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Newsletter of the Canadian
Society of Corporate
Secretaries |
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 Dear
CSCS Member and Friends;
August is a month
of heightened excitement and much activity at the
CSCS office, since it marks our important annual
rituals. For one, we hold our annual
strategic planning meeting, a unique opportunity
for our board and staff to be face-to-face. This
time together each year gives us a chance to
review, regroup and take note of our successes,
challenges, and to outline new directions to
continue to reinforce CSCS' place in the Canadian
corporate governance landscape. August also
marks the month for our annual general meeting of
members, allowing us share our accomplishments
with our members and usher in the new year as well
as the new Board of Directors and the scope of our
go-forward initiatives.
Certainly not the
least of the projects that these last twelve
months culminate to in August is our CSCS Annual
Conference. In its twelfth year now, this
event has truly helped shape and define the
reputation and influence of CSCS. This year,
it appears that we will in fact be breaking new
records at our event in Lake Louise (August
22-25), as we are expecting the highest attendance
levels yet in the history of the conference, our
sponsorship support has already surpassed that of
preceding years and we are welcoming the highest
ever number of first time
attendees.
As I take a backward
glance, I am appreciative of the fact that this
has been a momentous time for CSCS.
Alongside many organizations, CSCS has had to face
serious and unpredictable challenges as a result
of the economic downturn over this past year and a
half. We have not only stayed the course but
have been able to rise above these recent
tides. CSCS's ability to weather the storm
is due in large part to having an incredible group
of capable and passionate people on its Board
providing guidance and direction and a constant
flow of support and appreciation to myself and to
our
staff.
I am therefore very
sad to have to say farewell to three of our most
seasoned board members, whose contributions since
their election in 2002, have helped shape the
success of CSCS: Karen Dunfee, Corporate
Secretary, Teck Cominco Limited, Vancouver
BC. Karen has represented the interests of
our membership in BC; Joan Wilson, VP &
Corporate Secretary, Sun Life Financial Inc.,
Toronto ON. Joan was also our Treasurer; and
Sylvia Groves, Governance Advisor, GG
Consulting, Calgary AB, who was our Board Chair
for the past 4 years. These three
individuals have been pillars of sound wisdom and
have been champions for CSCS over their years of
service. On behalf of the board and the
organization, we express our deepest appreciation
to each of them for their outstanding service and
enduring contributions to the success of
CSCS. I
invite you to take note of our website for more
highlights on the conference - coming up in just
two weeks. There is still time to
register! I hope to have the pleasure of
your presence in Lake Louise and particularly at
the AGM on August
23rd.
Lynn
Beauregard
President |
 In just two weeks CSCS will
be hosting the 12th Annual Corporate Governance
Conference at the Fairmont Chateau Lake Louise.
With over 260 delegates registered so far, we're
fast approaching record-breaking
attendance.
Not registered yet?
Not to worry, registration is still open. But
don't put it off too much longer - capacity is
limited - so click here now to reserve your
spot.
And here is what we
have in store for
you...
Our opening reception
and gala dinner on Sunday evening, courtesy of
Corporatek, has entertainment
lined up that is sure to get you piped, er pumped,
and will definitely make you laugh out
loud.
Monday's workshops
and keynote sessions are relevant to all
organizations and should not be missed. Check out
the full program details here. Monday night is a
"free evening". Delegates will be transported from
Lake Louise to Banff to enjoy a dinner out on the
town at their leisure. Return transportation will
be provided.
Tuesday's program
offers streamed sessions that have more relevant
content to participants from all sectors. Are
there concurrent sessions where both are of
interest to you? Attend one and, courtesy of
Chorus Call Canada, catch the
other session via webcast after the
conference.
The Tuesday activity,
courtesy of Laurel Hill Advisory
Group, will take you back to the days of
the Wild, Wild West - BBQ dinner at Brewster Barn,
cowboy hats, bandits and bandanas, line dancing
and more! You won't want to miss this social
networking.
Wednesday, our
half-day on the conference schedule, brings you
David R. Beatty for a breakfast keynote. Then,
brush up on your skills and improve your
performance with sessions on board committees and
project management for corporate
secretaries.
The success of a
conference of this magnitude is due to the
continued support of our sponsors. Each year CSCS
is very fortunate to bring on great sponsors and
partners and we greatly appreciate all that they
do - thank you
sponsors!
We can't wait to see
you all in Lake
Louise.
Manager,
Events & Special
Projects |
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Thank you to our
sponsors for their generous
support
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| Request for
Assistance
A small
public traded company asks:
I
would appreciate information on any policies,
procedures, guidelines or advice regarding the
secure use of digital or electronic signatures
on directors' consent resolutions and
contracts.
Please
send all responses to info@cscs.org. In
order to provide information that is more
comprehensive to our members, please use the
following format to
respond.
Contact
Name (optional):
Email
(optional):
Company
Type: (i.e. publicly traded,
crown corporation, not-for-profit,
government)
Company Size:
(i.e. small,
medium, large issuer
based)
Responses
will be collated and then forwarded to the members
at a later date, as well as being posted on the
CSCS Request for Assistance Section in the Members
Only area of the website.
