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 20^th 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

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?

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