THE NEWSLETTER FOR THE CANADIAN SOCIETY OF CORPORATE SECRETARIES
MAY 2015
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| Dear ,
 HERE ARE THE TOP 10 REASONS TO ATTEND the 17th Annual CSCS Conference on Corporate Governance (August 16th to 19th at the Fairmont Queen Elizabeth Hotel in Montreal)!!
- Keynote speakers: Andrew Fastow, (Former Chief Financial Officer, Enron Corporation), David Beatty (Rotman School of Management), Peter Dey (Paradigm Capital Inc.), Yvan Allaire (Institute for Governance of Private and Public Organizations (IGOPP); just to name a few!!
- The third annual Excellence in Governance Awards dinner and ceremony, featuring a keynote address by Jean Charest (McCarthy T?trault LLP, former leader of the Qu?bec Liberal Party)
- Hear from a top-notch cast of over 50 speakers featuring high profile industry leaders and experts, governance practitioners and academics providing the most significant governance updates and best practices.
- Gain insight on governance, risk management, board management strategies, cybersecurity, board succession, diversity, anti-corruption compliance, D&O insurance best practices, shareholder engagement, and more!
- Hard-hitting plenary sessions such as the Excellence in Governance Judges panel, the unveiling of the 2015 CSCS-Hay Group Best Practices Survey on Corporate Governance, and a panel discussion on the evolving role of the Corporate Secretary and Governance professional in Canada.
- Tailor your own learning with a streamed program agenda and interactive roundtable discussionsaddressing the top issues, best practices and key challenges in governance across all sectors and industries in Canada.
- Enjoy unparalleled networking opportunities with your fellow attendees including our opening dinner, reception and awards Ceremony, our breakfasts and lunches with our sponsors and exhibitors, and our fun and casual closing dinner featuring a themed folk Quebec evening of food and entertainment.
- Meet and interact with key industry product and service providers - no other event in Canada gathers such a complete cast of solutions, products and services that cater and support the role of governance professionals and their organizations.
- CSCS' annual meeting of members - receive the report of the board of directors, receive the our financial statements for the year and the public accountant's reports on those statements, appoint our public accountant for this financial year and elect your board of directors of CSCS.
- Take part in the pre-conference tour program, with great options for you and for your family to choose from.
ONE MORE REASON: Experience Montreal!...since we're on the 'top tens', here are 10 fun facts about Montreal:
- Montreal is the second largest French speaking city in the world, after Paris. However, most Montrealers - especially in downtown - are bilingual.
- Montreal has the highest number of restaurants per Capita in Canada and the second in North America after New York.
- Montreal is the first North American city to have been designated UNESCO City of Design by the Global Alliance for Cultural Diversity in 2006.
- Montreal is built around Mont Royal, from where the city received its name. Mont Royal Park located on the mountain, was designed by Frederick Law Olmsted, the same person who designed New York City's Central Park.
- Montreal has an Underground City, which is a series of interconnected tunnels beneath the city that run for over 32km. The tunnels connect shopping malls, over 2000 stores, 7 metro stations, universities, banks, offices, museums, restaurants and so on.
- Montreal is North America's number one host city for international events. It has a very vibrant scene with the Montreal International Jazz Festival, the Just For Laughs Festival, the International Fireworks Festival, Les FrancoFolies de Montr?al, the Montreal Beer Festival, the Montreal Reggae Festival, the International Film Festival on Art, International Festival of Circus Arts, Divers/Cit? Gay and Lesbian Pride, Blue Metropolis International Literary Festival, the Montreal Grand Prix and many, many more.
- Montreal has the second largest Amusement Park in Canada with its 146 acres and is located on the eastern tip of St. Helen's Island.
- Every year, Montreal hosts more than 18,000 foreign students from more than 150 countries and in 2013 it has been ranked the number 1 destination for tertiary studies. There are 11 university level institutions in Montreal, including the 4 world-class universities: Mc Gill University, Concordia University, University of Montreal and UQAM. Montreal has the cheapest Tuition in Canada.
