president's Message 

Dear ,


lynn image

Nominations for the 4th annual Excellence in Governance Awards (EG Awards) open tomorrow March 1st!

This is your chance to be recognized for your organization's successes in governance, or to nominate another organization.

The deadline for nominations is May 31, 2016 and the shortlist of finalists will be announced in early July. The winners of the EG Awards will be announced and celebrated at a dinner and awards ceremony on the evening of November 15th at the Arcadian Court in downtown Toronto. For more information on the awards, the categories, criteria and judges, click here. To learn more about last year's winners and the reasons why the judges chose these organizations, download the 2015 Judges' Report.

Reminder: CSCS - Hay Group 2016 Corporate Governance Best Practices Survey launch
For the fourth year in a row, CSCS has teamed up with global management consulting firm Hay Group to conduct a comprehensive survey on corporate governance practices in the Canadian market. This survey assists both the Hay Group and CSCS in obtaining valuable insight into the current corporate governance landscape in Canada.

Our '2016 Corporate Governance Practices Survey Report' will analyze corporate governance practices, trends and issues across Canada and the results will be presented at the annual conference in August. This survey also assists in creating a short-list of companies for each of the categories in the CSCS 'Excellence in Governance Awards'. If you are the Corporate Secretary or you are involved in managing the governance responsibilities for your organization, watch your inbox the to take part in this important survey! To participate in the survey and have an opportunity to be recognized for your best practices and nominated by Hay Group click here.



Lynn Beauregard

Conference and sponsorship update

Registration: Save the date for early-EARLY-bird!


Conference registration is scheduled to launch next week! We hope you are planning to join us in Whistler, BC August 21 - 24 for our most prestigious conference to date.

This year we will be offering our usual three stages to registration:
1. Early-EARLY-bird (March 7 - April 15); conference fees start at $1,195
2. Early-bird (April 16 - June 10); conference fees start at $1,265
3. Regular (June 11 onward); conference fees start at $1,440

BONUS! Register at the early-EARLY-bird rate and receive a complimentary copy of The Handbook of Board Governance: A Comprehensive Guide for Public, Private and Not for Profit Board Members .
Value: $75.00 USD.

The Handbook of Board Governance provides comprehensive, expert-led coverage of all aspects of corporate governance for public, nonprofit, and private boards. Written by collaboration among subject matter experts (editor: Richard Leblanc), this book combines academic rigor and practitioner experience to provide thorough guidance and deep insight.

Keep an eye on your inbox to save on conference registration with the early-EARLY-bird offer and to receive your bonus book!

For the complete conference details, visit


Tina Hutchinson

Director, Conference & Sponsorship

Call for Sponsors
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 CSCS 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 2016 Annual Sponsorship package, click here.

Tina Hutchinson
Director, Conference & Sponsorship
Professional development
Meetings, Minutes and Running Effective Board Meetings

Meetings, Minutes and Running Effective Board Meetings outlines statutory and common law rules in relation to meetings of directors, members, managed investment schemes, class meetings and meetings of creditors. This workshop provides guidance on good governance practices for the notice, planning and conduct of meetings and examines legal and regulatory requirements for procedures in relation to minutes and resolutions.

Toronto, 22 March 2016 | Montreal, 04 April 2016 | Calgary, 05 April 2016 | Vancouver, 15 April 2016
Excellence in Subsidiary Governance

Due to the growing complexity of compliance requirements and the opportunities and challenges of doing business in multiple jurisdictions, subsidiary governance has become increasingly important for large organizations. This session will provide an overview of leading subsidiary governance practices.

Calgary, 14 April 2016 | Toronto, 21 April 2016

Toronto Corporate Governance Exchange

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

Toronto, 18 May 2016

Governance Essentials for the Corporate Secretary - 2 day Seminar

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 refresher and updates to someone responsible for governance processes and/or compliance processes in your organization.

Calgary, 30 - 31 May 2016 | Toronto, 14 - 15 November 2016

Member Dialogues

These 1 hour dialogues will be held via a web conferencing system and registrants will be required to join via web link and connect their audio either through computer or phone. Sessions are limited to 35 participants. Industry sectors and specific issues include:

  • Not-for-profit organization issues with John Dinner - April 5th at 12 pm
  • Private firm issues with Sylvia Groves - April 12 at 12 pm
  • Enhancing the board/management relationship with Sari Diamond - April 13, 2016 at 12 pm EST
  • Crown corporation issues with Maria Capozzi - April 19th at 12 pm
  • How boards should address ethics, risks and integrity with Poonam Puri - April 20th at 12 pm
  • Activism with Richard LeBlanc - April 22, 2016, 12 pm

Membership News
Welcome New CSCS Members!


It is with great pleasure that the Canadian Society of Corporate Secretaries (CSCS) acknowledges and thanks the following people for joining or rejoining the Society in the last 30 days.

With the support and participation of members like you, CSCS is able to be a nationally recognized leader for information, education, advocacy and best practices in the field of corporate governance.

Welcome to the Society, and thank you!

