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Newsletter of the Canadian Society of Corporate Secretaries
 
lynn imageDear Member 
 

This August 22 - 25, CSCS will be hosting delegates at the Fairmont Chateau Lake Louise in an event that promises to be our best conference yet.

The response to registration has been fantastic - over 180 delegates registered thus far, and still six weeks to go!

With expert panelists and speakers discussing top of mind issues, you won't want to miss out on this year's conference. Check out a few of the speaker highlights below.

If you have yet to register for the conference, don't miss out and register today!

Check out the sights and sounds of Lake Louise

We know you work hard throughout the conference so reward yourself with one of the social networking activities. There's the golf tournament, horseback riding, fishing, whitewater rafting and a grand tour of the Columbia icefields.

Book any of these ventures through Max West Marketing Inc. today by clicking here.
 
 
Tina Hutchinson
Manager, Events & Special Projects  
 
 

Conference Program Highlights
 
The Corporate Secretary's Role in Achieving Board Excellence: Making Your Board a True Asset to Your Company

Beverly Behan
Founder, Board Advisor, LLC

 
Evolving Roles, Responsibilities and Challenges for Corporate Secretaries and Governance Professionals

Dr. Chris Bart
Professor of Strategic Market Leadership, DeGroote School of Business, Principal and Lead Professor, The Directors College, McMaster University

 
Advising and Guiding Boards and Directors in a New Age of Governance

Carol Hansell
Senior Partner, Davies Ward Phillips & Vineberg LLP

 
Corporate Governance and Financial Accountability After the Global Financial Crisis - An Update

Richard Leblanc
Associate Professor, Faculty of Liberal Arts & Professional Studies, York University

 
Governance, Accountability and Transparency in Not-for-Profit and Crown Organizations

Beth Deazeley
Principal Risk Oversight and Governance, Canadian Institute of Chartered Accountants

 

Charlie Fluit
Vice President, Corporate Services and Chief Financial Officer, World Vision Canada

Carrie Roussin
Executive Director, Governance Directorate, Treasury Board of Canada
 
Corporate Social Disclosure in Canada

Ed Waitzer
Director, Hennick Centre for Business and Law, York Univesity
 

Catherine Gordon
President, SimpleLogic Inc
 
Keynote Address

David R. Beatty 
Conway Director, Clarkson Centre for Business Ethics and Board Effectiveness and Professor of Strategic Management, Rotman School of Management, University of Toronto
 
 
Chapter Update 
The B.C. Chapter of CSCS had a very successful Meet-and-Greet session on June 23, 2010!
 
Prospective, new and long-standing CSCS members had a chance to meet informally and chat about challenges at hand in their work environments, and a number of interesting ideas came forward for future meetings of the Chapter.  We wish to thank everyone for attending and especially Karen Dunfee, Corporate Secretary of Teck Resources, who hosted the session in the stunning "Headframe" meeting room kindly made available to the group by Teck Resources.
 
Everyone agreed that the B.C. Chapter has been a great way for local members to get together and that the Chapter sessions have provided helpful and relevant information on a number of topics.  It was noted that the Chapter provided valuable opportunities for networking and information exchange for Corporate Secretaries of reporting issuers and those attending the Meet-and-Greet from non-issuers also agreed that the Chapter could play a similar role for them.  The Chapter is in good hands with the appointment of two new Chapter Coordinators - Christina Swan and Purni Parikh - while Karen Dunfee and Patricia Parisotto will continue to provide on-going support and encouragement. 
 
All B.C. members of CSCS are encouraged to provide suggestions or ideas for future Chapter sessions either to Christina at swanc@shaw.ca or to Purni at pparikh@augustaresource.com.  Or look for them at the National Conference in Lake Louise in August....!

 
On behalf of the CSCS BC Chapter ,
Patricia Parisotto
Request for Assistance 
 
A Large company asks:
What are the rules for use of the term "Chief" in titling?  (e.g. "Chief Legal Officer" vs. "General Counsel")
 
If your organization has an individual responsible for corporate ethics and compliance, what is that person's title? (e.g. Ethics and Compliance Officer? Chief Ethics and Compliance Executive?)
 
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:                
Email:   
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.
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
 

 
CSCS is pleased to provide this exclusive preview of Listed Magazine's inaugural issue
 

News & Updates 
A New Emphasis on Director Accountability
WHO'SWHOLEGAL
 
Following on the heels of the worst financial crisis in decades, regulators and investors around the world have looked for solutions to the problems that hobbled the world markets in 2007 and 2008, and some responsibility for those problems has been consistently placed at the feet of corporate leaders.
Oil spill offers leadership lesson on accountability
Richmond Times-Dispatch
 
Disasters like the oil spill in the Gulf of Mexico are good for only one thing: the lessons they teach.
 