- Did you know that John Lennon's song Give Peace a Chance was written in Montreal during his 'bed-in' at the Queen Elizabeth Hotel on June 1st 1969? The hotel gained its international recognition when John Lennon, who had been refused entry in the USA, conducted his bed-in in Room 1742 and wrote Give Peace a Chance there. This song would later become an anthem of the American anti-war movement.
- More than 85% of the world's maple syrup comes from Quebec and items such as maple cookies, maple butter, maple candy, maple marinades among others are Montreal's specialties.
Don't miss the most comprehensive governance conference in Canada and a chance to spend quality time in Montreal! For full program details and to register, click here! Our Early-bird registration ENDS JUNE 14th so register NOW!
Lynn Beauregard
President |
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Register for the CSCS 2015 Conference!
The 17th Annual Corporate Governance Conference is shaping up to be the "must attend" event for governance professionals. As featured above in the President's message, the line-up of keynote speakers and industry professionals presenting the most relevant, current issues and trends in the corporate governance landscape is truly amazing. For the conference agenda, click here. Don't delay - Register today! Get involved with CSCS
Get more involved with the governance community year-round and gain better access and visibility for your organization's brand and services with CSCS members. Capitalize on our networking opportunities, gain valuable face-to-face time with the governance professional community and access the influencers and decision makers in your market. Become a CSCS sponsor or partner today! Check out the complete Annual Sponsorship and Partnership Package here. |
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| CSCS - Joyce Borden-Reed Distinguished Contribution Award |
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The CSCS Board of Directors invites nominations for the 2015 Joyce Borden-Reed Distinguished Contribution Award
The Joyce Borden-Reed Distinguished Contribution Award recognizes individuals who have made significant contributions to CSCS over a period of years. Named after one of the founding board members of CSCS, it aims to identify those who have directly advanced the interests of CSCS and furthered the organization's place in the Canadian governance community. Any past or present members who have rendered unusual or exceptional service, or service consistently rendered over a period of years, that has directly furthered CSCS' goals in a significant manner may be considered. Sitting members of the current CSCS Board of Directors are not eligible. Criteria: Award recipients will have demonstrated exemplarily leadership and have:
- contributed to CSCS in a number of capacities over ten years of service, or more
- have generously given their time and efforts to promote the ideals of CSCS
- have worked diligently to raises the profile of CSCS in the governance community and
- have made a substantial contribution to the profession through one of more of the following:
- regular and sustained service through the holding of various offices and positions within the CSCS organization
- leadership and initiative in advancing best practices in governance
- dedicated significant time to mentoring aspiring or early-career corporate secretaries
- promoting the vision and bolstering the positive reputation of the role of the corporate secretary/governance professional within their workplace
- understanding and articulating the goals of the organization
- professional/career achievements including, but not limited to, speaker/author experience, professional designations, awards and other areas of recognition, etc.
- involvement in corporate secretarial and governance profession, but not limited to, CSCS board of directors, chapter board, committee or other chapter involvement and/or other industry involvement
- volunteerism/community service
The Judging Process: The CSCS board of directors, all highly experienced in corporate secretarial and governance fields, will judge the entries for this Award. To allow our directors to assess nominations fairly and objectively, all nominations are judged on the same criteria. Nominators are asked to submit biographical information of the nominee and a general statement in support of the nomination, plus specific examples or evidence of achievement and/or how the nominee has met the criteria for the Award The judges will be looking for demonstrable and qualitative results. All nominations are due by June 9, 2015. The nominations should be sent to Pamela Smith by email ([email protected]) or fax (416-967-6320). Presentation Ceremonies: The announcement and Presentation of the 2015 winner of the Award shall be made at the 3rd Annual CSCS Excellence in Governance Awards Dinner and Ceremony on Sunday, August 16th at the Fairmont Queen Elizabeth in Montreal, Quebec. |
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| The voice of corporate secretaries and governance professionals in Canada |
| Membership in CSCS is open to:
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Governance practitioners, i.e. corporate secretaries, assistant corporate secretaries, governance officers, legal counsel
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Consultants
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Representatives of a business that provides support services or products to the governance practice
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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):
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| Visit our website - www.cscs.org - to learn more about CSCS membership and membership benefits. |
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.
