| THE NEWSLETTER FOR THE CANADIAN SOCIETY OF CORPORATE SECRETARIES |
JANUARY 2016 |
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| Dear ,  Happy 2016! To usher in the new year, I wanted to take this opportunity to announce some key dates and make sure you MARK YOUR CALENDAR for some important CSCS activities in 2016! Week of February 15th 2016: CSCS - Hay Group 2016 Corporate Governance Best Practices Survey launch
For the fourth year in a row, CSCS is teaming up with global management consulting firm Hay Group to conduct a comprehensive survey on corporate governance practices in the Canadian market. This survey assists both the Hay Group and CSCS in obtaining valuable insight into the current corporate governance landscape in Canada. Our '2016 Corporate Governance Practices Survey Report' will analyze corporate governance practices, trends and issues across Canada and the results will be presented at the annual conference in August. This survey also assists in creating a short-list of companies for each of the categories in the CSCS 'Excellence in Governance Awards'. If you are the Corporate Secretary or you are involved in managing the governance responsibilities for your organization, watch your inbox the to take part in this important survey! To take a look at the 2015 survey result, Click here.
March 1st 2016: Launch of the 2016 CSCS Excellence in Governance Awards
Nominations for the 4th annual Excellence in Governance Awards (EG Awards)will open on March 1st! This is your chance to be recognized for your organization's successes in governance, or to nominate another organization. The deadline for nominations will be May 31, 2016, the shortlist of finalists will be announced in early July 2016 and the award winners will be celebrated in November in Toronto. For more information on the awards, the categories, criteria and judges, Click here. August 21-24, 2016: 18th Annual CSCS Conference on Corporate Governance , Whistler, BC
We are already hard at work developing this year's conference program and we will be giving you a sneak peak in our February e-newsletter. Please also note that Early Early Bird registration will launch in early March 2016. In the meantime, make certain that you save the dates of August 21-24th and start looking into your travel and accommodations. CSCS has arranged for a preferential rate and room block at the Fairmont Chateau Whistler. For more details on the accommodations at the Chateau Whistler Hotel, Click here. November 15, 2016: Excellence in Governance Awards Ceremony - The Arcadian Court, Toronto
The winners of the EG Awards will be announced and celebrated at a dinner and awards ceremony on the evening of November 15th at the Arcadian Court in downtown Toronto. To learn more about last year's winners and the reasons why the judges felt they should win the 2015 awards, download the 2015 Judges' Report.
November 16, 2016: EG Award Winners and CSCS to open the Market
The TMX Group and CSCS' 2016 EG Award Winners will be opening the market on the morning of November 16th, followed by a roundtable discussion with the EG Award winners and judges.
2016 Professional Development seminars and workshops
We have kicked off our professional development agenda for 2015 with the following sessions that you or your colleagues might be interested in:
- Governance Boot Camp for Non-for-Profit Organizations
Toronto, February 19, 2016
- Meetings, Minutes and Resolutions - Also available as a webcast in Toronto, ON
Toronto, March 22, 2016 | Montreal, April 4, 2016 | Calgary, April 5, 2016 | Vancouver, April 15, 2016
- Excellence in Subsidiary Governance
Calgary, April 14, 2016 |Toronto, April 21, 2016
- Toronto Corporate Governance Exchange
Toronto, May 18, 2016
- Governance Essentials for the Corporate Secretary - 2 day Seminar
Calgary, May 30-31, 2016 | Toronto, November 14-15, 2016
Sincerely, Lynn Beauregard
President |
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Conference and sponsorship update
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| Become a 2016 CSCS sponsor! CSCS has launched a new Annual Sponsorship Package for 2016! Our package features opportunities for the Annual Conference, Excellence in Governance Awards, professional development sessions, the Governance Matters newsletter, as well as advertising on the website. We have kept the "classics" like hosting a session and exhibiting at the conference, but we've added a few new opportunities as well like advertising and event sessions. As an added bonus, we're also featuring the opportunity to customize and bundle for additional savings! Check out the complete package and details here. For information and booking, contact: Tina Hutchinson Director, Conference & Sponsorship |
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Welcome New CSCS Members!
It is with great pleasure that the Canadian Society of Corporate Secretaries (CSCS) acknowledges and thanks the following people for joining or rejoining the Society in the last 30 days. With the support and participation of members like you, CSCS is able to be a nationally recognized leader for information, education, advocacy and best practices in the field of corporate governance. Welcome to the Society, and thank you!