It is up to us, however, to find and learn these lessons. Otherwise, they will get lost in the tragedy and suffering. We can learn from the leadership failures of those at the top, as well as the actions of everyday leaders fighting to control and clean up the spill.
 
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July 09, 2010
In This Issue
Chapter Update
Advertising Opportunities
CSCS Welcomes New Members
Membership Benefits
Not-For-Profit News & Articles
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
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
 
Bashir Abubakar

FGGC Bajoga

Brenda Hughes
Connacher Oil and Gas Limited

Carole Mackaay

Carole Paquette
PPP Canada

Dionne Nguyen

Donna Bovolaneas
Atlantic Lottery Corporation

Jeffrey Haar
Brookfield Asset Management

John J. Kim
Capstone Mining Corp.

Linda Weinzettl
St Andrew Goldfields Ltd.

Liz Caridi
Rainy River Resources

Loretta Calliou
Metis Settlements General Council

Magda Galica
Savanna Energy Services Corp.

Mark Weseluck
Canadian Depository for Securities

Melinda Ando

Sajida Mehdi
Livingston International Inc.
 
 
 
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.
 
Corporate Secretary 
Ornge 
Mississauga, ON 
Posted on:July 07, 2010 

 
Corporate Secretary
Namdo Management Services Ltd  
Vancouver, BC
Posted on:June 18, 2010 
 
Senior
Manager, Governance
Watson Advisors Inc 
Vancouver, BC
Posted on:June 08, 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    

 

HRC Committees Webinar:
July 20, 2010
 
62nd IPAC National Annual Conference
Guardians of Our Communities, from Local to Global
August 22 - 25, 2010
Westin Hotel, Ottawa
 
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.
UN Global Compact and Global Reporting Initiative Announce New Collaboration 
Global Reporting Initiative
 
In a push to strengthen the quality of sustainability reporting in the corporate sector, the United Nations Global Compact and the Global Reporting Initiative (GRI) today announced an agreement to align their work in advancing corporate responsibility and transparency.
  
Proposed federal securities legislation moves Canada a step closer to capital market regulation at a national level
Canadian Securities Law
 
On May 26, 2010, the federal Department of Finance released its proposed Canadian Securities Act (the Act). The Act builds upon the Report released last year by the Expert Panel on Securities Regulation and represents the federal government's proposal for a harmonized national regime to govern capital markets. Following decades of deliberation by various panels and committees, publication of the proposed Act by the Canadian Securities Transition Office evidences this government's strong commitment to the establishment of a national securities regime and regulator.
.
 
US federal banking regulators issue final guidance on compensation 
Canadian Securities Law
 
The U.S. Federal Reserve, along with other banking regulators, issued final guidance yesterday "to ensure that incentive compensation arrangements at financial organizations take into account risk and are consistent with safe and sound practices." The guidance adopts three main principles, being that: (i) incentive compensation arrangements at a banking organization should provide employees incentives that appropriately balance risk and financial results in a manner that does not encourage employees to expose their organizations to imprudent risk; (ii) these arrangements should be compatible with effective controls and risk-management; and (iii) these arrangements should be supported by strong corporate governance, including active and effective oversight by the organization's board of directors.
  
Say on directors

Financial Post
 
The trend toward increasing shareholder empowerment or "democracy," fuelled by the growth of institutional ownership, has been dramatically accelerated by the recent financial crisis. Ironically, it is arguable that a direct causal relationship between the crisis and the short-term focus of many fund managers led to excessive risk-taking.
 
Analysis: Corporate Governance 
Who's Who Legal
 
In February 2009, the same month as the last edition of this publication was released, the Organisation for Economic Co-operation and Development (OECD) published a damning report entitled "the Corporate Governance Lessons from the Financial Crisis", in which it stated "The financial crisis can be to an important extent attributed to failures and weaknesses in corporate governance arrangements."
  
The UK Stewardship Code
Financial Reporting Council
 
The UK Stewardship Code was published in July 2010. It aims to enhance the quality of engagement between institutional investors and companies to help improve long-term returns to shareholders and the efficient exercise of governance responsibilities by setting out good practice on engagement with investee companies to which the FRC believes institutional investors should aspire.
 
Most companies ignore social goals in setting CEO pay
The Globe and Mail
 
Our Corporate Social Responsibility Survey looks at the balance between the price of top talent and good corporate citizenship
  
CIRI Announces Certification Program for Investor Relations Professionals 
 
Provision Allows SEC to Give Shareholders a Bigger Voice
The Wall Street Journal
 
A provision in the financial-overhaul bill clears the way for federal regulators to make companies give shareholders a bigger voice in electing corporate directors.
But business lobbyists said Friday they would keep fighting to restrict investors' input should the bill pass.
  
