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Newsletter of the Canadian Society of Corporate Secretaries
President Message
lynn imageDear 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.
 

Best, 
 
 
Sponsors1
Lynn Beauregard
President
 
Conference Update
Sponsors1In 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. 
 
Safe travels!
 
Tina Hutchinson
Manager, Events & Special Projects
 

Thank you to our sponsors for their generous support


Premier Sponsor:

Casual Evening: Conference Webcast:

 
  Cowboy Hats:
Room Keys:  
 
Name Badges: Conference Bags: Water Bottles:

       
     
 

 

Partners:

 
 
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)  
Response:
 
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.
Call for participations 

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.

 

 
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.

For more detail click here
 

 
News & Updates 
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.
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.
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.
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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August 10, 2010
In This Issue
President Message
President Message
News & Updates
Advertising Opportunities
CSCS Welcomes New Members
Membership Benefits
Not-For-Profit News & Articles
About CSCS
 
Join Our Mailing List
Quick Links
 
Not A Member
 
Job Postings
 
Request for Assistance
Advertisers 
 
BoardVantage
 
 
CIBCMELLON
 
 
ICSA Software
 
Sponsors1
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. 
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.
 
Welcome!
Board of Directors
 
Mary Batoff
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
 
Patricia Parisotto

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.   
 
CheckClick 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
.  
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
 
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. 
 
CheckVisit ICSA's online book store to order.
Notice
 
2010 Subscription fees for the Canadian Corporate Secretary's Guide.

Format              (CSCS Price) 

Loose-leaf          ($686.00) 
CD                    ($686.00)
Online                ($686.00)
CD & Online         ($1029.00) 
 
 
To order, contact the CSCS National Office (info@cscs.org)
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.
 
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.
     
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).
 
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."
     
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.
     
Read/download the new sample trust indenture from CDS's website at: www.cds.ca/dematerialization (in the Legal Documents area).
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? 
 
Ontario Announces New Initiative with Not-for-Profit Sector
Miller Thomson LLP

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.
 
Ontario Harmonized Sales Tax - Charities and Not-for-Profit Sector
Ginsberg Gluzman and Fage Levitz, LLP
 
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-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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