Governance matters image
Newsletter of the Canadian Society of Corporate Secretaries
lynn imageDear Usha 
I am delighted to announce that we have now kicked off our official registration page for the 12th annual CSCS Conference!

Our first ever 'Early' Early Bird discount was a huge success and our registration count is already impressive. If you missed the 'Early' Early bird deadline of May 3rd, the good news is that we still have the Early Bird discount in place until June 25th. 

I thought I'd take advantage of this opportunity to outline some of this year's program highlights. The conference themed 'Scaling New Heights: Governance in a Changing Landscape' is being held August 22 to 25, 2010 at the Fairmont Chateau Lake Louise Hotel in Banff National Park, Alberta and will once again deliver on all fronts with:
  • A jammed packed program of sessions addressing key issues in governance across all sectors (Publicly traded organizations, Crowns, Not for Profits). 
  • A cast of high profile industry leaders and experts, governance practitioners and academics to provide the most significant updates and best practices.
  • A social program that is again sure to provide many fun networking opportunities for you to get to know your fellow delegates. 
  • A pre- and post-conference tour program that will provide a variety of options for you (and your family should you choose to bring them along) to take in the full splendor of our surroundings located within a UNESCO World Heritage Site. 
  • A golf tournament to kick things off for those who prefer to work on their game at one of the most beautiful courses in the country  -  Banff Springs Golf Club  
Our agenda topics will cover: 
  • The Corporate Secretary's role in achieving board excellence: making your board a true asset to your company
  • Evolving roles, responsibilities and challenges of corporate secretaries and governance professionals
  • Advising and guiding boards and directors in a new age of governance
  • Developments in the review and reform of the proxy voting system in Canada
  • Governance, accountability and transparency in not for profit and crown organizations
  • Guidance on executive compensation disclosure and say-on-pay
    Strategy setting and risk management in non-issuer organizations
  • Disclosure and record-keeping in a compliance-driven environment
  • Board and Individual director performance evaluations
  • Are you and your board ready for IFRS?
  • The impact of technology on corporate governance
  • Governance and corporate social responsibility
  • Board committees: improving performance, structure, reporting, and quality
  • Planning and project management for the Corporate Secretary's office
  • ...and more!         
Over 30 speakers have confirmed including:
  • Dr. Chris Bart, FCA. DeGroote School of Business
  • David R. Beatty, Rotman School of Management
  • Beverly Behan, Board Advisor LLC
  • Doug Bowles, Pengrowth Corporation
  • Beth Deazeley, Risk Oversight and Governance, Canadian Institute of Chartered Accountants
  • Charlie Fluit,  World Vision Canada
  • John Fraser, Hydro One
  • Stephen Griggs, Canadian Coalition for Good Governance
  • Carol Hansell, Davies Ward Phillips & Vineberg LLP
  • Ken Hugessen, Hugessen Consulting
  • Richard Leblanc, York University    
  • Laura O'Neill, Director Shareholder Association for Research and Education (SHARE)
  • Carrie Roussin, Governance Directorate, Treasury Board of Canada
  • Ed Waitzer, Hennick Center for Business and Law
As for the social program, you are invited to a welcome reception, dinner and entertainment on Sunday night, sponsored by CORPORATEK, at the Chateau Lake Louise's panoramic Victoria room - overlooking one of the most breathtaking views in Canada. The next night, we invite you to take advantage of our free return shuttles to Banff for a night of dining, sightseeing, or shopping.  Then on Tuesday night we wrap up with a Western barbecue and dance at Brewster's Barn, sponsored by Laurel Hill Advisory Group, complete with hay rides, line dancing, and other highlights.
Scroll below for more details on this exciting program, or Click Here and register soon to reserve your seat to what promises to be our best event yet!!
On behalf of CSCS, our Board and our Conference Planning Committee I look forward to welcoming you to Lake Louise in August.
Warm regards,
Lynn Signature White  background 
Lynn Beauregard
Conference Report 
It's all fun and games!
 Tina PHoto
Further to Lynn's outline of the conference program items, I would like to highlight the pre and post-conference activities. This year we've appointed Max West Marketing Inc. to be our local tour provider and they are pulling out all the stops for us to ensure we get to enjoy Lake Louise and its surroundings to the fullest.
For the explorers, there are several exciting options including: horseback riding; golf; fishing; whitewater rafting; and also a grand tour of the Columbia ice fields. If you prefer to go at your own pace, you can choose a leisurely stroll along the lake, hike to the Lake Agnes Teahouse or simply relax and enjoy the view or spa at the hotel.
To take part in any of these adventures, click here or contact Max West Marketing Inc. directly: Ward Cameron at 403-621-1197 or by email at 
Sponsors...Opportunity still knocks!
We still have a few sponsorship opportunities available! Check out the package here or call me directly to customize your opportunity. 
CSCS would like to thank the following confirmed sponsors for their generous support! 
Bridgeway Software
CanaGlobe Compliance Solutions
Chorus Call
Clearing and Depository Services Inc. (CDS)
ICSA Software
Laurel Hill Advisory Group
RR Donnelley
Valiant Trust Company