Board Committee Composition
Is it normal for a subsidiary company Board member to be a member of a Board Committee of its holding company? Can a non-Board member be a member of Board Committees? How the Committees of a Board will be constituted, if the articles or by-laws of a company is silent. Is there a statutory provision to support Board Committee composition.
Share ownership model
A medium sized employee owned company is in the midst of re-evaluating their share ownership model. Does anyone have a sample of a criteria document to enter into principals groups for specific share ownership levels? Eg., Associates, Principals, Senior Principals and any restrictive covenants assigned to the specific groups?
Board of directors travel
Specifically, do they pay for business class travel, and if so, is this expense unrestricted or restricted? For example, business class is limited to long flight (> 5 hours) or for international only?
My questions are:
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What is your policy on the allowable class of airfare for directors travelling to domestic board meetings? Is it business class or economy?
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Is your policy different for international travel to board meetings, or for longer flights that 5 hours?
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Do your directors tend to seek any and all eligible reimbursements to which they are entitled under your policy?
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.
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UPCOMING CSCS Professional Development SESSIONS
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| Governance Essentials for the Corporate Secretary: Two-Day Seminar |
| Toronto: November 3-4, 2015 |
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| The Year the Shareholders Spoke Up: A 2015 AGM Wrap Up |
| Toronto: June 23, 2015 | Calgary: June 25 , 2015 | Vancouver: June 26, 2015 |
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2015's AGM season proved to be a milestone year, with Canada's shareholders voicing their views on governance, executive compensation and individual directors than ever before. Well known organizations such as, Barrick, Yamana Gold and CIBC, to name a few -faced the largest degree of scrutiny from shareholders each receiving a NO in regards to the Say on Pay advisory vote. In addition to these impactful say on pay votes, shareholders also voiced their dissatisfaction by withholding support for a number of Directors.
Join us for an interactive panel discussion among three of Canada's leading perspectives on governance and executive compensation design, proxy solicitation and institutional voting, as these leaders discuss this year's AGM game changers. The discussion will explore the cause and effect of
- Effective proactive shareholder engagement;
- Navigate favourable say on pay outcomes; and
- Address director vote concerns
The panel discussion will be led by: Paul Gryglewicz, Senior Partner Global Governance Advisors, David Salmon, Senior Vice President, Laurel Hill Advisory Group, Paul Schneider, Head of Corporate Governance, Public Equities, OTPP |
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416-921-5449 / 1-800-774-285 |
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Call for interviews - Director Recruitment Research Project
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The Canadian Society of Corporate Secretaries is partnering with
Beverly Behan, author of Great Companies Deserve Great Boards (Palgrave MacMillan 2011), on an important piece of North American governance research focused on the current "state of play" of director recruitment in the United States and Canada - what's working well, what's frustrating people, what are some new ideas and solid best practices in this area.
We are unaware of any other research of this nature currently underway in either United States or Canada and believe it will become an invaluable and timely addition to North American governance landscape. This study and results will be shared at our National Conference in August, 2015 in Montreal (August 16th - 19th). For more information
click here
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Special Report: Conference Board of Canada White Paper on Board and Director Evaluations
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From internationally renowned expert on board and director evaluations Beverly Behan, Board and Director Evaluations in the 21st Century offers insight and practical advice on how to redesign board and director evaluations to make them more engaging, constructive, and impactful. When well designed and effectively implemented, board and director evaluations can have a significant and positive impact on how boards function and the quality of the decision-making process. Boards are already replacing the increasingly outdated formats adopted in the early 2000s with new approaches that can be used as constructive performance management tools. Find out how to design and implement board and director evaluations that will help your organization ensure full engagement and performance.