To
view responses to previous Request for
Assistance, click here
or login and
click
on Members Only Section > Request for
Assistance
Responses.
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Call
for Entries
Chartered Accountants of
Canada's Corporate Reporting Awards
Do you take pride in
your corporate reporting? Are you looking to
raise the bar even further? The Chartered
Accountants of Canada's Corporate Reporting Awards
is an opportunity to see how your organization
stacks up with others that share your commitment
to excellence.
Both public-sector
and private-sector companies are eligible to
enter. Entrants receive written feedback
from our panel of expert judges providing insights
into best practices and ways to improve in all
areas of corporate reporting.
Find out the two simple steps required to
enter.
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Get On
Board
The Canadian
Board Diversity Council (CBDC) 'Get on
Board' 2010 Education Program is designed
to complement existing director education
programs. The CBDC mandate includes equipping
board-ready and high-potential diverse candidates
with the tools to pursue board
placement.
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Financial
reform bill imposes significant new executive
compensation and corporate governance
requirements
Morgan
Lewis
On July 15, Congress passed a
final version of the Dodd-Frank Wall Street Reform
and Consumer Protection Act (the Act), which is
expected to be signed into law by President
Obama
in the near future. The Act imposes new disclosure
requirements and significant new substantive and
procedural executive compensation requirements,
many of which are immediately
applicable. While the Act is primarily focused on
reform of business practices of financial
institutions, the executive compensation
provisions of the Act will apply,
in whole or in part, to almost all publicly traded
companies, with additional restrictions applicable
only to financial
institutions.
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The
Ins and Outs of Successful CEO
Transitions
Directorship
A distinguished panel of
directors and Korn/Ferry International executives
discussed the strategies boards should employ and
avoid when instilling a CEO succession plan for
their
company. Of course, tactics vary depending on
company size, structure and industry and our panel
covers that spectrum. NACD Directorship President
and Publisher
Christopher
Y. Clark moderated the
discussion.
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Risk
and Reward: Social Media Deserves the Investment
of IR's Time
IR Alert
For the investor relations
professionals, social media can be risky business:
The speed and velocity at which a single executive
Tweet can circulate the Web is both amazing and
frightening. Because words can-and do-impact share
price, or perhaps because they can draw the ire of
regulators, IR has developed a long standing
conservative professional culture steeped in a
methodical and considered approach to
communications. As such, IR has been slower than
its peers in marketing or PR peers in adopting
social media for financial
communications.
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Important
Considerations for Canadian Companies Dealing with
Chinese Investors
McCarthy
Térault
In
recent years, more and more Chinese enterprises
are making investments in Canada. Such investments
are taking various forms, including acquisition of
the target Canadian corporation or business,
acquisition of majority control in the target
Canadian corporation or its business, or entering
into a joint venture and becoming a major but
non-controlling shareholder of the target Canadian
corporation or business. The purpose of this
article is to set out briefly a "Top 10" list of
matters for Canadian companies to consider in
dealing with investors from
China.
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| Advertising Opportunities
Are you interested
in advertising your company on CSCS's website and/or
monthly e-newsletter?
For just $300.00
(plus HST) annualy, visibility can be yours on
either the CSCS website or the monthly e-newsletter
which goes out to our members and our network of
contacts.
For those interested
in advertising in both to increase
their visibility, a package rate of $50.00 (+
HST) per month, or an annual charge of $500.00 (+
HST) is available.
Press release
or advertorials can also be posted on the
monthly e-newsletter. Rates are $150 (+ HST) per
banner ad per newsletter, or $1,000 (+ HST) per
year. $350 for an
advertorial or advertising article.
CSCS's monthly
enewsletter has a circulation of over 5,000 including
members and other governance professionals. For
advertising, or for further inquiries, please email
info@cscs.org. |
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Welcome
to New Members
Alan Ahlgren
First Coal
Corporation
Kristina
Germain
Merrill Lynch Canada
Inc.
Ray
Hall
Merrill Corporation
Canada
Kim
Jackson
Niska Gas Storage Partners
LLC
Stan
Magidson
Institute of Corporate
Directors
Steven
Scott
Ram Power,
Corp.
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| Board of
Directors
Vice President,
Legal & Secretary First Uranium Corporation
Toronto ON
Lynn
Beauregard (President)
Canadian Society
of Corporate Secretaries
Toronto
ON
Karen Dunfee
Corporate
Secretary
Teck Cominco Limited
Vancouver BC
Sylvia
Groves (Chair)
Governance
Advisor
GG Consulting
Calgary
AB
Daryn
MacEachern (Secretary)
Assistant
Corporate Secretary
Talisman Energy Inc.
Calgary
AB
David
Masse (Vice Chair)
Assistant Corporate
Secretary
CGI Group Inc.
Montreal
QC
Janis
McKenzie
Manager
Sun Life Financial
Inc.
Toronto
ON
Corporate
Secretary
Discovery Capital
Management Corp
Vancouver
BC
Laurel
Savoy
VP Trust
Services
CIBC Mellon
Trust
Toronto
ON
Joan
Wilson (Treasurer)
VP & Corporate
Secretary
Sun Life Financial
Inc.
