THE NEWSLETTER FOR THE CANADIAN SOCIETY OF CORPORATE SECRETARIES
MAY/JUNE 2013
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Greetings!
I am very pleased to announce that the shortlist for the Excellence in Governance Awards has been finalized. We received a total of 76 nominations from just under 40 companies in the categories listed below: - Best sustainability, ethics and environmental governance program
- Best use of technology in governance, risk and compliance
- Best approach to board and committee support
- Best shareholder engagement by a governance team
- Best practices in managing boardroom diversity
- Best overall corporate governance
To see the companies who have been shortlisted in each of these categories CLICK HERE. The Excellence in Governance Awards will be presented at the opening dinner of the 15th CSCS annual conference on August 18th in Halifax, NS. CSCS would like to acknowledge the contribution of the Canadian Corporate Counsel Association (CCCA) to the short listing judging for the Excellence in Governance Awards. We want to thank in particular the following three individuals who volunteered a considerable amount of time and effort in reviewing close to 80 submissions for the Excellence in Governance Awards, to generate the shortlist of finalists for the Awards judges. Cathy Cummings MBA, CAE, Executive Director, Canadian Corporate Counsel Association (CCCA); Grant K.D. Borbridge QC, Executive Vice President, Investments and Chief Counsel, Emergo Group of Companies; Terri Uhrich, Vice President, Legal Affairs at K+S Potash Canada. The Excellence in Governance Awards will be presented at the opening dinner of the 15th CSCS annual conference on August 18th in Halifax, NS. The Excellence in Governance Awards jury panel is composed of seasoned and well-respected governance experts from across Canada and include: Gigi Dawe, CICA; Stephen Griggs, Smoothwater Capital Corporation; Carol Hansell, Davies Ward Phillips & Vineberg LLP; Sylvia Groves, Governance Studio; Dr Richard Leblanc, York University; Andrew MacDougall, Spencer Stuart; Paul Schneider, Ontario Teachers' Pension Plan; Elizabeth Watson, Watson Inc; Brendan Sheehan, The Illawong Group. CSCS is committed to support and enhance the role of the corporate secretary and governance professionals in Canada. The Society's members work on the front lines of governance and the organization is well positioned through reputation, influence and representation, to celebrate the practice of good governance in Canada. We are very pleased with the excellent show of support for this inaugural program and look forward to announcing the finalists in August. For more information about the awards, visit http://www.cscs.org/EGA and for more information about the CSCS annual conference and program, visit: http://www.cscs.org/AnnualConference. I hope that you will join us in Halifax for this exciting event and for our conference! Sincerely, Lynn Beauregard President
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CSCS Conference turns 15!
That's right! The 2013 Annual Corporate Governance Conference will be celebrating its 15th year in beautiful Halifax, NS August 18 - 21, 2013. Registration is well underway - we're already over 125 delegates confirmed! Early-bird registration ends June 29th so be sure to register today! This year we're taking three themes and discussing key, relevant topics within each: Critical Issues in Governance; The Board and the Corporate Secretary; and Practical Matters for the Corporate Secretary. There will also be sessions specific for delegate across sectors, including top notch keynotes, hands-on workshops and optional activities for you and your family. Plus, we will be hosting the CSCS's inaugural Excellence in Governance Awards presentation ceremony at our opening dinner on August 18th. This year is a conference not to be missed! Check out the complete agenda here. And bring a friend too! We have expanded our companion program this year to include tours on Sunday, Monday and Tuesday. Visit our website for the complete details. Look forward to seeing you in Halifax! | |
Partner with us!
CSCS now offers annual sponsorship and partnership opportunities. With our new sponsorship opportunities, you will have a complete overview of all the visibility your organization can have with CSCS in 2013. -
Capitalize on our networking opportunities
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Gain valuable face-to-face time with the governance professional community and
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Access the influencers and decision makers in your market.
With CSCS as a partner, you will have a chance to 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. Become a CSCS sponsor or partner today! Check out the complete Annual Sponsorship and Partnership Package here.
Tina Hutchinson
Manager, Events & Special Projects
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CSCS 2013 Professional Development Workshop Calendar
| | CSCS offers professional workshops across Canada in order to provide essential knowledge and skills, - or to upgrade technical and practical know-how - for those who are responsible for the corporate governance functions of an organization.
Click here for a listing of the upcoming workshops for the year. Please watch the website and future email notices for registration details or updates as the workshops near and/or new workshops are added.
| CONTINUOUS DISCLOSURE AND MATERIAL CHANGE REPORTING | (Toronto - June 14, 2013) | | CSCS CALGARY CHAPTER EVENT: SHAREHOLDER ACTIVISM - AGRIUM INC. TAKES ON JANA CAPITAL | (Calgary - June 14, 2013) | | BOARD & COMMITTEE MINUTES: A HANDS-ON WORKSHOP | (Montreal - June 19, 2013) | (Toronto - June 20, 2013) | | TWO-DAY GOVERNANCE ESSENTIALS WORKSHOP FOR THE CORPORATE SECRETARY | (Toronto - November 7-8, 2013) | | |
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The voice of Corporate Secretaries and governance professionals in Canada
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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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Representative 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 2013 Membership fees, in Canadian dollars, are as follows (excluding applicable taxes):
* Group (3+) discount on individual regular membership fees: 15%
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Visit our website - www.cscs.org - to learn more about CSCS membership benefits.