And our partners...
Canadian Corporate Counsel Association
Canadian Coalition for Good Governance
Canadian Institute of Chartered Accountants
Canadian Investor Relations Institute
Institute of Corporate Directors
ICSA Canada

We look forward to seeing you in Lake Louise!
Tina Hutchinson
Manager, Events & Special Projects  
Request for Assistance 
A small public traded company asks:
An Issuing Company counts trading shares in another public issuer among its assets and elects to sell some or all of those shares on the public market. Does the decision to do so require committee or even board participation or is it normally made at the discretion of the Director-CFO?  How, if at all, does the value of the shares to be sold alter the nature of the decision-making process?
Please send all responses to   In order to provide information that is more comprehensive to our members, please use the following format to respond.    
Contact Name:                
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.
News & Updates 
Canadian Securities Administrators Adopt New Insider Reporting Regime
By John Tuzyk & Lindsay Bunt| 
The Canadian Securities Administrators (CSA) recently announced the adoption of National Instrument 55-104 - Insider Reporting Requirements (NI 55-104) and the related companion policy (the Companion Policy), a new insider reporting regime which harmonizes insider reporting requirements and exemptions in one national instrument across all Canadian jurisdictions except Ontario where equivalent requirements will remain in the Securities Act (Ontario), amended to reflect the new regime.
Building High Performance Boards
Conadian Coalition for Good Governance
CCGG has developed Building High Performance Boards to provide boards guidance on how they may structure themselves and their policies so that they may foster good governance practices. CCGG believes that good governance is a condition - not a guarantee - of long-term financial performance, but it cannot be just a theoretical exercise.
Canadian Securities Regulators Make Proposals to Improve Issuer Communications with Investors
Canadian Securities Administrator
Toronto - The Canadian Securities Administrators (CSA) today published for comment proposed amendments to National Instrument 54-101 Communication with Beneficial Owners of Securities of a Reporting Issuer, the related companion policy, and related instruments.  
Survey Shows Directors Strive to Set Strategy-Driven Agendas
Institute of Corpotate Directors
While the past few years have necessitated boards of directors putting a majority of their time and effort into getting the regulatory requirements right, a new survey from PricewaterhouseCoopers (PwC) and the Clarkson Centre for Board Effectiveness (CCBE) in collaboration with the Institute of Corporate Directors (ICD) shows that now is the time for directors to put their focus back on to the business strategy and put their agendas into action.
An Integrity Checklist for Boards
There is no doubt that corporate culture plays an important part in determining whether or not a company is likely to be involved in a corporate scandal. Now, more than ever, directors and CEOs of public companies want to understand and shape their corporate culture. In a prior article, "Fraud's Red Flags," I identified and discussed some warning signs of a corporate culture that is likely to breed trouble. This article addresses signs that the corporate culture has ethics and integrity as high priorities.
UK investors may be Forced to Disclose Voting

