THE NEWSLETTER  FOR THE CANADIAN SOCIETY OF CORPORATE SECRETARIES  
OCTOBER 2014

president's Message 

Dear ,

 

Professional Development with CSCS

 

Make CSCS your go-to source for your professional development and continuing education needs!

It's not too late to get a few more credits hours under your belt before the end of the year. Aside from our annual conference, which takes place very August, CSCS also offers full-day and half-day sessions throughout the year. These take a deeper dive and provide practical and hands on training and insight into the issues you face in your profession.

Here are some of the courses we have coming up between now and the end of 2014:

  • Governance Essentials for the Corporate Secretary: Two-Day Seminar 
    Toronto -
    03 Nov 2014  | Live Webcast

    This two-day seminar is a great way to get up to speed or to expand your corporate secretariat skill set. It will examine the responsibilities, roles and accountabilities of the corporate secretary's position, explore best practices and provide practical solutions to current governance challenges. This session will be of great benefit to you if you are new to the profession or provide a great a refresher and updates to someone already responsible for governance processes and/or compliance processes in your organization. Read More!
     

  • Vancouver Corporate Governance Exchange
    Vancouver - 20 Nov 2014

    Join the leading industry experts and a community of senior-level in-house governance professionals, to discuss the most important issues affecting public issuer company directors and executives. This highly interactive program brings together board directors, corporate secretaries, general counsel, institutional investors and highly respected corporate advisors, for a half-day of discussions, networking and peer exchange. Read More!
     

  • The Board's Emerging Oversight Role in Corporate Sustainability and Corporate Social Responsibility
    Vancouver - 27 Nov 2014  | Calgary  - 28 Nov 2014

    This session will provide an overview of corporate social responsibility and sustainability and the emerging board oversight role in corporate non-financial performance. As social and environmental factors become increasingly material to shareholder value, good governance evolves to address the board's sustainability mandate. Learn about this emerging trend. Sustainability thought leader and governance specialist, Coro Strandberg will discuss the drivers and trends of CSR governance and will share emerging best practices in the Canadian context. Read More!
     

  • CSCS Excellence in Governance Awards Winners Roundtable
    Toronto - 04 Dec 2014 10:00

    CSCS will be holding a special event to celebrate and hear from our 2014 EG award winners. This roundtable session will  include discussions of best practices in each of the categories, which will be moderated by the EG Awards' judges. Read More!
     

  • The Board's Must Win: CEO Succession Planning
    Vancouver - December 8, 2014 | Calgary  - December 8, 2014

    Effective CEO succession planning is critical to the successful life of the organization and one of the board's most important undertakings. This session will provide an overview of why this responsibility is important to how boards can improve their overall succession preparedness. Read More!

Be sure to read more about these sessions and how you can register today!

 

If you are interested in suggesting topics for future CSCS education sessions, or in participating in our 2015 professional development sessions or our annual conference as a speaker or sponsor, we invite you to respond to our call for speakers. Get your suggestions in before December 15th and they will be reviewed by the CSCS staff and conference committee. For the complete details on the call for speakers and on information for submitting your proposal, visit:  Call for speakers .

 

Be sure to check your CSCS emails to find out more about how to enter and nominate your organization!

  
Lynn Beauregard
President 


CONFERENCE UPDATE

MARK YOU CALENDAR For the 17th Annual Corporate Governance Conference!

Preparations for the 2015 conference are already under way! MARK YOUR CALENDAR for August 16 - 19, 2015 in Montreal, QC at the Fairmont Queen Elizabeth. We are looking forward to seeing you in Montreal!

If you are looking to be more involved with the conference, specifically the programming and content, or with our series of professional development sessions for 2015, we are have just launched a 2015 Call for Presenters and Presentations.

 
We want to hear from our members, partners and past conference attendees regarding speaker suggestions and topic submissions. Get your suggestions in before December 15th and they will be reviewed by the CSCS staff and conference committee.

