you to get to know your fellow delegates in a relaxed and fun environment
  • a pre- and post-conference tour program that will provide a variety of options for you to consider, as well as activities for your family while you attend the program. 

This year, the conference offers:


Optional full-day workshop: Essentials for the Corporate Secretary


This workshop is perfect for those who are new to the profession or who have been in the role and would appreciate the opportunity for a refresher of governance principles and best practices. This course provides insights on: governance best practices (board composition & effectiveness, roles and responsibilities of the CS, risks, ethics and liabilities, board processes, IT solutions and record keeping, and much more...)


Plenary sessions:

  • Board Oversight of Enterprise Risk with John Caldwell, Former President and CEO, SMTC Corporation)
  • The Board Member, the CEO and the Corporate Secretary with Jim Brown, Consulting Partner, STRIVE! 
  • The Next Generation CEO with David W. Anderson, President, The Anderson Leadership Group and Contributing Editor, Listed Magazine


  • Enhancing the Governance of Public Sector and Crown Corporation Boards: Best Practices for Board Composition and Evaluation
  • The Canada Not-for-Profit Corporations Act: Steps to Transition
  • Reinventing the Governance Office: The Corporate Secretary as the Board Information Officer
  • Plain Language Disclosure: Clarity Key to Transparency

Concurrent sessions and panels:

  • The Evolution of Corporate Reporting: Integrated Thinking
  • Building a Structure to Get the Best Out of Meetings and Directors
  • Designing Whistleblower Help Lines and Anti-Retaliation Strategies
  • Governance for Sustainability: Enhancing Oversight of Social and Environmental Risks and Opportunities
  • How Technology is Re-Shaping Best Practices in the Boardroom
  • Enhancing Shareholder Engagement as a Governance Tool
  • Practical Considerations for the CD&A and Executive Compensation
  • Bullet-Proofing Corporate Minutes: Best Practices and Avoiding Inherent Risks
  • An Overview of Major Foreign Corrupt Acts and Compliance Approaches
  • Crisis Management for the Corporate Secretary
  • Key Considerations in Directors and Officers Liability

There is plenty for everyone to sink their teeth into! Check out session descriptions and speaker information by CLICKING HERE.

Don't miss the most comprehensive governance conference in Canada! Register today and come join us in beautiful Vancouver in August!




Lynn Beauregard



Every year CSCS puts together a great conference program of top notch speakers and sponsors. In planning, we understand the value of networking with your colleagues and peers and ensure that our social activities contribute to your overall conference experience. But we also know it's not always about business. Our conference program is hosted in August, prime time for vacations and holidays with family and friends. To complement this, CSCS puts together optional activities for you and your family.

This year CSCS has partnered with MaxWest to create a series of optional activities that suit a variety of interests and skill levels:

  • Furry Creek Golf Tournament

  • Vancouver Snap Shot City Tour with Harbour Cruise

  • North Shore Tour with Capilano Suspension Bridge and Grouse Mountain

  • Gastown Tasting Tour

  • Whale Watching

  • Plus, a post-trip to Whistler!

For complete descriptions and itineraries, or to register for your choice of activity today, visit

Also, just a reminder to book your conference travel and accommodation as soon as possible.

New this year, CSCS has partnered with Flight Centre to facilitate your travel and accommodation needs. The benefit of this partnership is that you have access to multi-airline discounts as well as a streamlined process for reservations. Take advantage of this concierge service and contact our designated travel manager today! For the complete details, visit:

The official host hotel is the Fairmont Hotel Vancouver and preferential rates are available to CSCS delegates by quoting "Canadian Society of Corporate Secretaries." The room block and room rates will be held until July 17, 2012. After this day, rooms will only be available on a first come first serve basis so book early.

And, if you know of anyone who has yet to register for the conference - there is still time! Tell your colleagues, peers and friends to visit: But don't delay - early-bird registration is only until June 29.