Institutional shareholders will be forced to declare how they vote at company annual general meetings (AGMs) if the currently governing Labour Party wins the forthcoming general election. In its election manifesto, ahead of the forthcoming UK general election on May 6, the party said: 'The UK's Stewardship Code for institutional shareholders should be strengthened and we will require institutional shareholders to declare how they vote and for banks to put their remuneration policies to shareholders for explicit approval.'
New Securities Eligibility Fee Structure Encourages Paperless Certificates
On August 3, 2010, CDS Clearing and Depository Services Inc. will introduce new fees for certain securities eligibility requests. Uncertificated issues will not attract a fee, while issues that are represented by definitive certificates or global certificates, in the case of book-entry-only issues, will attract a fee.
May 06, 2010
In This Issue
President Message
Conference Report
Request for Assistance
News & Updates
Advertising Opportunities
CSCS Welcomes New Members
CSCS Board of Directors
Job Postings
Membership Benefits
Events & Workshops
Not-For-Profit News & Articles
About CSCS
Join Our Mailing List
Quick Links
Not A Member
Job Postings
Request for Assistance
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 GST) a year, 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. 
If you are interested in advertising in both for increased visibility, a package rate of $50.00 per month, or an annual charge of $500.00 is available. 
You can also post a press release or an advertorial article on the monthly e-newsletter.
The fees are:

$150 per banner ad per newsletter, or $1,000 for all issues in the year.

$350 for an advertorial or advertising article.
CSCS's monthly e-newsletter has a circulation of over 5,000 including our members and other governance professionals.  If you are interested in advertising, or for further inquiries, please email 
Welcome to New Members
Too Many to List!
CSCS is pleased to welcome 33 new members since March 1, 2010.  For full list of new members click here 
If you need any information or have any questions, please contact the National Office.
Board of Directors
Mary Batoff
Vice President, Legal & Secretary First Uranium Corporation
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
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
Lynn Beauregard (President)
Canadian Society of Corporate Secretaries
Toronto ON
Janis McKenzie
Sun Life Financial Inc.
Toronto ON

Job Postings

Do you have a career opportunity that you would like to advise our members of ...?  We invite you to send your posting for distribution amongst members of the Canadian Society of Corporate Secretaries.   
CheckClick here for more details
Please login to
to view recent Job Postings.
Paralegal and Board Liaison Company
ENMAX Corporation 
Posted on: April 27, 2010  
ING Direct
Posted on: April 09, 2010
Executive Director, Corporate Secretariat 
The Canada Science and Technology Museum Corporation Posted on: March 30, 2010
Membership Benefits
Networking and Contacts
Membership Directory
Information Resources
Professional Development
Research Library
Access to Employment
To learn more about our membership benefits visit
Events & Workshops

Chartered Secretaries Canada Events
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.

ICD Events

CheckClick here for more information
2010 ICD Fellowship Awards
The 2010 ICD Fellowship Awards will be presented at a gala ceremony on June 2nd, 2010 in Calgary.
ICGN Annual Conference
June 7-9, 2010 | Toronto
13th Annual ICD Fellowship Awards Gala
June 2, 2010
Calgary, AB 
Investor Relations in a Socially Responsible and Green Global Environment

23rd Annual Investor Relations Conference
June 13-15, 2010
Faimont Chateau Laurier
Ottawa, ON
Register Now
Colossal Calgary
June 03, 2010
Calgary, Alberta
Register Now
Not-For-Profit News & Articles
The Many Faces of Nonprofit Accountability
Harvard Business School 

Nonprofit leaders face multiple, and sometimes competing, accountability demands: from numerous actors (upward, downward, internal), for varying purposes (financial, governance, performance, mission), and requiring differing levels of organizational response (compliance and strategic). Yet is it feasible, or even desirable, for nonprofit organizations to be accountable to everyone for everything? The challenge for leadership and management is to prioritize among competing accountability demands. This involves deciding both to whom and for what they owe accountability. HBS professor Alnoor Ebrahim provides an overview of the current debates on nonprofit accountability, while also examining the tradeoffs inherent in a range of accountability mechanisms
What's Keeping Board Members Awake These Nights?
Canadian Society of Association Executives

We may not be out of the financial woods yet, but welcome indications of an economic recovery suggest the coming year could also be one of opportunities.
A recent (April 2010) report from Deloitte LLC's Center for Corporate Governance lists the key issues that Boards - whether they're for-profit or not-for-profit - are struggling with now that the worst economic challenges are beginning to recede into the background.
As the report states, there's no single preferred approach to addressing any of these issues - the right ones for each organization will depend on its own circumstances. Instead of providing answers, the report is designed to help promote board/management discussions as they begin tackling the challenges and seizing the opportunities ahead.
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 ( and our monthly e-newsletter.  
Our members include professionals with positions 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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