At a Glance
- Board and director assessments are conducted in almost all Canadian boardrooms, but the initial practices many boards adopted are becoming outdated. Many directors want to derive more value from the evaluations and there is increasing pressure from regulators, shareholders, and management for more credible and authentic processes for board and director performance management.
- There are several components to consider in designing a board evaluation: objectives, methodology, debriefing process, and development of an action plan to implement steps derived from the evaluation process that would further enhance the board's effectiveness.
- Boards that have not yet implemented a chair evaluation would do well to incorporate at least some questions about the chair's effectiveness into their board evaluation.
- When well-designed and effectively implemented, board and director evaluations can have a significant and positive impact on how the board functions and even on the quality of decisions it makes.
As a special offer to CSCS members, Bev Behan has made a small number of the report available at NO COST. Once Bev's small stock is exhausted, you can still purchase the article for $75.00 from the Conference Board through this link: http://www.conferenceboard.ca/e-library/abstract.aspx?did=7073. If you are interested, email Bev at [email protected] immediately to get your free copy!
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| CSA'S light touch proxy advisory firm proposal may disappoint issuers |
Blake, Cassels & Graydon LLP
To address market participants' concerns about services provided by proxy advisory firms, the Canadian Securities Administrators (CSA) have published for comment proposed National Policy 25-201 Guidance for Proxy Advisory Firms (Proposed Policy). The purpose of the Proposed Policy is to set out recommended practices for proxy advisory firms in relation to the services they provide to their clients and their activities. |
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| How boards can get ahead of cybersecurity risk |
EY
Even the best-run companies will face a crisis. In today's technology-driven environment, that crisis will likely be a cyber attack.
Whether the situation has a severe impact on a company often depends on the board's preparedness. Smart boards know that the best offense is a strong defense. An organization's value and reputation can hinge on how well it responds to an unforeseen event. |
| Read More |
| OSC Staff Consultation Paper 15-401 - Proposed Framework for an OSC Whistleblower Program |
Ontario Securities Commission
The OSC is considering introducing a Whistleblower Program to encourage individuals with knowledge of possible breaches of Ontario securities law to report this information to the OSC. A Whistleblower Program is one of a number of initiatives by the Enforcement Branch aimed at resolving enforcement matters more quickly and effectively, including no-contest settlements, a clarified process for self-reporting and enhanced public disclosure of credit granted for cooperation. The purpose of this consultation paper is to seek feedback from investors, issuers, advisors, other market participants and potential whistleblowers on the OSC Whistleblower Program being considered. |
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| The Role of the Chairman |
Minden Gross LLP
Every corporation is operated differently and it may take on a life of its own. However, there are several factors that every corporation have in common, such as the fact that every corporation must have officers, directors, shareholders or members and a chairman for the meetings of its shareholders/members and directors. Corporations must continue to take positive action to comply with corporate governance in order to remain legally compliant. |
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| Bill 24 - The New British Columbia Societies Act |
Lawson Lundell LLP
The new Societies Act is intended to provide greater flexibility to the internal governance of not-for-profit organizations, while enhancing accountability measures among charities and publicly funded societies. Some of the many proposed changes include implementing new corporate governance procedures, as well as distinguishing between publicly funded societies and member-funded societies (being those societies funded primarily by its members to carry on activities for the benefit of its members). |
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| Changes To The Venture Issuer Regime Effective June 30, 2015 |
Stewart McKelvey
In order to streamline the continuous disclosure obligations of venture issuers, the Canadian Securities Administrators ("CSA") are implementing amendments to the national instruments and companion policies listed below, that will come into force across Canada on June 30, 2015, subject to necessary provincial ministerial approvals. |
| Read More |
| Canadian Securities Administrators Adopt National Policy 25-201 Guidance for Proxy Advisory Firms |
The Canadian Securities Administrators (CSA) adopted National Policy 25-201Guidance for Proxy Advisory Firms. The Policy may be viewed on the websites of CSA members, including the Alberta Securities Commission and the Ontario Securities Commission.