For a reminder of the conference program details, visit

See you in Vancouver!


Tina Hutchinson
Manager, Events & Special Projects




Reinventing the Governance Office:


In advance of our conference in August, we are conducting a survey to guide discussion at the August 20th, breakout session: "Reinventing the Governance Office: The Corporate Secretary as the Board Information Officer . Facilitated by Alex Todd, Founder,  and Max Carbone, Principal, Teamworks , detailed information can be found on the conference agenda at 

The survey has been designed to help you think outside the box, by challenging conventional wisdom about corporate governance, and give you an opportunity to imagine an ideal future for the boardroom and governance office. Your answers will help structure the on-site discussion. 

Survey participants can elect to receive a copy of the survey results summary. Session attendees will also receive a presentation about insights derived from the survey results.

Click here to access the survey:



membership news
CSCS Members Profile
Verify and update your information online! Did you know, you can check your details online and view updates of your membership, event registration(s), mailing information and all things accessible to members only. You may also update your contact information to ensure that you are not missing the hottest industry news from CSCS!

Beginning by logging on to the Member Only sections of the website. Now, check your Member Profile and update if necessary.
  • MAILING ADDRESS: Members receive periodic mailings from CSCS as well as Corporate Secretary magazine and Corporate Governance Quarterly, so be sure your address is complete and correct.
  • E-MAIL ADDRESS: We send out periodic e-mail announcements and reminders to members, so please ensure that the e-mail is current.

Forgot your user name and password? Just follow the instructions and it will be sent to you.

Still having a problem? Email  for additional assistance.

Pilot Mentorship Program launched in January 2012 to be Tweaked and Re-Launched
The plot mentorship program launched in January 2012 has been followed closely and, with input from the participants, it has been decided to make some adjustments and re-launch for a September 2012 to August 2013 trial. While we hope that our existing participants will continue, other CSCS members are invited to join this trial as either mentors or mentees.

Senior members - consider what you might do for someone new to the field:

  1. assist in networking
  2. answer questions regarding job searches, partnership, etc
  3. provide best practice tips and suggestions
  4. counsel them you on work-life balance
  5. suggest how to handle difficult board members and issues
  6. provide insight into a particular area of corporate secretariat practice
  7. help them you to form professional goals

And don't forget what that person might do for you:

  1. keep you informed regarding the concerns and goals of new governance professionals
  2. allow you to give back to the field by passing on accumulated knowledge
  3. attract new talent to the field and enhance your professional reputation
  4. build leadership and interpersonal skills

Watch for more information or contact

CSCS members on the move
Introducing a new service aimed at keeping your colleagues up to date with your news. Tell us about your new appointment, promotion or other changes, and we will post it on our E-newsletter as well as our website in Member News and Updates Just email






Whether you need company profile, financial data, or article on everything from governance best practice, Board Resources, or career advice- if it exists, the professional research staff at Rotman Information Solution will find it through the resources of the University if Toronto's network of libraries. 

Rotman Information Solutions
University of Toronto
Tel:416-978-1912 or
Fax: 416-978-1920

A  large wholly owned subsidiary asks:


We are a large electricity organization looking for information on Codes of Conduct and Conflict of Interest policies with respect to the Board of Directors.

  1. Does your organization have two separate documents (Conflict of Interest Policy and Code of Conduct) for the Board of Directors?
  2. For organizations that have a Code of Conduct and Conflict of Interest Policy for the Board of Directors, do both apply to employees and Directors?
  3. How does your organization deal with Director obligations under the Ontario Business Corporations Act for matters that do not apply to employees? i.e. serving on other boards of companies that are suppliers.
  4. Does your organization have a separate Conflict of Interest policy for Directors and Officers of Pension Fund Committees? If so, how does it relate to the Code of Conduct?


Your Response:

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.






