THE NEWSLETTER  FOR THE CANADIAN SOCIETY OF CORPORATE SECRETARIES  
SEPTEMBER 2015
president's Message 
Dear ,

Compensation trends for Corporate Secretaries and for Directors 

The Canadian Society of Corporate Secretaries (CSCS) is pleased to have partnered with Global Governance Advisors (GGA) for the second year in a row, to conduct a survey on Compensation trends for Corporate Secretaries and on Board Remuneration. CSCS would like to thank GGA for its excellent work in gathering the data and generating two very comprehensive reports. 

This study includes results from members of the Society at 150 Canadian organizations and summarizes the surveyed compensation information including Base Salary, Short-Term Incentive (STIP), Long-Term Incentive (LTIP), and Total Direct Compensation for each of the following roles: Corporate Secretary, Internal General Counsel, Internal Legal Counsel, and Paralegal. 

It also includes compensation structure information and information on the importance and satisfaction of certain career aspects valued most by members. This detailed report provides unique insights and in-depth data and analysis to assist you in benchmarking your organization's Corporate Secretary remuneration practices against your peers.

Additionally, GGA has surveyed our members for compensation trends in Director Compensation and is pleased to provide this as a valuable tool for our members to benchmark their board remuneration practices. 

We would also like to thank our members for their participation in these important surveys and we hope that you will find the information in these reports very valuable.

Call for Speakers 

CSCS is sending out its Call for Speakers for the 2016 Annual Professional Education program as well as for the 18th Annual Corporate Governance Conference, which will take place August 21-24th in Whistler BC. 

The caliber of education that CSCS offers continues to be raised as a result of the quality of the content and delivery it provides across its governance education events. Much of this is due to our growing roster of knowledgeable contributors, subject matter experts, practitioners and academics, and to the fact that CSCS offers a unique and practical education platform to its members and to the governance community in Canada. 

We encourage you to become part of the CSCS events programming and to submit a proposal if you feel you have new, practical and innovative information and content to share at our events. For more information, please scroll below to the Professional Development Update in this newsletter.

Sincerely, 

Lynn Beauregard
President 
CONFERENCE UPDATE

MARK YOUR CALENDAR for the 18th Annual Corporate Governance

Conference!
August 21 - 24, 2016 in Whistler, BC at the Fairmont Chateau Whistler

  

Although it was just over a month ago that we wrapped up the 2015 conference, preparation are already underway for 2016. Personally, I am very excited to finalize the fun Tuesday night activity! 


If you are looking to be more involved with the conference as a sponsor or our upcoming 2015 professional development events, you can get all of the details HERE.

Also, keep an eye on your inbox...we will be launching the 2016 Annual Sponsorship Package in October.

Don't forget - save the dates for Whistler, BC: August 21 - 24, 2016!

 

Tina Hutchinson
Director, Conference & Sponsorship

CSCS Professional Development SESSIONS
Call for Speakers and Sessions

It's that time of year when CSCS is inviting fresh and innovative contributions to the governance dialogue! Subject matter experts with a strong grasp of emerging issues are encouraged to submit session proposals for both the 2016 Annual Corporate Governance Conference and for the CSCS 2016 professional development program. We are looking for dynamic presentations that provide practical content, best practices and thought-provoking ideas - all with a focus on how to reach new levels of performance and motivate the pursuit of excellence in governance, across all sectors and organizations.

Submit your proposal NOWDeadline for submissions is Monday, November 30th, 2015.

Professional Development Update

We're launching registration for the new CSCS Governance Dialogues shortly. These web-based sessions continue the format of dialogues that began with the roundtable discussions at the 2015 Conference in August. They will each be held once a quarter via web based conferencing, and then again in-person at the CSCS conference in Whistler, BC on August 21-24, 2016. We have invited top-notch speakers to moderate these discussions that will be topic-based and will focus on the following themes: board diversity, cyber security, proxy voting, executive compensation and say-on-pay, shareholder engagement, subsidiary governance, private firm issues, crown corporation issues, not-for-profit organization issues, enhancing the board/management relationship, how boards should address ethics, risks and integrity, disclosure. Stay tuned for more information!

Also coming up in the next few months are the following PD sessions:

The Year the Shareholders Spoke Up: A 2015 AGM Wrap Up with panelists Paul Gryglewicz from Global Governance Advisors, David Salmon from Laurel Hill Advisory Group, and Paul Schneider from Ontario Teachers' Pension Plan
Toronto - November 24, 2015

Governance Boot Camp for Not-for-profit Organizations with John Dinner from John T. Dinner Board Governance Services
Toronto - February 18, 2016

Space still available for the two-day Governance Essentials Seminar. Don't miss out on this ever-popular session brought to you by Nasdaq and the Directors College.