The purpose of the Policy is to address concerns of market participants about services provided by proxy advisory firms by providing non-mandatory guidance on recommended practices and disclosure for proxy advisory firms on conflicts of interest, transparency, development of proxy voting guidelines and communications with the public. The Policy intends to assist all firms that provide "proxy advisory services", which include any of the following: (i) analyzing the matters put to a vote at a shareholders' meeting; (ii) making vote recommendations; and (iii) developing proxy voting guidelines. |
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| "Say-on-pay": back in the spotlight this proxy season |
Stikeman Elliott LLP
If you've been reading the business news lately it's hard to miss the renewed focus on the "say-on-pay" resolution at annual corporate meetings in Canada. These advisory resolutions, which ask shareholders to support their company's executive compensation policies and practices first started to appear in Canada in 2010, when the major Canadian banks introduced them. As of late last year, over 140 Canadian companies held say-on-pay votes, including over 75% of the companies on the S&P/TSX 60 Index. In contrast to 2014, when no Canadian company failed to receive approval of its executive compensation resolution, there have already been a number of well publicized "no" votes in 2015, which is why say-on-pay is again all over the business pages. |
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| A guide to change-in-control arrangements |
Norton Rose Fulbright LLP
Conducting thorough due diligence with respect to a target company's compensation plans, employment agreements, employee benefit plans and employee policies is an integral component in evaluating a potential merger or acquisition. For an acquiror, another significant piece of the overall picture with respect to compensation, however, is the impact of a merger or acquisition on executive compensation and the payments and benefits to be provided to executives upon a change-in-control. Below is a brief summary of what constitutes a change-in-control event and some of the benefits that executives typically receive upon a change-in-control. |
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| CANADIAN SOCIETY OF CORPORATE SECRETARIES |
| The Year the Shareholders Spoke Up: A 2015 AGM Wrap Up |
Toronto: June 23, 2015
Calgary: June 25 , 2015
Vancouver: June 26, 2015 |
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Governance Essentials for the Corporate Secretary: Two-Day Seminar
Toronto: November 3-4, 2015 |
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| For complete list of CSCS events click here |
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| CHARTERED SECRETARIES CANADA |
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| For complete list of ICSA events click here |
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| 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.
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| 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! |
| Do you have a career opportunity that you would like to share with our readers? Click here for more details |
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| Recent Job Postings:- |
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Assistant Corporate Secretary
Canadian Payments Association |
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Corporate Secretarial
Lucara Diamond Corp |
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Executive Assistant, Project Management Office (CST)
Vancouver Coastal Health |
Please login to www.cscs.org to view all the Job Postings. |
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(Chairman of the Board)
Senior Legal Counsel and Deputy Corporate Secretary
CGI Group Inc.
Montreal, QC |
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Misti Christensen
(Governance Officer)
Manager Governance and Assistant Secretary
Nexen Energy ULC
Calgary, AB |
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Madeleine G. Bertrand (Secretary)
Director, Corporate Affairs and ATIP Coordinator
Royal Canadian Mint
Ottawa, ON |
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Janis McKenzie
(Treasurer)
Toronto, ON |
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Mary D. Batoff
General Counsel & Corporate Secretary
Torex Gold Resources Inc.
Toronto, ON |
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Margaret (Meg) Comiskey
Manager, Policy and Research and Assistant Corporate Secretary
Vancouver Airport Authority
Richmond, BC |
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Leah M. Fitzgerald
Ethics and Compliance Officer
Enbridge Pipelines Inc.
Edmonton, AB |
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Laurel Savoy
President & CEO
CST Trust Company
Toronto, ON |
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Lynn Beauregard
(President)
Canadian Society of Corporate Secretaries
Toronto, ON |
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| Canadian Corporate Secretary's Guide
Wolters Kluwer's Legal & Regulatory division has sold its Legal publishing assets in Canada to LexisNexis. The Canadian Corporate Secretary's Guide is part of that portfolio.
CSCS is currently negotiating with LexisNexis to continue both the various publications agreements and the relationship we had had with Wolters Kluwer for more than 20 years. |
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| 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. |
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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
[email protected]
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