December 2012




Dear ,Lynn Beauregard - President, CSCS
If you are reading this, then the doomsday theorists must have been wrong and that's really good news because 2013 is going to be a great year for CSCS!

We are excited to be launching our Excellence in Governance awards, with its inaugural ceremony to be held at our opening dinner for our 2013 annual conference in Halifax next August. We will be offering new professional development events across the country with a broader range of topics and best practices next year. We have also created new strategic partnerships for organizations who support CSCS at our events, annual conference and other CSCS initiatives. And if you are a member of CSCS, you will continue to enjoy benefits such as:

  • Member discounts at all CSCS events
  • Our monthly eNewsletter: Governance Matters
  • Access to our Members' Only website and resources
  • Access to our compensation survey done in collaboration with the Canadian Corporate Counsel Association (CCCA)
  • Access to our Requests for Assistance Eblasts
  • Access to our job postings board online
  • Discounts on the CCH Canadian Corporate Secretaries' Guide
  • Discounts to our partner organizations' events and publications
  • Complimentary copy of Corporate Secretary Magazine

And much more... So much to look forward to in 2013!


In the meantime, I want to wish everyone a very happy and peaceful season as we wind down for the holidays. I want to thank our members for their support, our sponsors for their continued participation and interest in CSCS, and our board and volunteers for their time and energy.


On behalf of CSCS staff and our board of directors I wish you the very best of holidays and a prosperous new year, full of joy, health and happiness.


Lynn Beauregard
Canadian Society of Corporate Secretaries 


Happy Holidays from CSCS

The CSCS office will be closed for the holidays beginning Monday, December 24, and re-opening on Wednesday, January 2. 


On behalf of everyone at CSCS, have a joyous and prosperous new year!


Pamela J Smith
Director, Membership & Administration
Canadian Society of Corporate Secretaries


Behind the scenes, we have begun our planning for the 2013 conference and the inaugural Excellence in Governance Awards.


The Call for Speakers, inviting experts, practitioners and professionals in governance to submit proposals for speaking at our annual conference or one of our professional development sessions has a new extended deadline: January 08, 2013. Click here to view the guidelines and submit a proposal.


CSCS is pleased to introduce a NEW Annual Sponsorship package. This new format provides a comprehensive overview of all CSCS activities, events, networking and opportunities for the entire year. It provides for more customization and bundling to fit any budget and promotional goal with CSCS. It also introduces a new level of annual sponsor, the Strategic Partner, for organizations supporting CSCS at a certain financial threshold, to gain unique and unparalleled visibility with CSCS throughout the year.

Check out the 2013 Annual Sponsorship details here or contact us to discuss your options today.


Happy holidays!


Tina Hutchinson  

Manager, Events & Special Projects

Call for speakers and sponsors extended!

We have received some submissions for the 2013 CSCS Annual Conference & Professional Development Sessions but there were some tight timelines so we're extending the call a bit further - until Tuesday, January 8, 2013!


Click here to review Proposal Guidelines or to submit a proposal click here.

We're waiting to hear from you!


membership news
Annual membership fees are now due for 2013.
Invoices have been emailed to all current members. If you have not received your invoice, please contact the office.

If you are not currently a member and would like to become a member, please click here.



The voice of Corporate Secretaries and governance professionals in Canada 


Membership in CSCS is open to:

  1. Governance Practitioners, i.e. corporate secretaries, assistant corporate secretaries, governance officers, legal counsel

  2. Consultants

  3. Representative of a business that provides support services or products to the governance practice

  4. Individuals who wish to join for professional development reasons.

Members in good standing are entitled to all membership privileges, including the right to a single vote on any issue before the membership and to vote at all CSCS Members' meetings and to hold office as a Director of CSCS, if duly elected by the Members or appointed by the Board, in accordance with the Bylaws.

Membership is renewed annually 


Annual Membership Dues


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

  • Regular Member:      $495.00*

  • NFP and Academic Sector:   $375.00

  • Retired:   $80.00

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


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

The Discussions Continue...  