For the complete details on the call for speakers and on information for submitting your proposal, visit: Call for Speakers.

 

Tina Hutchinson  

Manager, Events & Special Projects 

MEMBERSHIP NEWS
Renew Your Membership for 2015

Attention: CSCS members with a personal renewal date (PRD) of January 1st:

 

It's time to renew your membership for the 2015 year. In an effort to save postage, time and materials, paper invoices will NOT be mailed.

The annual invoice for general membership fees can be accessed on the CSCS website in the Members Only section and payments can be made on-line.

Invoices are due and payable as of the member's PRD, but members have 60 days to pay before being removed from the membership roster for non-payment, in accordance with article 3.3 of the Bylaws. If membership dues are not received within 60 days of the member's PRD, the membership will be automatically terminated.

Members who remain in default for 60 days after the date of their PRD, will be subject to automatic termination.

How do I Renew My Membership?
The fastest and most convenient way to renew your membership is online, through the CSCS member portal. It also allows you to update your member profile including contact information.

How do I Discontinue My Membership?
Members who do not wish to maintain membership with CSCS are advised to resign prior to the January 1, 2015 deadline. This can be done by contacting CSCS by mail or e-mail. Members who neither resign nor renew their membership will be removed from the member register on March 1, 2015 and will be liable for the 2015 member fees.

Click here  to complete your membership renewal.

If you should have trouble while completing your online membership renewal or if you have any questions, please don't hesitate to contact our office at 416-921-5449 or 1-800-774-2850 Monday-Friday - 10:00am - 4:00pm EDT

You can also e-mail our Director of Membership and Administration, Pamela Smith, at pamela.smith@cscs.org  or our general address at info@cscs.org.
 

Not a CSCS Member?
JOIN CSCS 

The voice of corporate secretaries and governance professionals in Canada 

  

Membership in CSCS is open to:

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

  2. Consultants

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

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

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

Membership is renewed annually 

   

Annual Membership Dues

 

The 2014 membership fees, in Canadian dollars, are as follows (plus applicable taxes):

  • Regular Member: $495.00 

  • NFP and Academic Sector:   $375.00

  • Retired: $80.00

Visit our website - www.cscs.org - to learn more about CSCS membership and membership benefits.

REQUEST FOR ASSISTANCE

 

Do you have a question you need an answer to? Looking for best practices? Our Request for Assistance service is an easy way to receive information from your peers. Below are some recent requests. Your response will be appreciated.

 

Robert's Rules - Anyone have a high-level summary?

Our not-for-profit organization is interested in sourcing a brief, high-level Robert's Rules summary to provide to our board as part of their governance education for the first board meeting of the year. This information would assist in onboarding our new directors, and would be a good refresher for our veteran directors. Something along the lines of "here's the top 10 things you need to educate yourself on with respect to board meeting process and protocols" would be ideal. Any suggestions you can make would be appreciated.

Email Communication Protocols (Privacy)

We are a non-profit organization and are reviewing our protocols around email communications to our Boards and Committees. We are seeking input on how you communicate via email to your boards/committees while respecting privacy issues. For example, we have a recommendation to BCC: the distribution lists to respect the privacy (email addresses). We are hoping to gather some input from other organizations on their practices.

To Respond:

Please submit your response by going to CSCS Forum.

 

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

 

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

NEWS AND UPDATES
Gender Diversity and Board Renewal: New Canadian Disclosure Rules for the 2015 Proxy Season
Torys LLP

Securities regulators in Ontario, Quebec and a number of other jurisdictions (excluding Alberta and British Columbia) have adopted new disclosure requirements for Canadian issuers relating to (i) gender diversity on boards of directors and in executive officer positions and (ii) board renewal mechanisms, such as director term limits.1 The new rules are meant to increase transparency for investors and other stakeholders about these matters but importantly do not mandate the adoption of formal diversity policies or targets. The rules will be effective as of December 31, 2014, in time for the 2015 proxy season for Canadian issuers with calendar year ends. Venture issuers are excepted.

