THE NEWSLETTER  FOR THE CANADIAN SOCIETY OF CORPORATE SECRETARIES  
NOVEMBER 2013

president's Message 
Dear ,

As the year slowly draws to a close, here are a few updates on recent CSCS activities and on some of our 2014 plans.    

 

Regulatory consultations:
On November 11th, 2013, the Canadian Society of Corporate Secretaries (CSCS) submitted a response letter to the Canadian Securities Administrators' (CSA) request for comments (54-401) seeking the public's views on what ails the current shareholder voting processes. In preparation for this response, CSCS conducted member consultations across the country. A copy of our comment letter can be found by clicking here. As a next step, CSCS will reach out to publicly traded companies, both to our members and to non-members alike, to promote the reform of proxy voting processes. CSCS seeks issuers' active participation in, and support for, these initiatives to improve the health and efficiency of our capital markets. What the regulators still need to hear is anecdotal evidence from issuers concerning the shortcomings of the system. The movement to give shareholders a stronger voice in the way Canada's public companies are governed is a positive trend that benefits investors and issuers alike. The question is not whether shareholders ought to have a voice, but rather whether that voice is being heard, and whether shareholder votes are being counted properly.

 

CSCS also recently provided a response to the OSC Staff Consultation Paper 58-401: Disclosure Requirements Regarding Women on Boards and in Senior Management. A copy of our comment letter can be found by clicking here. In preparation for this response, CSCS undertook a consultation with our Members at open sessions held in Vancouver, Calgary and Toronto. The consultations were well attended and small, mid and large cap issuers were all represented. It was the consensus at these consultations that Best practice guidelines, together with mandated disclosure, are the ideal combination - allowing a Corporation to determine the appropriate path for it to reach gender diversity and ensure transparency to stakeholders. Members who participated in the consultations were divided in their views as to whether Corporations should be required to: (i) disclose their approach to gender diversity with reference to such best practice guidelines, explaining any differences ("comply or explain") or (ii) satisfy certain minimum best practice guidelines including a target percentage of 20% to 40% to be achieved over a five year or longer period. There was a consensus however, that requiring Corporations to explain their self-governing approach to implementing gender diversity practices in their senior management and on their boards, will result in clear and useful disclosure (rather than boilerplate language) and provide stakeholders with good information on each Corporation's views and commitments to creating gender diversity within their own organization.

 

Professional Development

On the professional development side, CSCS was pleased with the excellent turnout in early November at the Toronto session of our new two-day Corporate Governance Essentials Seminar. Over 60 attendees had an opportunity to attend this very interactive session and we received very positive feedback. One attendee wrote that: "It is, by far, the best presentation of this kind that I have ever attended, and provided information and strategies that I will be able to implement in assistance to my Board, Governance Committee and membership." We were also invited to provide this session in collaboration with the Barbados Stock Exchange this week in Bridgetown and we will be offering this workshop again in 2014 in both Calgary (May 2014) and in Toronto (November 2014), so stay tuned for our announcement of the official dates to mark your calendars. We will also be publishing a 2014 professional development calendar shortly, announcing the courses and sessions that CSCS will be running in 2014.

 

2014 Excellence in Governance Awards

CSCS is working on the 2014 Excellence in Governance Awards and the nomination period will open from early January 2014 until early April 2014. The award categories for the Excellence in Governance Awards for 2014 are as follows: 1. Best sustainability, ethics and environmental governance program; 2. Best use of technology in governance, risk and compliance; 3. Best approach to board and committee support; 4. Best shareholder engagement by a governance team; 5. Best practices in managing boardroom diversity; 6.Best overall corporate governance; 7. Joyce Borden-Reed distinguished contribution award; 8. CSCS (Peter Dey) Governance Achievement Award. We are also introducing a NEW award category in 2014: Best practices in value creation and strategic planning by the board. For more information on the award categories and the nomination criteria, click here. We encourage you to start thinking about nominating your organization for these awards or to nominate an organization that you feel should be considered. They are open to all companies: listed and non-listed, public, private and not-for-profit across all sectors in Canada.

 

2014 Annual Conference and 20th Anniversary

The 2014 Excellence in Governance Awards ceremony will take place on August 24, 2014 at the CSCS Annual Corporate Governance Conference at the Fairmont Banff Springs in Banff, Alberta. The 20th anniversary of CSCS will also be celebrated at this annual conference, so we hope that you mark your calendar for August 24-27, 2014 and will plan to join us for this momentous occasion. More details on the conference program will be announced in February 2014.

 

Sincerely,

Lynn Beauregard
President
Canadian Society of Corporate Secretaries

CONFERENCE UPDATE

 

2014 Annual Corporate Governance Conference 

 

Preparations for the 2014 conference (August 24 - 27 in Banff, AB) are underway.

 

A preliminary agenda will be announced in late February 2014 so stay tuned!

 

Call for sponsors

 

CSCS will once again be offering Annual Sponsorship opportunities. For 2014, it includes the Excellence in Governance Awards, conference, professional development, website, e-newsletter and a few other opportunities. We will also offer additional recognition for sponsors who commit to more than $50,000. Looking for more? Talk to us about customizing a package!