- Margaret Allison, Starlight Investments Ltd., Acton ON
- Jeffrey C Baldwin, President & CFO, Benefit Plan Administrators Limited, Montreal QC
- Nancy Brennan, Vice-President, Corporate & Compliance, Encana Corporation, Toronto ON
- Cori Compton, Manager, Corporate Governance, Pan American Silver Corp., Calgary AB
- Bruno Di Genova, General Manager, Relationship Management, Computershare Investors Services, Mississauga ON
- Marion Haggarty-France, University Secretary, University of Alberta, Edmonton, AB
- Olga Kasyanova, Manager, Corporate Affairs and Administration, GS1 Canada, Toronto ON
- Vanessa Romano, Legal Counsel & Corporate Secretary, PyroGenesis Canada Inc., Montreal QC
- Timothy Russwurm, Manager, Corporate Governance, Social Sciences and Humanities Research Council of Canada, Surrey BC
- Irene Schamhart, Board Secretary, Municipal Pension Board of Trustees, Edmonton AB
Pamela Smith
Director, Membership and Administration
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Membership renewal notices
Membership renewal notices are sent out 2 months prior to your anniversary date.
If you haven't received your notice, or have questions about your membership, renewal payment or require a credit card authorization form, contact Pamela Smith at the CSCS office.
Take advantage of the CSCS' flexible and green option of online renewal by:
- 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;
- Following suggested actions on your profile screen; and
- Reviewing all information in your profile and revising as required
If there are changes in your contact details, we would like to remind you to please update your membership profile online so that we can make certain that you receive your renewal notice and any other CSCS membership communication.
Thank you for your continued support of CSCS. Pamela Smith Director, Membership and Administration |
| The voice of corporate secretaries and governance professionals in Canada |
| 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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Representatives 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 membership fees, in Canadian dollars, are as follows (plus applicable taxes):
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| Visit our website - www.cscs.org - to learn more about CSCS membership and membership benefits. |
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.
Global Corporate Secretarial Services
I am looking for recommendations for companies that provide global corporate secretarial services. I have found a few companies on-line (Computershare, TMF-Group, PWC, Eversheds, Orrick). I was wondering if members could share good or bad experiences. My company has >100 entities/branches in 43 countries.
Electronic Document Management Systems
We are looking for the names of consulting companies that would help us scope out what our company needs in the way of an Electronic Document Management System. Can anyone help?
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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2015 Canadian investor survey
New insights into what investors want from disclosure |
| RR Donnelley and SimpleLogic
Our 2015 study of Canadian institutional investors asked whether or not they incorporate environmental, social and governance (ESG) issues into their investment decision-making - and if they do, how they do, where they get their information and how useful it is. |
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| TSX Provides Guidance on New Rights Offering Regime |
Goodmans LLP
The Toronto Stock Exchange (TSX) has published guidance (the "TSX Guidance") on its rights offering rules in light of the recent adoption by the Canadian Securities Administrators (CSA) of a new rights offering regime (the "CSA Amendments"). The CSA Amendments, which are intended to make rights offerings more accessible to issuers while maintaining investor protection, are detailed in our September 28, 2015 Update, CSA Finalize Proposed Amendments to Rights Offering Regime. |
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| SEC Reproposes Rule Requiring Disclosure of Payments by Resource Extraction Issuers |
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Osler, Hoskin & Harcourt LLP
The U.S. Securities and Exchange Commission (SEC) has reproposed a rule that would require SEC-reporting resource extraction issuers to disclose payments to the U.S. federal government and foreign governments relating to the commercial development of oil, natural gas or minerals. These annual disclosure requirements would be substantially similar to those recently introduced under Canada's Extractive Sector Transparency Measures Act (ESTMA) which apply to all issuers listed on a Canadian stock exchange and certain other issuers with connections to Canada.
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| Should Your Organization Stay under the ONCA or Continue to the CNCA? |
Miller Thomson LLP
Recently, the Ontario Ministry of Government and Consumer Services (the "Ministry") released an update regarding the status of the Ontario Not-for-Profit Corporations Act, 2010 ("ONCA"). The latest news is that the Ministry will give at least 24 months' notice before the ONCA becomes effective. Based on this announcement, the ONCA will not come into force before 2018. For the time being, the Ontario Corporations Act ("OCA") will continue to govern non-share capital corporations that are incorporated in Ontario.. |
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| Top board priorities for 2016 |
Norton Rose Fulbright LLP
With 2016 upon us, boards are likely to reflect on the organizational challenges they expect to face in the coming year, and to develop effective strategies to tackle these challenges. A recent EY publication anticipates that in developing these strategies, boards will focus their energies on addressing the following five critical challenges: |
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| 2016 Proxy Advisory Firm Voting Guidelines: Canadian Highlights |
Blake, Cassels & Graydon LLP
As an early step in preparing for the upcoming proxy season, issuers should familiarize themselves with the Canadian proxy voting guidelines recently published by Institutional Shareholder Services Inc. (ISS) and Glass Lewis & Co. (Glass Lewis). This bulletin briefly addresses certain of the updated topics covered by the
ISS benchmark policy recommendations and
Glass Lewis proxy guidelines with respect to issuers listed on the Toronto Stock Exchange (TSX) for the 2016 proxy season.