Governance Essentials for the Corporate Secretary with Sylvia Groves from Governance Studio, Dr Richard Leblanc from York University and Janis Riven from Concordia University
Toronto - November 3-4, 2015

Webinars available for all the sessions above.

Olga Kasjanova
Manager, Professional Development & Special Projects
416-921-5449 / 1-800-774-285
Membership News
CSCS Members - Is Your Profile Up-To-Date? 
 

Here are just a few of the many important reasons to update your profile today...

  • Your current email address will ensure you hear from us regularly. 
  • CSCS' e-newsletter, Governance Matters will come right to your inbox, keep you up-to-date on current trends, activities and issues facing corporate secretaries and other governance professionals. 
  • You will be able to take advantage of early booking discounts for our annual conference and receive timely event notifications 
  • You can participate in important CSCS or partner opportunities to share your insights and contribute to important surveys and research on a number of governance topics. 
  • Information about your industry type and company type will help us target specific professional development opportunities created with you in mind.
  • Membership renewal notices will go straight to your inbox

CSCS provides opportunities to share your insights and contribute to surveys and research on a number of governance topics.

 

Make sure we know how to reach you!

Log on to cscs.org and update your profile today!

 

Pamela Smith
Director, Membership and Administration

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 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.

 

Boards for selecting the non-executive Board Chair

Does your company request that the assistants of its outside Board members sign a confidentiality agreement? What are the practices used by Boards for selecting the non-executive Board Chair. In particular, does a Committee of the Board (nominating, governance, or other) meet all interested Board Chair candidates and then recommend to the Board? Or, does the entire Board meet all interested candidates for the Board Chair role?

Share ownership in junior mining companies

We are a large publicly-traded mining company and wonder how other large mining companies deal with employees owning shares in junior mining companies. For example, do you provide conflict of interest guidance and require ownership disclosure, or extend the conflict of interest guidance to prohibit directors, officers and employees from owning shares in junior mining companies?

Recording a board meeting for taking minutes

Is it legal to record a board meeting in order to assist the Secretary in taking minutes at very volatile meetings. If so, is it necessary for the board to approve a motion to that effect or will a simple announcement suffice? If a Director misses a meeting can they access the recording or do they need to rely on the minutes? Should the recording be destroyed immediately following the approval of the minutes?

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.

OTHER Professional Development SESSIONS
 
Friday, November 6, 2015

Led by Stanford and Rotman faculty, CEOs, directors, regulators, jurists and scholars, this one-day program brings together leading governance research by Stanford's Rock Center for Corporate Governance and the Rotman School of Management, for a rigorous and balanced examination of corporate governance in the US and Canada to address a broad range of topics including: 
  • Executive and Director Compensation 
  • Cybersecurity: What Do We Know?
  • Short Term/Long Term Thinking in Corporations 
  • The Rising Power of the Founders in Silicon Valley and the Use of Dual Class Share Structures 

Panelists include Prem Watsa, Mark Wiseman, Thomas O'Neill, Robert Prichard, Gail Cook-Bennett and Jim Simpson. 

 

 

NEWS AND UPDATES
TSX Announces Approval of Rule Changes for Interlisted Issuers
Goodmans LLP

The Toronto Stock Exchange (TSX) has adopted amendments to its Company Manual (the "Amendments") that expand exemptions available to issuers that list on the TSX and one or more other exchanges ("Interlisted Issuers"). According to the TSX, a significant number of issuers, whether incorporated in Canada or in a foreign jurisdiction, are interlisted on the TSX and another market as a means to, among other things, increase their access to capital, enhance the liquidity of their securities and broaden their investor base. The Amendments, which were published for comment earlier this year (see our January 26, 2015 Update, TSX Proposes Amendments to Rules for Interlisted Issuers and Voluntary Delisting), became effective on September 10, 2015.

Read More

Proposed Amendments to Continuous Disclosure and Corporate Governance Rules for Venture Issuers
GoPublicInCanada.com

In May 2014, the Canadian Securities Administrators (the "CSA") released proposals aimed at streamlining the continuous disclosure and corporate governance regime for venture issuers. The previous proposals released by the CSA in July 2011 and September 2012 were withdrawn in July 2013 citing feedback that the benefits of the previous proposals were outweighed by the burden of transition to the new regime.

Read More

The game of "activist" hedge funds: Cui bono?
Institut sur la gouvernance (IGOPP)

Over the last few years, hedge fund activism has received a great deal of coverage in financial media (and in the mainstream press), has triggered heated debates and been the focus of much academic research. Saviour of capitalism for some, for others, activist hedge funds are but mongers of short-term tactics which eventually damage business corporations. (See "The case for and against activist hedge funds", Allaire (2015).