For the complete 2014 Annual Sponsorship package, click here.

Regards,

 

Tina Hutchinson
Manager, Events & Special Projects 


MEMBERSHIP NEWS

CSCS MEMBERSHIP RENEWALS   

It's time to renew your CSCS membership for 2014! We have appreciated your support this past year, and we look forward to your continued commitment in 2014.

Your CSCS membership helps advance the governance profession and supports corporate secretaries and governance professionals in many ways through:

  • Professional development sessions across all levels of experience;
  • Online discussion forums;
  • On-going discussion groups for practitioners from varying practice sectors;
  • An annual conference;
  • Governance Matters e-newsletter;
  • Professional networking opportunities; and

CSCS offers you the option to renew your membership online. Not only is it fast, secure and easy, it saves costs and is better for the environment. Take advantage of the CSCS' flexible and green option of online renewal by:

  1. Logging on to your profile at http://www.cscs.org/Content/Members/MemberProfile.aspx with your email and password. Can't remember your password? Reset it here http://www.cscs.org/Sys/ForgottenPasswordRequest;
  2. Following suggested actions on your profile screen; and
  3. Reviewing all information in your profile and revising as required

If you have questions about your membership profile or renewal payment, please contact pamela.smith@cscs.org.

 

Thank you for your continued support of CSCS.

 

Pamela Smith

Director, Membership and Administration

 

2013/14 CSCS Professional Development
Board Portals and Paperless Boardrooms 

Whether you're a corporate secretary, member of the board or a governance professional on a leadership team, you are part of a highly mobile, geographically distributed workgroup who needs routine access to confidential documents. You want that access not just while you're in your office but also when you're on the go. And just like board materials, those documents often are so sensitive that they are under some form of process control and, because users are frequently out of reach of helpdesk support, they require self-sufficiency, making ease of use paramount.

This dynamic has existed in boardrooms for years. A board portal can deliver a rich user interface with a fast viewer, hi-fidelity rendering, and range of annotation and editing options.

Join us as we discuss how to insure successful implementation and adoption of a board portal by providing your board members and leadership team an experience that is better than the paper based experience they have today.

Attendees will learn about:
  1. What to look for when evaluating board portals
  2. Risk and opportunities to going paperless
  3. Implementation success checklist
  4. Customer implementation insight
  5. Expanded use by company leadership

Presented by:  Brandon Korbey, VP Sales and Field Operations, BoardVantage and Cathy Rozman, Board Liaison Officer, Hamilton Health Sciences

 

Where and When : 
Vancouver: December 02 | Calgary: December 03 | Toronto: December 04
 
SECTOR ROUNDTABLE DISCUSSIONS CONTINUE...
CSCS is pleased to announce the continuation of our series of one-hour conference calls for various business sectors. These calls provide an opportunity for informal and interactive discussion of topics of interest among the participants. The discussion will focus on governance practices and  current issues, including policies and procedures 

 

We encourage all participants to raise any other topics that are of interest to you and your organization. For your convenience, you can submit a question or discussion topic prior to the call to pamela.smith@cscs.org

 

MARK YOUR CALENDARS AND REGISTER TODAY

COST - The registration for these conference calls is free. Members only. To find out more information, please contact Pamela Smith: pamela.smith@cscs.org


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 responses will be appreciated.

 

Board and Committee Meetings

Does anyone hold their board and committee meetings on the same day? If so, please advise the process you use.

CE credit requirements for board members?

Does anyone know of a board that requires a certain number of director education course hours (or governance related CE credit hours)? Could you share the number if so?

Board of Directors Procedures Manual

We have been asked to develop a Board of Directors Procedures Manual. This Manual would be in addition to the existing Board of Directors Charter, Statement of Corporate Governance Practices and Board Policies.

Does anyone have a Manual template, or know of a template that they would be willing to share with us or direct us to.

Individual Director Assessments

We are a crown corporation of about 600+ employees and are looking for best practices for individual director assessments. What are some of the tried and true methods for assessing directors of boards individually? Peer feedback? Third party assessment? Self-evaluation? What are some of the advantages and disadvantages of third party vs. self vs. peer evaluations? Does anyone have any sample questionnaire that has been effective for them? Is their a ballpark fee that can be expected for assessments conducted by third parties?

Also, we would love few reputable names of local Canadian (preferably in the Atlantic provinces) companies who can provide that third-party service. Does anyone have experience with a company that they'd be willing to share a referral for?

Procedures for meetings and organizations

We are a small not-for-profit organization that has been following "Robert's Rules of Order" but I have recently been informed that it is American. A Canadian version is Kerr and King, "Procedures for Meetings and Organizations". Can you please advise what guidelines are used in Canada?

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
Canadian Securities Regulators Propose New Exemption for Distributions to Existing Security Holders
Canadian Securities Administrators

Vancouver - The securities regulatory authorities in British Columbia, Alberta, Saskatchewan, Manitoba, Qu´┐Żbec, New Brunswick, Nova Scotia, Yukon, Northwest Territories, Nunavut, and Prince Edward Island today published for comment a proposed prospectus exemption that would, subject to certain conditions, allow issuers listed on the TSX Venture Exchange (TSX-V) to raise money by distributing securities to their existing security holders.