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Enterprise Risk Management
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Blake, Cassels & Graydon LLP
Shareholders, regulators, employees and other stakeholders expect management and boards of directors to avoid crisis situations, which are elevated in today's environment by the speed of technology, social media, increased shareholder activism, rapidly evolving regulatory requirements and opportunistic plaintiffs. Hackers, whistleblowers, activist investors and regulators also abound, and all seek opportunities that can be created by an incident that could have been prevented by a proactive approach. |
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| Do I Really Need A Shareholders' Agreement? |
Lindsay Kenney LLP
In many ways the relationship between the shareholders of a company is akin to that of a marriage. In both cases the parties involved set out with the best of intentions but there are bound to be both good and bad times as circumstances change along the way. One can think of a shareholders' agreement as being equivalent to a marital agreement for a company. You hope to never need it but will surely be glad it's there in case you do.
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| CIRI Works with Glass Lewis to Enhance the Quality of the Shareholder Vote |
Canadian Investor Relations Institute (CIRI)
CIRI is working with Glass Lewis to increase engagement with Canadian issuers, to enhance accuracy and transparency in the Canadian capital market and, ultimately, to improve the quality of the shareholder vote. In preparation for the 2016 proxy season, Glass Lewis is initiating a pilot of their Issuer Data Report (IDR) in Canada. The IDR includes information that will be used by Glass Lewis to inform its voting recommendations. CIRI encourages Canadian issuers to participate in this pilot in order to improve the accuracy of information that is used by institutional shareholders when voting on company matters. CIRI members are being offered pre-launch, priority access to the report. |
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| Canadian Board Members and Cyber Expertise: New U.S. Bill Proposes Board Level Cybersecurity Expertise - Could Canada Move in the Same Direction? |
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McCarthy Tétrault LLP
Lawmakers south of the border are seeking to force public issuers to disclose cybersecurity expertise at the board level in an effort to improve cybergovernance as the number of reported cyber risk incidents continues to climb. While the Canadian approach to date has been different, Canadian regulators have made clear their expectations that board-level involvement and engagement is, in their view, critical. Two U.S. Senators have proposed a bi-partisan bill that would require public issuers to disclose the cybersecurity expertise on the issuer's board of directors or explain why cybersecurity expertise on the board is not necessary
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Stay Connected
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CANADIAN SOCIETY OF CORPORATE SECRETARIES
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Governance Boot Camp for Non-for-Profit Organizations
Toronto, February 19, 2016 |
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Meetings, Minutes and Resolutions - Also available as a webcast in Toronto, ON
Toronto, March 22, 2016 | Montreal, April 4, 2016 | Calgary, April 5, 2016 | Vancouver, April 15, 2016> |
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Excellence in Subsidiary Governance
Calgary, April 14, 2016 |Toronto, April 21, 2016 |
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Toronto Corporate Governance Exchange
Toronto, May 18, 2016 |
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Governance Essentials for the Corporate Secretary - 2 day Seminar
Calgary, May 30-31, 2016 | Toronto, November 14-15, 2016 |
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| For complete list of CSCS events click here |
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| Women Get On Board |
Understanding Financials for Not-for-Profit Boards
February 24th, 2016 - Toronto, ON. |
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| 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.
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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! |
| Do you have a career opportunity that you would like to share with our readers? Click here for more details |
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| Recent Job Postings:- |
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Corporate Secretary
HSBC Bank Canada
Manager, Board Relation
CNIB |
Please login to www.cscs.org to view all the Job Postings. |
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David Masse
(Chairman of the Board)
Independent Director
Beaconsfield, QC |
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Janis McKenzie
(Treasurer)
Independent Director
Brampton, ON |
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Madeleine G. Bertrand
(Secretary)
Director, Corporate Affairs and ATIP Coordinator
Royal Canadian Mint
Ottawa, ON |
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Mary D. Batoff
President and Chief Executive Officer
First Uranium Corporation
Toronto, ON |
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Carmel Bellamy
(Chair, Membership Committee)
Associate Secretary and Sr. Director, Corporate Governance & Co-operative Relations
The Co-operators Group Limited
Guelph, ON |
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Brigitte Catellier
Corporate Secretary and Head of Governance
HSBC Bank Canada
Vancouver, BC |
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Misti Christensen
(Chair, Governance and Nominations Committee)
Manager Governance and Assistant Secretary
Nexen Energy ULC
Calgary, AB |
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Margaret (Meg) Comiskey
Manager, Policy and Research and Assistant Corporate Secretary
Vancouver Airport Authority
Vancouver, BC |
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Alain Dussault
(Chair, 2016 Conference Planning Committee)
Lawyer, Corporate Secretary's Office
Canadian National Railway Company
Montreal, QC |
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Glenn Keeling
(Chair, Sponsorship Engagement Committee)
Independent Director
Cobourg, ON |
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Sally Maziarz
Assistant Corporate Secretary
EPCOR Utilities Inc.
Edmonton, AB |
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Lynn Beauregard
(President)
Canadian Society of Corporate Secretaries
Toronto, ON |
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| 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. |
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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
[email protected]
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