  • Lynn Berry, Executive Assistant, Calgary Airport Authority, Calgary AB

  • Scott Cedergren, Assistant Corporate Secretary, Canadian Pacific , Calgary AB

  • Michelle de Cordova, Director, Corporate Engagement & Public Policy, NEI Investment, Vancouver BC

  • Jeffrey Ellis, Chief Legal Officer & Corporate Secretary, Canadian Pacific, Calgary AB

  • Thierry Keable, General Counsel & Corporate Secretary, Whistler Blackcomb Holdings Inc., Whistler BC

  • Michelle Mendes, Toronto ON

  • Sheri Porter, Corporate Secretary, Long View Systems, Calgary AB

  • Christiane Vachon, SVP, General Counsel, CCO & Corporate Secretary, Laurentian Bank of Canada, Montreal QC


Pamela Smith
Director, Membership and Administration

Membership renewal notices 

Membership renewal notices are sent out 2 months prior to your anniversary date. 

If you haven't received your notice, or have questions about your membership, renewal payment or require a credit card authorization form, contact Pamela Smith at the CSCS office.

Take advantage of the CSCS' flexible and green option of online renewal by:

  1. Logging on to your profile at with your email and password. Can't remember your password? Reset it here;
  2. Following suggested actions on your profile screen; and
  3. Reviewing all information in your profile and revising as required 

If there are changes in your contact details, we would like to remind you to please update your membership profile online so that we can make certain that you receive your renewal notice and any other CSCS membership communication.
Thank you for your continued support of CSCS.


Pamela Smith

Director, Membership and Administration
Not a CSCS Member?

As a CSCS Member, you will have access to:

  • A community of like-minded governance professionals

  • A network of key governance products, services and solution providers

  • Access to and discounts for CSCS professional development, education sessions and webinars throughout the year, including the leading annual conference on corporate governance best practices in Canada (this year's event will be held in Whistler, BC August 21-24, 2016)

  • Practical resources and guidance on best practices in good governance for their organization

  • Monthly electronic newsletter 'Governance Matters' and briefing on the latest developments in governance in Canada and internationally

  • Updates on the latest regulatory developments and their impact, as well as a voice in the consultation process through CSCS

  • Preferential access to practical, professional development activities offered by various like-minded partners in Canada and internationally

And, we are the voice of corporate secretaries and governance professionals in Canada

If you have any questions or require further information, do not hesitate to call at 416-921-5449, or 1-800-774-2850, ext 303, or email us at


Annual Membership Dues


The 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 - - 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.


Global Corporate Secretarial Services

I am looking for recommendations for companies that provide global corporate secretarial services. I have found a few companies on-line (Computershare, TMF-Group, PWC, Eversheds, Orrick). I was wondering if members could share good or bad experiences. My company has >100 entities/branches in 43 countries.

Electronic Document Management Systems

We are looking for the names of consulting companies that would help us scope out what our company needs in the way of an Electronic Document Management System. Can anyone help?

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.

TSX, TSXV Provide Guidance on New Rights Offering Regime

Blake, Cassels  & Graydon LLP.

The Toronto Stock Exchange (TSX) and the TSX Venture Exchange (TSXV) issued guidance to issuers following the recent amendments relating to rights offerings adopted by the Canadian Securities Administrators (CSA) on December 8, 2015 (CSA Amendments). Both the TSX and TSXV announced that the Rights Offering Documents (defined below) will still be subject to pre-clearance and the advanced notification period to set the record date for all rights offerings is reduced to five trading days. The TSXV also provided additional guidance specific to TSXV-listed issuers.


For background information regarding the CSA Amendments, please see our December 2015 Blakes Bulletin: Rights Offering in Canada About to Get Easier.

Marketing key to return on corporate social responsibility investment, ISU study shows
Iowa State University of Science and Technology

AMES, Iowa - The decision to give to charity or develop a more sustainable product should not depend solely on a corporation's bottom line, but it is certainly a factor. That can complicate the situation for managers who must balance between doing good and keeping shareholders happy, said Sachin Modi, an associate professor in Iowa State University's College of Business.
Canadian securities regulators adopt fundamental changes to take-over bid regime
Canadian Securities Administrators

Toronto - The Canadian Securities Administrators (CSA) today published final amendments to the regime that governs take-over bids in Canada. The changes, as reflected in a fully harmonized National Instrument 62-104 Take-Over Bids and Issuer Bids (NI 62-104) and National Policy 62-203 Take-Over Bids and Issuer Bids, will enhance the quality and integrity of the take-over bid regime while rebalancing the dynamics among bidders, target company boards of directors and target company shareholders during a take-over bid..
OSC Releases Report on Review of Insider Reporting
Goodmans LLP

The Ontario Securities Commission (OSC) has released the findings of its review of insider reporting practices and provided recommendations to ensure compliance with Ontario's insider reporting regime.