Read More

Canadian Securities Regulators finalize significant changes to the rights offering regime
Canadian Securities Administrators

Vancouver - The Canadian Securities Administrators (CSA) today announced the final implementation of a streamlined prospectus exemption for rights offerings by reporting issuers. The amendments to the rights offering regime are intended to address concerns expressed to the CSA by certain market participants that issuers seldom use the prospectus-exempt rights offering to raise capital because of the associated time and cost.

Read More

More companies admit to difficulty of staying on top of corruption
Corporate Secretary

KPMG urges firms to conduct anti-bribery specific risk assessments across business units and in foreign jurisdictions where they operate

There is lots of room for improvement in companies' anti-bribery and corruption (ABC) compliance programs, according to the results of a recent survey by KPMG International.

Read More

Looking beyond risk management in succession planning
Corporate Secretary

Companies need to see opportunities in succession planning: mapping leadership, operating skills for each executive role.

A feature in the August 24 issue of New York about three potential candidates to be the next publisher of the New York Times got me thinking about some of the challenges of succession planning.

Read More

Multiple activist campaigns on the rise as activists outnumber target companies
Norton Rose Fulbright LLP

A corollary to the trend of rising shareholder activism is the increasing frequency with which target companies are facing multiple activist campaigns. Companies that have successfully defended activist campaigns in the past are not free to rest on their laurels - if the same issues persist, future attacks may be on the horizon.

Read More

Women in Leadership Roles at TSX-Listed Companies: Diversity Disclosure Practices
Osler, Hoskin & Harcourt LLP

Effective December 31, 2014, Canadian issuers in participating provinces, with the exception of TSX Venture Exchange issuers and investment funds, became subject to new disclosure requirements with respect to the representation of women on boards and in senior management positions. The overall picture is disappointing.

Read More

Managing Cyber Risk: Who Has YOUR Information?
Thomson Reuters

The methods employed by cyber criminals are becoming more sophisticated, making it challenging for organizations to stay that crucial step ahead of the criminal underworld. This concern is echoed in the C-suite. According to the PwC Global Economic Crime Survey 2014, nearly half of respondents reported that the risk of cybercrime had increased (a 23% increase over 2011), with 49% of global CEOs concerned about cyber threats to their organization.

Read More

CCGG Recommends Universal Form of Proxy
Goodmans LLP

Following on its proposal for enhanced proxy access published earlier this year (see our May 29, 2015 Update, CCGG Proposes Enhanced Proxy Access Rules), the Canadian Coalition for Good Governance (CCGG) has published a Universal Proxy Policy encouraging:

  • the use of a universal proxy, which lists the names of all director nominees (whether nominated by the issuer or by dissident shareholders) on a single proxy form, in contested director elections of Canadian public companies, and
  • changes in corporate and securities laws to make such universal proxies mandatory.

Read More

Multiple Voting Shares: Don't Call it a Comeback
Blake, Cassels & Graydon LLP

Dual class share structures have been thrust back into the spotlight by a recent flurry of initial public offerings of subordinate voting shares, a proposed going private transaction of a dual class share company and shareholder approval of amendments to an issuer's multiple voting share terms.

Read More

Canadian Coalition of Good Governance Advocates More Proxy Access
Blake, Cassels & Graydon LLP

Earlier this year, the Canadian Coalition for Good Governance (CCGG) released its publication "Shareholder Involvement in the Director Nomination Process: Enhanced Engagement and Proxy Access", proposing enhanced proxy access to facilitate shareholders' nomination of directors for Canadian public companies (CCGG Proposal). The CCGG Proposal draws upon the voluntary adoption of such proxy access by some U.S. public companies. However, in Canada, unlike the U.S., there already exist statutory mechanisms for shareholder nomination of directors through the proxy process.

Read More

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CANADIAN SOCIETY OF CORPORATE SECRETARIES

 

Governance Essentials for the Corporate Secretary: Two-Day Seminar
Toronto:
 November 3-4, 2015
 
For complete list of CSCS events click here
 
CHARTERED SECRETARIES CANADA
 
For complete list of ICSA events click here
 
Rotman School of Management
 
Stanford-Rotman Corporate Governance Day: Major Challenges in Today's Boardrooms
November 6, 2015
 

 
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:-
 
Law Clerks - 2 Full time Permanent Position
BMO Financial Group
 
Membership & Governance Coordinator
Calgary Foothills Primary Care Network (CFPCN)
 
Board Liaison
Island Health Legal Services
 
Manager, Corporate Affairs Administration
GS1 Canada
 

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

Independent Director
Beaconsfield, QC
 
Janis McKenzie 
(Treasurer)
Independent Director
Brampton, ON
 
Madeleine G. Bertrand 
(Secretary)

Director, Corporate Affairs and ATIP Coordinator
Royal Canadian Mint
Ottawa, 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 
(President)

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 (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