Smart is Not Enough   

Boards must be smart AND healthy to succeed today   



Bill Dimma is a distinguished veteran of governance with experience on more boards than anyone I know. In his marvellous book, Tougher Boards for Tougher Times, Bill reminds us that right up to the time of their demise, the boards of companies like Enron and Nortel were composed of people with outstanding talent and credentials. He calls it a case of individual competence and collective incompetence.

The fact is, the vast majority of directors of public companies in North America are qualified, hard-working leaders. But it's becoming obvious that having the skills and knowledge to perform as a 'smart' board is not enough. It's also imperative that boards be 'healthy'. Although the terminology of a healthy board may be unfamiliar for some people, we've all seen unhealthy boards in action. A frustrating example occurred at a board meeting I recently attended as a guest. I watched a director repeatedly turn his swivel chair so his back faced the rest of the board. That's how he positioned himself during parts of the discussion, sometimes even while he spoke. I bit my tongue because my invitation to their boardroom that day gave me no licence to speak to the situation. The Chair didn't raise the matter. The meeting just continued, uneasily.

A healthy board wouldn't allow this to persist. The behaviour would be addressed because the board members would realize it betrays a damaging force within the group. Board health refers to matters such as the level of trust and candour that exists in the group, the clarity of the respective roles of board and management, the relationship dynamics within the board, and the determination the directors have to subordinate their personal interests and serve the interests of the shareholders.

This concept of 'smart' and 'healthy' was introduced to us by my friend Patrick Lencioni and his team at The Table Group. His latest book, The Advantage, reinforces the concept as it explains "why organizational health trumps everything else in business". The Table Group observes that successful organizations share both qualities. Patrick agrees with us that the principle applies profoundly to boards as well. We are convinced that in order for boards to succeed today, they must become both smart and healthy.

Smart Boards
Smart is good. Smart boards use the modern tools and techniques that have enabled organizations to grow and thrive for decades now. Examination of trends and emerging opportunities. Thorough analysis. Strategic planning. Thoughtful application of creative approaches for leveraging the company's resources. Bold acquisitions of complementary or competitive firms. Failing to employ these tried and true tactics is not smart. It's careless. Perhaps even stupid. But countless companies are using them and floundering nonetheless.

Healthy Boards
Be very clear. Healthy boards aren't just about people getting along well. The object isn't to simply enjoy our meetings, it's to add value to the company. Healthy boards are determined to direct the business so its mission is accomplished and shareholder wealth is increased.

The best boards work together as a team, capitalizing on the strengths that each director brings to the table and demanding full engagement by everyone. David Nadler described this well in the Harvard Business Review when he wrote, "The key to better corporate governance lies in the working relationships between boards and managers, in the social dynamics of board interaction, and in the competence, integrity and constructive involvement of individual directors."

Healthy boards do what smart boards do, and much more. They work with determination and diligence to direct the business to greater success and demand value from each person around the table. They confidently encourage the best people to join the board and courageously remove underperformers. They build on each other's strengths and ideas. And they realize that smart is not enough.

Hot apps for general counsel
Aarti Maharaj, Corporate Secretary

Having a variety of apps can make life much easier.

It's official - almost every general counsel owns an iPad, or at least has access to one. Now that most companies have migrated their important information to this wireless device, the general counsel can edit and sign off on documents, visit the board portal and respond to emails anywhere, anytime.

Read More

Finding Common Cause: The Renewed Quest For A National Securities Regulator

In the wake of a setback from the Supreme Court of Canada, Ottawa is forging ahead with the idea of creating a national securities regulator using a cooperative approach that could pay off, according to a new report from the C.D. Howe Institute. In "Finding Common Cause: The Renewed Quest for a National Securities Regulator," author Jeremy Fraiberg assesses the chances of reaching federal-provincial agreement on creating a common regulator and having provinces come on board.