Read More

Term Limits For Directors
Hansell LLP

Should there be a limit on the number of years an individual may serve on a board? Governance committees should put the issue of "term limits" on their meeting agenda.

Read More

New Cooperative Capital Markets Regulator: How It Works (And Some Unresolved Issues)
Blake, Cassels & Graydon LLP

On September 8, 2014, the Canadian government and the British Columbia, Ontario, Saskatchewan and New Brunswick governments entered into a memorandum of agreement (Agreement) formalizing the terms and conditions of the cooperative capital markets regulatory system (Cooperative System). For more information on this please see our September 2014 Blakes Bulletin: Cooperative Capital Markets Regulatory System Agreement and Draft Legislation Released. Consultation drafts of the uniform provincial capital markets legislation (Provincial Capital Markets Act (PCMA)) and complementary federal legislation (Capital Markets Stability Act (CMSA)) that are proposed for enactment were also released for public comment (Consultation Drafts).

Read More

Canadian Securities Regulators Broaden Disclosure Requirements as of December 31, 2014
CBDC

As expected the Ontario Securities Commission (OSC) published the much anticipated Final Rules this morning. This announcement by securities regulatory authorities in Manitoba, New Brunswick, Newfoundland and Labrador, Northwest Territories, Nova Scotia, Nunavut, Ontario, Qu´┐Żbec and Saskatchewan, will come into effect December 31, 2014, in time for the 2015 proxy season.

Read More

Top Five Governance & Compliance Hot Topics For General Counsel
JD Supra, LLC

Increasingly, companies are being confronted with shareholders seeking to exercise power and influence over business activities. The term "activism" has become a buzzword to refer to shareholders seeking to make operational, governance, and structural changes in the companies in which they own a stake. Activists sometimes seek to influence other shareholders to rally behind their cause. Activists may seek to add or replace board directors, drive spin-offs, mergers or acquisitions, spur the payment of dividends and buybacks, affect executive compensation, reallocate capital, or influence operational and strategic direction.

Read More

Activism: An Overview from the Company Perspective
JD Supra, LLC

Increasingly, companies are being confronted with shareholders seeking to exercise power and influence over business activities. The term "activism" has become a buzzword to refer to shareholders seeking to make operational, governance, and structural changes in the companies in which they own a stake. Activists sometimes seek to influence other shareholders to rally behind their cause. Activists may seek to add or replace board directors, drive spin-offs, mergers or acquisitions, spur the payment of dividends and buybacks, affect executive compensation, reallocate capital, or influence operational and strategic direction.

Read More

Companies Can't Afford Not to Have Women on Boards
Bloomberg L.P.

Over the last 50 years, women have made great strides in the classroom, the labor force and the income tables. There is one place progress has been slow, however: in corporate boardrooms. This is not only unfair but also uneconomical -- and it's all visible in a single c

Read More

The executive's guide to working with boards
Listed Magazine

Being invited to present to the board of directors-or to work with the board on an ongoing basis-is often viewed as a hallmark of an executive career. It also has significant implications for anyone with their eye on the corner office. Boards make judgments about executives' capabilities on the basis of their presentations in board and committee meetings. Yet most executives receive almost no training and little guidance about what boards are actually looking for. Here are some key points that can make all the difference.

Read More

Insiders dish on deadwood directors
Listed Magazine

Board composition is one of the most critical issues for companies and their shareholders today. This top-10 list of recommended practices-backed by candid commentary-is based on 40 recent director and executive interviews and ongoing advice and assessment provided to activist investors and boards.