Toronto
ON |
Job Postings
Do
you have a career opportunity that you would like to
advise our members? We invite you to send
your posting for distribution to members
(and friends) of the Canadian Society of Corporate
Secretaries.
 Click
here
for more details Please
login to www.cscs.org
to
view recent Job Postings.
Executive/Board
Secretary
The Canadian Health Food
Association
Toronto, ON
Posted on: August 03,
2010
Manager, Subsidiary Services
CIBC
Posted on: August 03,
2010
Corporate Secretary
Tarion Warranty Corporation
Toronto, ON
Posted on: July 12,
2010 |
Membership Benefits
· Advocacy
·
Networking and Contacts
· Membership Directory
· Information Resources
· Professional Development
· Research Library
· Access to Employment
Opportunities
To learn more about our membership benefits visit www.cscs.org.
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Events
& Workshops
Institute of Corporate
Directors
Events are also listed on the
ICD website.
Brown
Governance
Corporate
Governance Seminar
October 27, 2010
Location: Royal York Hotel,
Toronto
62nd
IPAC National Annual Conference
Guardians of
Our Communities, from Local to Global
August 22 - 25,
2010
Westin Hotel, Ottawa
CIRI's
Essentials of Investor Relations
September
20 & 21, 2010
The Westin Calgary
Calgary,
Alberta
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Publications
Chartered
Secretaries Canada offers publications that may be of
interest to CSCS Members
Practical
Guides for Strategic Governance
The first
guide, Understanding Your Board of Directors, of this
popular series is now available in English for
$19.95.
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Notice
2010
Subscription fees for the Canadian Corporate Secretary's
Guide.
Format (CSCS
Price)
Loose-leaf ($686.00)
CD ($686.00) To
order, contact the CSCS National Office (info@cscs.org)
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Canadian
Securities Regulators Propose Regulatory Regime for Credit
Rating Organizations
Canadian Securities
Administrators
The Canadian Securities Administrators (CSA)
has published for comment proposed National Instrument 25-101
Designated Rating Organizations and related consequential
amendments, which are aimed at introducing securities
regulatory oversight of credit rating
organizations.
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TSX
Adopts New Rules Relating to Acquisitions of or by Listed
Investment
Funds
Blakes
The Toronto Stock Exchange
(TSX) published a notice (the Notice) indicating that it has
adopted amendments (the Amendments) to the TSX Company Manual
relating to the acquisitions of, or by, investment funds that
are listed on the TSX. The mendments were originally published
by the TSX for public comment in a request for comments on
November 13,
2009.
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CSA
Review Shows Issuers are Improving Disclosure on IFRS
Transition
Ontario Security
Commission
The Canadian Securities Administrators (CSA)
today published Staff Notice 52-326 IFRS Transition Disclosure
Review, showing an improvement in the quality of disclosure by
reporting issuers on their upcoming transition to
International Financial Reporting Standards (IFRS), as
provided in their 2009 annual Management's Discussion &
Analysis
(MD&A).
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Ottawa
must move on national regulator
The Globe and
Mail
The gloves are finally coming off in the
federal government's push for a national securities
regulator.
Opposition from three provinces - Quebec,
Alberta and British Columbia - has blocked creation of a
single market watchdog, and preserved an archaic system that
Tom Hockin correctly described Monday as "too slow, too
cumbersome and too
expensive."
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CDS
Clearing and Depository Services (CDS) makes new sample trust
indenture available
CDS
To help
end the paper chase and advance dematerialization in Canada's
capital markets, CDS has published a new sample trust
indenture. Trust indentures can be used in the issuance of
debt securities and typically require that a paper certificate
evidence ownership. The sample that CDS is making available
for reference was developed in conjunction with the transfer
agents' corporate trustees and incorporates dematerialization
concepts such as electronic payments and book-entry-only
issuance.
This sample document can be used as a basis
for discussion between issuers, their legal counsel and
trustees.
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| Not-For-Profit News &
Articles |
HST
and charities/NPOs: what you don't know can hurt
you
Miller
Thomson LLP
The HST is upon us. HST will now apply in
Ontario and British Columbia as well as Nova Scotia, New
Brunswick and Newfoundland. The HST means more taxes to pay
for your organization. Have you thought about how the HST will
impact you from a strategic perspective? Are you ready to
self-assess tax where necessary so you can avoid interest and
penalties? Are you sufficiently knowledgeable to ensure that
you will be charged the right amount of tax?
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Ontario
Announces New Initiative with Not-for-Profit
Sector
A lot
is happening in the not-for-profit sector that is new and
different these days. Social entrepreneurs are
everywhere (a good thing) and there is much talk about how
charities and existing organizations can generate revenues and
support in new and different ways. Included in these
discussions are conversations about new corporate structures
and other new initiatives required. These discussions
are being carried out across the country and at different
levels of government. All of this is very exciting and
indicative of the fact that change of some nature is in the
offing.
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Ontario
Harmonized Sales Tax - Charities and Not-for-Profit
Sector
Ginsberg Gluzman and Fage Levitz,
LLP
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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. |
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This e-bulletin 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.
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