Staff Notice 51-726 - Report on Staff's Review of Insider Reporting and User Guides for Insiders and Issuers (the "Notice") summarizes the OSC's review of the insider reporting practices of 100 reporting issuers and approximately 1,500 reporting insiders. Based on its review, the OSC identified two main areas where improvement is needed: (1) the quality of insider reporting; and (2) insider trading policies.
Canadian securities regulators adopt amendments to early warning system
Canadian Securities Administrators

Montreal - The Canadian Securities Administrators (CSA) announced today the publication of final amendments that are designed to provide greater transparency about holdings of reporting issuers' securities under the early warning system.

"These final amendments enhance the quality and integrity of the early warning reporting regime in a manner that is appropriate for the Canadian capital markets," said Louis Morisset, CSA Chair and President and CEO the Autorité des marchés financiers. "By enhancing disclosure in early warning reports, the amendments intend to allow the market to review and assess the potential impact of changes in the ownership of, or control or direction over, a reporting issuer's securities."
Environmental, Social And Governance Issues Dealing With Them Is Good Business
Alexander Holburn Beaudin + Lang LLP

Environmental, social and governance (ESG) issues have become very important issues in the investment world. Sustainability has been one of the more significant recent trends in global financial markets. It has taken the form of investors' desire for sustainable responsible investing (SRI) and corporate management's focus on corporate social responsibility (CSR). An increasing proportion of global assets are being managed with a focus on sustainability. As global asset managers focus more and more on sustainability concerns, of which ESG issues form a major component, issuers will be increasingly pressured to show how they are addressing these issues.
The next generation isn't your only succession option
Grant Thornton LLP

Within the next decade, approximately $2 trillion of wealth is scheduled to trade hands as Canada's small- to medium-sized private business owners enter retirement.1 Many of these business owners will likely choose the traditional route, passing their businesses onto the next generation. For those hoping to preserve their legacy and maximize their business's ROI, however, this isn't the only option.
Canadian Governance Landscape: Key Issues for the 2016 Proxy Season
Lindsay Kenney LLP

This publication, authored by members of the Stikeman Elliott Securities Group, highlights some key issues that we believe will be the focus of attention for Canadian boards and shareholders as the 2016 proxy season unfolds. While many of the issues are familiar from past years, some return with renewed enthusiasm, bolstered by regulatory developments and growing shareholder activism. Developments in the following areas are among the issues considered:
  • Take-over bids and shareholder rights plans in the lead-up to the CSA's new regime
  • Proxy access in the Canadian context
  • Majority voting in director elections
  • Board composition: diversity and tenure
  • Say-on-pay, equity compensation plans and other executive compensation issues
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).
Does Being an Ontario Not-ForProfit Corporation Mandate Audited Financial Statements?
Torkin Manes LLP

Given that many (although certainly not all) not-for-profit corporations ("NFPs"), both charitable and non-charitable, have a December year end and are preparing for their year end financial reporting, we thought it timely to provide a reminder about the financial disclosure requirements contained in their governing corporate legislation.
Official Partner of CSCS
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Events & workshops

Meetings, Minutes and Resolutions - Also available as a webcast in Toronto, ON
Toronto, March 22, 2016 | Montreal, April 4, 2016 | Calgary, April 5, 2016 | Vancouver, April 15, 2016>
Excellence in Subsidiary Governance
Calgary, April 14, 2016 |Toronto, April 21, 2016
Toronto Corporate Governance Exchange
Toronto, May 18, 2016
Governance Essentials for the Corporate Secretary - 2 day Seminar
Calgary, May 30-31, 2016 | Toronto, November 14-15, 2016
For complete list of CSCS events click here
visit our sponsors

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.

advertise with us

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!

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:-
Corporate Secretary
HSBC Bank Canada

Manager, Board Relation

Please login to to view all the Job Postings. 
Board of Directors
David Masse 
(Chairman of the Board)

Independent Director
Beaconsfield, QC
Janis McKenzie 
Independent Director
Brampton, ON

Mary D. Batoff
President and Chief Executive Officer
First Uranium Corporation
Toronto, ON
Carmel Bellamy 
(Chair, Membership Committee)

Associate Secretary and Sr. Director, Corporate Governance & Co-operative Relations
The Co-operators Group Limited
Guelph, ON
Brigitte Catellier
Corporate Secretary and Head of Governance
HSBC Bank Canada
Vancouver, BC
Misti Christensen
(Chair, Governance and Nominations Committee)

Manager Governance and Assistant Secretary
Nexen Energy ULC
Calgary, AB
Margaret (Meg) Comiskey
Manager, Policy and Research and Assistant Corporate Secretary
Vancouver Airport Authority
Vancouver, BC
Alain Dussault 
(Chair, 2016 Conference Planning Committee)

Lawyer, Corporate Secretary's Office
Canadian National Railway Company
Montreal, QC
Glenn Keeling
(Chair, Sponsorship Engagement Committee)

Independent Director
Cobourg, ON
Sally Maziarz
Assistant Corporate Secretary
EPCOR Utilities Inc.
Edmonton, AB
Lynn Beauregard 

Canadian Society of Corporate Secretaries
Toronto, ON

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 ( 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