CSA Multilateral Consultation Paper 51-403
Canadian Securities Administrator
 
A Canadian Securities Administrators consultation by the securities regulatory authorities of
Alberta, British Columbia, Manitoba, New Brunswick, Nova Scotia and Saskatchewan. Although Ontario and Québec are not fully participating in this consultation, they are encouraging their market participants to review the proposals and provide comments.
 
SEC, AMF and OSC sign regulatory cooperation arrangement
Canadian Securities Law
 
On Monday, the U.S. Securities and Exchange Commission (SEC), Quebec's Autorité des marchés financiers and the Ontario Securities Commission (OSC) announced the signing of a memorandum of understanding to facilitate the supervision of regulated entities that operate on a cross-border basis. The parties intend to consult, cooperate and exchange information related to the supervision and oversight of such regulated entities and the MOU is intended to support and facilitate such cooperation.
  
Corporate Social Reporting Initiative:A Report to the Minister of Finance
The Hennick Center for Business and Law
 
The Hennick Centre for Business and Law and Jantzi-Sustainalytics have submitted recommendations to the Minister of Finance on how the Ontario Securities Commission (OSC) can begin to improve corporations' disclosure of their social practices. 

In their report, Corporate Social Reporting Initiative, produced with the generous support of the Association of Certified Chartered Accountants (ACCA), the Hennick Centre and Jantzi-Sustainalytics address the reasons and scope for and the regulation of corporate social reporting, which applies to topics such as human and labour rights, employee health and safety, local community development, and product safety.  The Hennick Centre and Jantzi-Sustainalytics recommend that the OSC clarify existing disclosure obligations to indicate the need to consider the materiality of social issues to investors' decisions and long-term corporate performance.  They also recommend that the OSC facilitate continued dialogue among relevant stakeholders in order to support a shift toward more standardized metrics and reporting in this area.
 
Banks and governance
Global Brief
 
Brian Milner, a Toronto Globe and Mail Report on Business columnist, reported today on Boston University Professor Williams' positive comments on Canadian banks and regulatory system. According to Williams: "What I find so fascinating about Canada is the fact that throughout the whole system, not just the oversight system, not just the bank executives themselves, but also the customers, there is risk aversion."
  
Not-For-Profit News & Articles
An Analysis of Ontario's new Not-For-Profit Corporations Act Bill 65
gowlings:Government Briefing Bulletin
  
Ontario's Bill 65, the Not-For-Profit Corporations Act, 2010 (the New Act or the Bill) was recently introduced, as expected after the Province's consultations with the not-for-profit sector over the course of several years and the passage of the Canada Not-For-Profit Corporations Act, 2009 last year.    
 
The New Act is designed to apply over a period of three years to most of the corporations that are governed by the Ontario Corporations Act (the  Current Act ), including those created by special legislation. The exceptions include insurance companies and companies with objects "in whole or in part of a social nature" (a  Social Corporation), which are subject to special transitional rules.[1] Co-operatives and business corporations will continue to be subject to their own Acts.
 
 
Ontario HST: what every not-for-profit organization and charity needs to know
Borden Ladner Gervais LLP (BLG)
 
 
On July 1, 2010, Ontario will join Newfoundland and Labrador, Nova Scotia and New Brunswick in implementing the harmonized sales tax ("HST"). Whether you support the idea of HST or not, all organizations operating in Ontario must prepare for the sales tax reform or risk costly errors in the future.
 
 
Changes to cross-border giving: the Finance Act 2010 and its implications for charities
FARRER & Co 
 
Changes brought in by the Finance Act 2010 are likely to have a significant impact for European charities and philanthropy. They will enable UK donors to make tax-efficient donations to charities in the EU, Norway and Iceland and those charities to claim other UK tax breaks. It is hoped that these changes - and equivalent changes in other member states - will encourage cross-border charitable giving throughout Europe. However, they impose an additional regulatory and administrative burden on UK charities and may have far-reaching consequences in terms of the relationship between HMRC and the charity sector.
 
Bill 65 - Top Ten Things You Should Know About the New Ontario Not-For-Profit Corporations Act, 2010
Borden Ladner Gervais LLP (BLG)
 
 
On May 12, 2010, the Ontario Government introduced Bill 65, the new Not-for-Profit Corporations Act, 2010 (the "NFPCA"). The stated purpose of the NFPCA is to modernize the legal framework for Ontario's 46,000 provincially incorporated not-for-profit corporations ("NFPs"). The proposed legislation follows the federal Not-for-profit Corporations Act which received Royal Assent in June 2009 (not yet proclaimed in force) and which made similar reforms to the legislative scheme applicable to federally incorporated not-for-profit corporations. 
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.