Read More

Revised CSA Staff Notice 51-327 Guidance on Oil and Gas Disclosure
Mergers & Acquisitions Bulletin, Fasken Martineau DuMoulin LLP

On December 29, 2011, the securities commissions released a revision to Canadian Securities Administrators Staff Notice 51-327. It is significant that the title was changed from "CSA Staff Notice 51-327 - Oil And Gas Disclosure: Resources Other Than Reserves Data" to "Revised CSA Staff Notice 51-327 - Guidance On Oil And Gas Disclosure" (2011 Revision).

Read More

Canadian Securities Regulators Seek Comments on the Potential Regulation of Proxy Advisory Firms
Canadian Securities Administrators

Montr´┐Żal - The Canadian Securities Administrators (CSA) today published for comment CSA Consultation Paper 25-401 Potential Regulation of Proxy Advisory Firms. The purpose of this consultation paper is to address specific concerns about the services provided by proxy advisory firms and their potential impact on Canadian capital markets, and to determine if, and how, these concerns should be addressed by Canadian securities regulators.

Read More

The State Of Play On Say On Pay In Canada In 2012
Osler, Hoskin & Harcourt  LLP

The number of Canadian issuers that have agreed to provide their shareholders with the opportunity to vote on an advisory resolution on executive compensation, or say on pay vote, has slowly continued to increase. In our May 2011 Update, we noted that over 70 Canadian companies had agreed to hold say on pay votes. The number has since increased to 97 Canadian issuers according to the Shareholder Association for Research and Education.

Read More

Proposed Changes to the Investment Canada Act and Foreign Investment Review Process - Benefit or Increased Burden for Foreign Investors?
Osler, Hoskin & Harcourt  LLP

Guidance on the Government of Canada's approach to its review of foreign investment in Canada has been anticipated since November 2010, when BHP Billiton withdrew its $40 billion hostile bid for Potash Corporation of Saskatchewan after the Minister of Industry made an initial determination that the proposal was not likely to be of net benefit to Canada, despite BHP Billiton offering unprecedented undertakings. At the time, the Minister promised to provide clearer guidance on what is required to demonstrate "net benefit" to Canada, but never did.

Read More

Is executive compensation fair or flawed?
The Globe and Mail

Is executive compensation too much? Or is it too much of the wrong types of pay?

Executive compensation adviser Paul Gryglewicz joined The Globe and Mail's Janet McFarland in an online discussion about the findings of our latest survey of CEO pay. You can view the chat in the box below.

Read More

CSA provides guidance to improve compliance of disclosure requirements related to prospectus exemptions
Canadian Securities Administrators (CSA)

CALGARY, April 26, 2012 - The Canadian Securities Administrators (CSA) today published two notices aimed at improving market participant compliance with exemptions to prospectus requirements. Staff Notice 45-308 Guidance for Preparing and Filing Reports of Exempt Distribution and Multilateral Staff Notice 45-309 Guidance for Preparing and Filing an Offering Memorandum, offer guidance related to disclosure rules found under National Instrument (NI) 45-106 Prospectus and Registration Exemptions.

Read More

The JOBS Act and its Implications for Canadian and Other Non-U.S. Issuers
Carter Ledyard & Milburn LLP

The Jumpstart Our Business Startups Act, or the JOBS Act, significantly reduces regulation and the attendant cost of raising capital, conducting an IPO and related public company reporting obligations. These changes create many new opportunities for Canadian and other non-U.S. companies as well as U.S. companies. Canadian and non-U.S. companies can better access the U.S. capital markets either in an IPO or in stages and take advantage of the higher valuations and increased liquidity that come with U.S. capital market access for dually listed companies.

Read More

Changes To Thin Capitalization Rules: Concern For Us Finance And Non-Finance Companies With Canadian Subsidiaries
Cassels Brock & Blackwell LLP

An often overlooked change proposed in the Canadian federal budget of March, 2012, may have a significant impact on how Canadian subsidiaries of foreign corporations are financed. The thin capitalization rules will be changing effective January 1, 2013. Existing Canadian tax law limits the ability of a corporation resident in Canada to incur deductible interest expense on cross-border debt owing to non-residents who are, or are related to, significant shareholders.