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

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


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

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

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


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




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



Best practices re: restructuring/merging sub-boards

The not-for-profit corporation's governance structure has a Board of Trustees and sub-boards (similar to advisory boards/committees) representing different industry sectors. The organization is considering merging two of the industry sector boards, where there is considerable overlap. We are trying to determine if there are any best practices we can draw on from other organizations (for profit or not-for-profit) that have gone through a similar restructure process.


To Respond:

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


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


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

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

Contact Name:
Job Title: 


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

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

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How board involvement can improve corporate strategy
Corporate Secretary: Cross Border Ltd

The days of most boards rubber-stamping what the CEO wants, staying quiescent during meetings and letting the CEO dictate strategy are fading. Boards have woken up and become more involved in setting the company's course of action, driven by a variety of factors.

Read More

Notice-and-Access Comes to Canada for 2013 Proxy Season

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

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Canadian Securities Regulator Adopt Amendments to Improve Issuer Communications with Investors
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The Canadian Securities Administrators (CSA) announced today the adoption of amendments to National Instrument 54-101 Communication with Beneficial Owners of Securities of a Reporting Issuer and National Instrument 51-102 Continuous Disclosure Obligations, which intend to improve communications between reporting issuers and their shareholders in the proxy voting process.

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CICA Criticizes Bill 470 on salary caps for Canadian registered charities
Canadian Charity Law | Blumberg Segal LLP 

The Not-for-Profit Organizations Task Force of the Risk Oversight and Governance Board of the Canadian Institute of Chartered Accountants has released a submission on Bill C-470. Here is the full submission and also below are the summary and conclusion. The moral of the story I think is that there is nothing redeeming about this flawed piece of legislation. Can someone please show me one organization that knows anything about the charitable sector who supports this nonsense.

Read More

LinkedIn connects nonprofits, board prospects
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It's the season of giving, and LinkedIn (NYSE: LNKD) is on board. Or perhaps we should say the social network for professionals is helping fill the boards-of nonprofits.

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Crack-Down on Unregistered Lobbying Continues: Clients of Consultants Should Ensure They Are Protected
The Globe and Mail

The recent investigation into unregistered lobbying by Julie Couillard1 serves as a warning, not only to consultants who communicate with government, but also to their clients.

Consultants should note the continuing effort of the federal Commissioner of Lobbying, and her office, to crack down on unregistered lobbying. Meanwhile, clients of consultants should pay better attention to whether the consultants are complying with all relevant rules, including the Lobbying Act and the Lobbyists' Code of Conduct. A client should also ensure that its contract with a consultant insulates and protects the client in the event of a breach.

Read More

2013 Proxy Voting Guidelines Issued by Glass Lewis and ISS
Davis LLP

The two largest proxy advisory firms in North America, Glass Lewis & Co. ("Glass Lewis") and Institutional Shareholder Services Inc. ("ISS") have recently released Canadian guidelines for the 2013 proxy season. The guidelines come into effect for shareholder meetings held on or after February 1, 2013.

Read More

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

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

Read More

Integrating Governance for Sustainable Success
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Successful organizations have a governance structure and culture that go beyond conformance with regulations to also support the organization's efforts to improve its performance. Good governance, therefore, involves giving appropriate attention to both conformance and performance, and is the backbone of sustainable value creation, resource utilization, and accountability of an organization.

Read More


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BOArd of directors

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


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

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To order, contact the CSCS National Office by email at

About CSCS 

The Canadian Society of Corporate Secretaries (CSCS) is the voice of Corporate Secretaries and governance professionals in Canada.  Its members deal with disclosure and matters affecting corporate governance, including the structure and meetings of the board of directors and its committees, the proxy process and annual meetings.  As such, CSCS strives to provide valuable and timely information on recent changes and developments which affect our members, via our website ( and our monthly e-newsletter.  
Our members include professionals with titles such as Corporate Secretary, Manager Corporate Governance, General Counsel, Chief Compliance Officer, VP Regulatory Affairs, Associate Corporate Secretary, and Board Administrator. 


Mission Statement

The promotion and advancement of effective governance and corporate secretarial practice in organizations in the private, public, not-for-profit and other sectors through the continued development and application of governance and corporate secretaryship best practices.

This e-bulletin is issued monthly to all CSCS members.  Non-members may also subscribe and receive the newsletter without access to member-only content. 
If you have comments or wish to contribute material to this newsletter, please e-mail us at