THE NEWSLETTER  FOR THE CANADIAN SOCIETY OF CORPORATE SECRETARIES  
MARCH 2015
president's Message 

Dear ,

 

As the 1st quarter of 2015 draws to an end already, here are some of the highlights of what is happening with CSCS:

 

Early-early bird registration is now open for the 17th CSCS Annual Corporate Governance Conference!
Plan to attend the premier event for Canadian corporate governance professionals this coming August 16-19th, for the first time ever in stunning and cultural Montreal at the Fairmont Queen Elizabeth Hotel. The conference attracts over 350 governance professionals from leading corporations across Canada. As always, this year's program will bring together leading subject matter experts on critical issues in governance from across all sectors and industries. The CSCS Conference is the leading Canadian conference for corporate secretaries and governance professionals.

 

The event brings together participants from all across Canada and features three days of expert panels, workshops and breakout sessions on top of mind issues and the evolving corporate governance landscape in Canada and internationally. It is a unique opportunity to network colleagues, experts, practitioners and provides invaluable opportunities to exchange ideas, to discuss current challenges and to share best practices. This year's conference theme is: GOVERNANCE, RISK AND ETHICS...A NEW AGE OF ACCOUNTABILITY and will feature streams on "Compliance, Risk and Ethics", "Critical Issues in Governance" and "The Board and the Corporate Secretary", as well as sector specific roundtable discussions, plenary panels and keynote speakers.

 

For full program details and to register, click here and register today for the Early-early Bird discount (available until April 30th!)

 

CSCS Excellence in Governance Awards - Nominations close April 10th! 
Nominations opened in January for the Excellence in Governance Awards (EG Awards). Now in its third year, this award program recognizes the important contribution that organizations and their governance professionals make to create best practices that build shareholder and stakeholder value in Canadian organizations across all sectors and industries. This is your organization's chance to be recognized for its own efforts or nominate another organization for its best practices in governance. The shortlist of finalists will be announced in June 2015 and winners will be announced and celebrated on August 16, 2015 in Montreal, Quebec, at the opening dinner of CSCS' 17th Annual Corporate Governance Conference. For further details about these awards and or to enter your nomination click here.

 

CSCS Professional Development - Courses and Seminars for 2015
The following sessions are coming up so make sure you sign up today:

  • Excellence in Subsidiary Governance - Friday, April 17, 2015; Now also available as a live webcast
    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. Participants will identify issues relevant to subsidiary governance and develop an understanding of subsidiary governance leading practices.
  • Toronto Governance Exchange 2015 - Thursday, May 21, 2015
    The Canadian Society of Corporate Secretaries, in partnership with The Illawong Group, presents the Toronto Corporate Governance Exchange. Join 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.
  • Governance Essentials for the Corporate Secretary: Two-Day Seminar - Now also available as a live webcast.
    Vancouver, May 28 & 29, 2015 | Toronto, November 3 & 4, 2015
    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: newly appointed corporate secretaries, assistant secretaries and other staff dealing with governance; experienced governance professionals seeking to refresh their skills and learn about the latest governance issues, outside legal counsel, paralegals, etc. supporting corporate secretarial functions

Sincerely,

  
Lynn Beauregard
President 

CONFERENCE UPDATE

Early-EARLY-bird registration now open!
 

The CSCS Annual Conference is the leading event on corporate governance in Canada. Featuring three days of discussions on top of mind issues on the evolving corporate governance landscape, networking and celebrating the Excellence in Governance Awards, this event is not to be missed!
 

The conference is a forum for networking and invaluable opportunities to exchange ideas, discuss current challenges and exchange best practices with leading governance experts and practitioners.
 

The event attracts over 350 attendees including corporate secretaries and governance professionals, senior level executives and managers from organizations large and small, and across all sectors in Canada.
 

This year our content is themed around "ethics", "risk" and "accountability" and will feature three streams: Critical Issues in Governance; The Board and the Corporate Secretary; Compliance, Risk and Ethics.

 

For the preliminary conference agenda, click here. 

 

Come join us and your colleagues in wonderful Montreal, QC at the Fairmont Queen Elizabeth, August 16 - 19, 2015.

 

It's August so plan to bring your loved ones and check out the pre-conference tours for you, your family and friends.

Don't delay...Register today!

 

Become a CSCS Sponsor 

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. Capitalize on our networking opportunities, gain valuable face-to-face time with the governance professional community and access the influencers and decision makers in your market. Become a CSCS sponsor today! Check out the complete Annual Sponsorship Package here.

MEMBERSHIP NEWS

Joyce Borden-Reed Distinguished Contribution Award - Nominations Being Sought

 

Have you submitted your nomination for the Joyce Borden Reed Award?

 

The Joyce Borden-Reed Distinguished Contribution Award recognizes individuals who have made significant contributions to CSCS over a period of years. Named after one of the founding board members of CSCS, it aims to identify those who have directly advanced the interests of CSCS and furthered the organization's place in the Canadian governance community.

 

Any past or present members who have rendered unusual or exceptional service, or service consistently rendered over a period of years, that has directly furthered CSCS' goals in a significant manner may be considered.