Read More

CRA Provides Additional Insights into NPO Tax Exemption
Miller Thomson LLP

In a recent technical interpretation, the Canada Revenue Agency (CRA) addressed several questions relating to the tax exemption for non-profit organizations (NPOs) under paragraph 149(1)(l) of the Income Tax Act (Canada). Specifically, CRA addressed various circumstances involving loans and other contributions from members, and considered whether any of these circumstances would jeopardize an NPO's tax exempt status.

Read More

Speech by Director General of Charities Directorate Published Online
Miller Thomson LLP

The text of a recent address given by the Director General of the CRA Charities Directorate, Cathy Hawara, at the Canadian Bar Association National Charity Law Symposium has been published on the CRA website. Ms. Hawara addressed the changes that have been introduced in the 2011 and 2012 Budgets, and some of the steps that have been and are being taken at the Charities Directorate to implement and enforce these changes. While Ms. Hawara noted that the Directorate is still in the process of developing policies and protocols to deal with many of these provisions, her comments provide valuable insights into how the Directorate may interpret these provisions going forward.

Read More

Dealing with New Member Rights and Discipline Requirements under the CNCA and ONCA
Canadian Society of Association Executives

Over the next year, not-for-profit ("NFP") corporations will want to familiarize themselves with the new requirements under the Canada Not-for-Profit Corporations Act ("CNCA") and the Ontario Not-for-Profit Corporations Act, 2010 ("ONCA"), concerning new member rights and discipline provisions. Existing federal corporations governed by Part II of the Canada Corporations Act have until October 14, 2014 to continue under the CNCA. Ontario corporations governed by Part III of the Ontario Corporations Act will have three years from the date of proclamation (which is anticipated to occur later in 2012) to amend their constating documents to conform with the ONCA.

Read More

President's Message
Conference Update
Membership News
CSCS Survey
Request for Assistance
Contributed Article
News and Updates
Not-for-Profit News and Updates
Job Postings
Quick Links
Not a Member
Join Today
Newsletter Archives
Request for Assistance
Job Posting


Join our Mailing List


become A SPONSOR

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



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.  
Janis McKenzie (Treasurer)
Manager, Share and Financial Administration
Sun Life Financial 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 Assistant Corporate Secretary
Purolator Inc.  
Leah Fitzgerald
Associate General Counsel & Assistant Corporate Secretary
Capital Power Corporation  
Patricia Parisotto
Corporate Secretary
Discovery Capital Management Corp.  

Laurel Savoy
Senior Vice President
Canadian Stock Transfer Company Inc.


Lynn Beauregard 


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.   

Director, Governance and Corporate Strategy (Bilingual essential)
Governance Specialist
Dundee Precious Metals Inc.
Records Management Officer
Pension Office Corporation Of The Anglican Church Of Canada
Consultant, Board Services
Senior Legal Assistant
IMAX Corporation
Events & Workshops


Canadian Society of Corporate Secretaries


CSCS: 14th Annual Corporate Governance Conference

When: August 19 - 22, 2012
Where: Fairmont Hotel Vancouver, BC.


Click here to Register


For complete list of CSCS events click here

Canadian Investor Relations Institute

For complete list of CIRI's events click here


Brown Governance

For complete list of Brown Governance seminars  click here

Institute of Corporate Directors

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

For complete list of RR DONNELLEY events click here


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

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

Annual Membership Fees for the year 2012:

  • 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)

Why Join?

  • 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.
  • Membership Directory - an invaluable resource and networking tool.
  • Professional Development: Continuing education provides you with the tools to advance your career.  Enhance your skills at seminars, meetings and conferences designed to keep you informed.

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



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

Understanding Your Board of Directors

Chartered Secretaries Canada offers publications that may be of interest to CSCS Members . This is the first guide in their Practical Guides for Strategic Governance series and is now available in English for $19.95.

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