Read More

Best Buy, GE headline corporate governance awards
Corporate Secretary

New York, November 15, 2013 - Corporate Secretary is pleased to announce the winners of the Corporate Governance Awards 2013, the prestigious and highly coveted awards recognizing excellence in governance, risk and compliance for companies across North America.

Read More

BCE awarded Best Overall Corporate Governance - International by Corporate Secretary
The Wall Street Journal

BCE Inc. is pleased to announce that it has been honoured with the Best Overall Corporate Governance Award - International at the sixth annual Corporate Secretary Corporate Governance Awards in New York.

Read More

CSA Initiate Consultation on Proxy Voting Infrastructure
Stikeman Elliott LLP.

On August 15, 2013, the Canadian Securities Administrators (CSA)(http://www.securities-administrators.ca/) initiated a public consultation (http://www.osc.gov.on.ca/documents/en/Securities-Category5/csa_20130815_54-401_proxy-voting.pdf)process that seeks to examine issues affecting the integrity and reliability of the Canadian proxy voting infrastructure. In outlining the rationale for more active securities regulatory involvement in this area, the CSA cited their concern with the lack of confidence expressed by some issuers and investors in regards to the reliability of the proxy voting system, particularly given the fundamental role of the system in the legitimacy of shareholder voting and fostering confidence in the capital markets.

Read More

ISS Announces Key 2014 Draft Policy Updates
Bennett Jones LLP

Institutional Shareholder Services (ISS), an influential proxy advisory firm, released three proposed updates to its Canadian proxy voting guidelines. The proposed updates relate to director overboarding, pay for performance quantitative screen and problematic audit-related issues. ISS is seeking feedback from market participants to finalize these updated guidelines, which will be published in November 2013 and will apply to shareholder meetings of publicly traded Canadian companies occurring on or after February 1, 2014.

Read more

Directors: Who Qualifies and Who is Ineligible under the New Canada Not-for-profit Corporations Act?
Borden Ladner Gervais LLP

The new Canada Not-for-profit Corporations Act ("CNCA") sets out specific qualifications for directors of corporations incorporated or continued under the CNCA.

Directors must be:
  1. individuals (not corporations or other persons);
  2. at least 18 years old;
  3. not bankrupt; and
  4. not declared incapable by a court in Canada or in another country.

Read More

Is parent company liable for crimes of foreign subsidiary?
Saxe Law Office

The Ontario Superior Court has dismissed Hudbay Minerals' motion to strike out the claims against it, and its subsidiary, for rapes and other human rights abuses allegedly committed in Guatemala. The Court concluded that the plaintiffs' claim, that the Canadian parent company is liable, in Canada, for the subsidiary's security personnel's crimes in Guatemala, will not necessarily fail at trial.

Read More

Canada and Ontario's New Not-for-Profit Legislation - What Changes Should You Expect?
Minden Gross LLP

The law has drastically changed for the not-for profit ("NFP") corporation with the enactment of the Canada Not-for-Profit Corporations Act ("CNCA") and the passing of the Ontario Not-for-Profit Corporations Act ("ONCA"). CNCA came into force on October 17, 2011 and it affects NFPs incorporated federally. ONCA is expected to come into force on July 1, 2013 and will affect all NFPs incorporated in Ontario.

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

 

Dawn Moss
(Vice-Chair)
Executive Vice President, Administration & Corporate Secretary
Eldorado Gold Corporation
Vancouver, BC
 
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 
President and Chief Executive Officer
First Uranium Corporation
Toronto, ON
 
Margaret (Meg) Comiskey 
Manager, Policy and Research and Assistant Corporate Secretary
Vancouver Airport Authority
Vancouver, BC
 
Gina DeVeaux
Assistant Corporate Secretary
Purolator Inc.
Mississauga, ON
 
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:-

Assistant Corporate Secretary Subsidiaries, Great-West Lifeco Inc.
 
Assistant Corporate Secretary, Great-West Lifeco Inc.
 
Coordinator of Board Documentation, Canadian Pacific

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

 

CANADIAN SOCIETY OF CORPORATE SECRETARIES

 

Board Portals & Paperless Boardrooms - Breakfast Session


Vancouver: December 02, 2013
Calgary: December 03, 2013
Toronto: December 04, 2013


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
 
CCH CANADIAN
 
December 5, 2013 - Wolters Kluwer CCH Webinar - Nathan's Company Meetings: Contentious issues at board, members and shareholders' meetings  
 
January 16, 2014 - Wolters Kluwer CCH Webinar - Privacy in the Workplace

15% discount for CSCS members, select CSCS from the drop down menu when registering online or mention CSCS if registering by phone.
Publications

 

Canadian Corporate Secretary's Guide


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. 

 

Pricing for 2013 is as follows:

  • Print - $1,200

  • Online - $1,500

  • Print + Online - $1,680

To order, contact CSCS by email at info@cscs.org


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 (excluding 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.

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.

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