Read More

Bill 10: Quebec government tables major overhaul of the health and social services network
Norton Rose Fulbright

On September 25, 2014, the Government of Quebec tabled Bill 10, An Act to modify the organization and governance of the health and social services network, in particular by abolishing the regional agencies (the Bill). This Bill reduces the number of administrative levels in the health network (the network), particularly the number of officers and boards of directors. It also centralizes certain powers related to the organization and governance of health institutions with the minister of health and social services (the minister).

Read More



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Board of Directors

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

 
Misti Christensen
(Governance Officer)
Manager Governance and Assistant Secretary
Nexen Energy ULC
Calgary, AB
 
Madeleine G. Bertrand    (Secretary)
Director, Corporate Affairs and ATIP Coordinator
Royal Canadian Mint
Ottawa, ON
 
Janis McKenzie  
(Treasurer)
Manager, Share and Financial Administration
Sun Life Financial Inc.
Toronto, ON
 
Mary D. Batoff 
General Counsel & Corporate Secretary
Torex Gold Resources Inc.
Toronto, ON
 
Margaret (Meg) Comiskey 
Manager, Policy and Research and Assistant Corporate Secretary
Vancouver Airport Authority
Vancouver, BC
 
Leah M. Fitzgerald
Ethics and Compliance Officer
Enbridge Pipelines Inc.
Edmonton, AB
 
Laurel Savoy  
President & CEO
CST Trust Company
Toronto, ON
 
Lynn Beauregard  
(President)  
Canadian Society of Corporate Secretaries
Toronto, ON
 
Job Postings
Do you have a career opportunity that you would like to share with our readers?  Click here for more details
 
Recent Job Postings:-

Executive Assistant, Project Management Office (CST)
Vancouver Coastal Health
 
Governance Secretary
Canada's Oil Sands Innovation Alliance
 
Management Services and Board Liaison Officer
Canadian Tourism Commission

Please login to www.cscs.org to view all the Job Postings. 
Events & workshops

 

CANADIAN SOCIETY OF CORPORATE SECRETARIES

 
The Board's Must Win: CEO Succession Planning
Vancouver: December 8, 2014
Calgary: December 9, 2014
 
Governance Essentials for the Corporate Secretary: Two-Day Seminar
Toronto: November 3-4, 2014
Available as webcast
 
Vancouver Corporate Governance Exchange
Vancouver: November 20, 2014
 
The Board's Emerging Oversight Role in Corporate Sustainability and Corporate Social Responsibility
Vancouver: November 27, 2014
Calgary: November 28, 2014
For complete list of CSCS events click here
 
RR DONNELLEY

For complete list of RR DONNELLEY events click here

 
CHARTERED SECRETARIES CANADA
 
For complete list of ICSA events click here
 
CANADIAN INVESTOR RELATIONS INSTITUTE (CIRI)
 
For complete list of CIRI events click here
 
 
Publications

 

Canadian Corporate Secretary's Guide


This guide gives you the exact information you need to carry out your duties and responsibilities as a corporate secretary or administrator. Comprehensive in scope, it provides information that takes the corporate secretary from incorporation and initial organization through to day-to-day corporate administration, including corporate governance, business reorganizations, and acquisitions.

Subscriptions include: a monthly newsletter, the Corporate Brief, that explains changes to relevant law, summarizes recent cases, and provides an in-depth article examining a current topic of interest to corporate lawyers and corporate secretaries: the corporate News Tracker, which keeps you up-to-date on the status of legislative changes (available only to online subscribers); a table of concordance for corporate legislation and charts of corporate penalties and statutory liabilities; in-depth commentary on key corporate secretarial topics. Precedents provided include Board resolutions, shareholder consents, checklists regarding agreements, due diligence tables, and much, much more! 

 

CCH Canadian is pleased to offer CSCS members a 30% discount when ordered through CSCS.

 

Subscriptions include Corporate Brief, a monthly newsletter containing feature articles, digests of recent cases, and updates to legislation. 

 

For more information or to order, contact CSCS by email at info@cscs.org


About CSCS 

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

 

Mission Statement

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

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