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Newsletter of the Canadian
Society of Corporate
Secretaries | |
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 Dear
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
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The Corporate Secretary's
Role in Achieving Board Excellence: Making Your
Board a True Asset to Your Company
Beverly
Behan
Founder, Board Advisor,
LLC |
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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 |
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Advising
and Guiding Boards and Directors in a New Age of
Governance
Carol
Hansell
Senior Partner, Davies Ward
Phillips & Vineberg
LLP |
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Corporate
Governance and Financial Accountability After
the Global Financial Crisis - An
Update
Richard
Leblanc
Associate Professor, Faculty of
Liberal Arts & Professional Studies, York
University |
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Governance,
Accountability and Transparency in
Not-for-Profit and Crown
Organizations
Beth
Deazeley
Principal
Risk Oversight and Governance, Canadian
Institute of Chartered
Accountants
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Charlie
Fluit
Vice President, Corporate
Services and Chief Financial Officer, World
Vision Canada |
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Carrie
Roussin
Executive Director,
Governance Directorate, Treasury Board of
Canada |
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Corporate
Social Disclosure in Canada
Ed
Waitzer
Director, Hennick Centre for
Business and Law, York
Univesity
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Catherine
Gordon
President, SimpleLogic
Inc |
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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
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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.
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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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CSCS is pleased to provide
this exclusive preview of Listed Magazine's
inaugural issue
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A
New Emphasis on Director
Accountability
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.
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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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| 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
Bashir AbubakarFGGC
Bajoga Brenda Hughes Connacher Oil and
Gas Limited Carole
MackaayCarole PaquettePPP
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.
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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.
Corporate Secretary
Ornge Mississauga, ON Posted
on:July 07, 2010
Corporate Secretary
Namdo
Management Services Ltd Vancouver, BC
Posted on:June 18, 2010
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.
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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
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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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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.
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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. .
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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.
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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.
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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."
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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.
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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
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CIRI
Announces Certification Program for Investor Relations
Professionals
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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.
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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.
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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.
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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.
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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."
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| 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.
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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.
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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.
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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.
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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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