 

Nominations are open and all the information you need to submit is available online at http://www.cscs.org/EGA.

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.

 

Recommendations re Governance Advisor/Consultant

We are about to do a Request for Proposals for a Governance Advisor/Consultant. The primary duty of the consultant will be to conduct our annual board evaluation and peer evaluation process. We may occasionally seek other governance advice. We would like assistance in identifying firms that we should invite to bid. Would appreciate any information on firms other CSCS members have worked with.

Board Committee Composition

Is it normal for a subsidiary company Board member to be a member of a Board Committee of its holding company? Can a non-Board member be a member of Board Committees? How the Committees of a Board will be constituted, if the articles or by-laws of a company is silent. Is there a statutory provision to support Board Committee composition.

Share ownership model

A medium sized employee owned company is in the midst of re-evaluating their share ownership model. Does anyone have a sample of a criteria document to enter into principals groups for specific share ownership levels? Eg., Associates, Principals, Senior Principals and any restrictive covenants assigned to the specific groups?

Board of directors travel

Specifically, do they pay for business class travel, and if so, is this expense unrestricted or restricted? For example, business class is limited to long flight (> 5 hours) or for international only?

My questions are:

  1. What is your policy on the allowable class of airfare for directors travelling to domestic board meetings? Is it business class or economy?

  2. Is your policy different for international travel to board meetings, or for longer flights that 5 hours?

  3. Do your directors tend to seek any and all eligible reimbursements to which they are entitled under your policy?

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.

UPCOMING CSCS Professional Development SESSIONS

 

Excellence in Subsidiary Governance
Toronto: April 17, 2015 | Webinar: April 17, 2015
 
Toronto Governance Exchange 2015
Toronto, May 21, 2015
 
Governance Essentials for the Corporate Secretary: Two-Day Seminar
Vancouver:  May 28-29, 2015 | Toronto:  November 3-4, 2015
 
Please contact us for more information.
 

Olga Kasjanova

Manager, Professional Development & Special Projects, CSCS
events@cscs.org

416-921-5449 / 1-800-774-285

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Directors are often targets for lawsuits that, although aimed primarily at the company, also name them as co-defendants, sometimes to promote the resolution of a dispute. In a decision handed down June 23, 2014,1 the Quebec Superior Court reiterated the principle that directors of a body corporate should never be sued solely on the grounds they acted in that capacity when there is no manifest personal fault alleged against them. The main interest of the decision lies in the fact the Superior Court clearly stated that notwithstanding that the court must exercise caution in dismissing proceedings at the preliminary stage, such proceedings against directors are abusive and must be dismissed. On November 19, 2014, the Court of Appeal refused to grant leave to appeal the decision.

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Options for Unhappy Members under the Canada Not-for-profit Corporations Act: Derivative Actions
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If your association has ever encountered an unhappy member or member group, you should be aware of the enhanced member rights under the Canada Not-for-profit Corporations Act ("CNCA"). Unhappy association members now have some new tools at their disposal. In many ways, they now have rights similar to those of shareholders of for-profit corporations. (Many of these rights are also present in the Ontario Not-for-Profit Corporations Act, 2010 which is not yet in force.)

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Know what you're buying: do your due diligence
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Identifying potential targets can be an exciting, yet overwhelming, process for corporate executives and boards of directors. Whether motivated by financial growth, economies of scale, global expansion, or product diversification, a knowledgeable, informed, and wise acquisition requires a committed due diligence effort.
 

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Maximize The Value Of Your Business By Planning For A Successful Succession
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As more businesses are put on the market in the coming years, having a well-defined exit plan is critical in order to reap the rewards of owning and growing your business. Done properly, an exit plan will guide you and your successors through the transition smoothly and help you get the highest possible price for your business.

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Are We Closer To Fixing The Proxy Voting System?
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The integrity of the shareholder vote is a cornerstone of shareholder democracy for public companies. Shareholders' ability to "have their say" is exercised at shareholder meetings largely through proxy voting, which is a fundamental feature in our capital markets. The layers of depositaries and intermediaries for beneficial ownership are viewed by many as a necessary evil. To facilitate the complexities and the sheer number of market participants involved in proxy voting, an accurate, reliable and accountable infrastructure must be in place for a fair and efficient capital market.

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Events & workshops

 

CANADIAN SOCIETY OF CORPORATE SECRETARIES

 
Excellence in Subsidiary Governance
Toronto: April 17, 2015
Webinar: April 17, 2015
 
Toronto Governance Exchange 2015
Toronto, May 21, 2015
 
Governance Essentials for the Corporate Secretary: Two-Day Seminar
Vancouver:
 May 28-29, 2015
Toronto:
 November 3-4, 2015
 
For complete list of CSCS events click here
 
CHARTERED SECRETARIES CANADA
 
For complete list of ICSA 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:-
 
Vice-President, General Counsel & Corporate Secretary
Canadian Payments Association
 
Corporate Secretarial / Corporate Law Clerk
RSA Canada
 
Assistant Vice-President, Corporate Governance
Great-West Life
 
Assistant Vice-President & Assistant Corporate Secretary 
Sun Life Financial 
 
Manager, Listings
Aequitas NEO Exchange Inc


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