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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 responses will be appreciated.
Honorary Chair role
I work for a large non-profit organization who recently appointed an "Honorary Chair". Other than a title, we don't have an actual job description for this role. I'm looking to you to see whether you have, and could share, a position description if your organization has something similar to this role. I'd like to engage this person in a specific way but without a position profile, it's difficult to do.
Health, Safety and Environmental Committee of the Board
We are a mid-size, TSX listed company contemplating either the creation of a board HSE Committee or specifically changing the mandate of an existing committee to specifically confer responsibility for HSE oversight. Any information regarding pros, cons, best practices, etc., would be helpful.
Banking resolutions and signing authority resolutions
We are currently reviewing our banking resolution and our signing authority resolution. It would be greatly appreciated if members would share their precedents and provide any comments or suggestions in respect to the drafting of these resolutions.
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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Proactive Corporate Governance Equals ROI
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Danielle Doll
Clients often ask me what's the ROI on corporate governance; i.e., how does good corporate governance affect "the bottom line"? Good corporate governance can improve operational performance. It's not just a compliance system, it's the philosophy of governing the organization through proactive management from the top down. Good corporate governance transcends basic governance practices (legal and regulatory compliance, ongoing financial scrutiny, and fulfilling accountability requirements). Proactive boards plan for the future, evolve to keep pace with changes in the external environment, cultivate and create key external relationships, and recognize opportunities to grow the business.
Want to get started on proactive corporate governance? Here are two practices I recommend.
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| Federal Not-for-profit Corporations Have Less Than 17 Months to Continue Under the New Act | Blake, Cassels & Graydon LLP The Canada Not-for-profit Corporations Act (the Act) came into force on October 17, 2011. The Act was highly anticipated by the not-for-profit sector, but according to sources at Industry Canada, less than 10% of federal not-for-profit corporations (NFPs) have continued under the new Act. An NFP that is not continued under the new Act by October 17, 2014 may be dissolved. |
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| Amendments To Prospectus Rules Approved | Stikeman Elliott LLP
The Ontario Securities Commission announced today that Ministerial approval has been received with respect to the prospectus rule amendments released earlier this year that are intended to clarify certain provisions, address gaps, streamline requirements and codify prospectus relief that has been granted in the past. Amendments to the requirements and related forms respecting scholarship plans, first announced in January, were also approved. Most of the amendments come into force on May 14, 2013. Those regarding scholarship plans come into force on May 31. | |
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For CSCS members ONLY, login to the members section at www.cscs.org to get your exclusive 20% discount code.
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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!
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(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 (Treasurer) Manager, 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 Secretar DIRTT Environmental Solutions Ltd. Calgary, AB | | Laurel Savoy Senior Vice President Canadian Stock Transfer Company Inc. Toronto, ON | | Lynn Beauregard (President) Canadian Society of Corporate Secretaries Toronto, ON |
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Do you have a career opportunity that you would like to share with our readers? Click here for more details | | Recent Job Postings:- |
| Corporate Secretarial Administrator - Maternity Leave Kinross Gold Corporation | | Coordonnateur / Coordonnatrice aux affaires juridiques et secr�tariat g�n�ral Groupe Montpetit Inc. | | Corporate Paralegal Cash Store Financial | Please login to www.cscs.org to view all the Job Postings. |
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CANADIAN SOCIETY OF CORPORATE SECRETARIES
| Continuous Disclosure and Material Change Reporting | (Toronto - June 14, 2013) | | Board & Committee Minutes: A Hands-On Workshop | (Montreal - June 19, 2013) | (Toronto - June 20, 2013) | | CSCS Calgary Chapter Event: Shareholder Activism - Agrium inc. Takes on JANA Capital | (Calgary - June 14, 2013) | |
Two-Day Governance Essentials Workshop For The Corporate Secretary
| (Toronto - November 7-8, 2013) | | 15th Annual Corporate Governance Conference August 18 - 21, 2013 Westin Nova Scotian Halifax, NS | 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) | Call for Nomination - CIRI 2013 Award for Excellence in Investor Relations | For complete list of CIRI events click here | |
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Canadian Corporate Secretary's Guide
CCH Canadian is pleased to offer CSCS members a 30% discount when ordered through CSCS.
Pricing for 2013 is as follows:
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Print - $1,200
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Online - $1,500
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Print + Online - $1,680
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 info@cscs.org.
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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 (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-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 info@cscs.org
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