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Newsletter of the Canadian
Society of Corporate
Secretaries | |
 Dear
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 Beauregard
President
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| Conference
Report
It's all fun and
games!
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
wcameron@maxwestmarketing.com
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!
APRIO
Inc.
BoardVantage
Bridgeway
Software
Broadridge
CanaGlobe Compliance
Solutions
Chorus Call
Clearing and
Depository Services Inc.
(CDS)
Computershare
Corporatek
EthicsPoint
ICSA
Software
Laurel Hill Advisory Group
NASDAQ
OMX
RR Donnelley
Valiant Trust
Company
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
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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Canadian Securities Administrators
Adopt New Insider Reporting Regime
By John
Tuzyk & Lindsay Bunt| Bakers.com
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.
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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.
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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.
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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.
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An Integrity Checklist for
Boards
directorship.com
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.
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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.'
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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.
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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 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
info@cscs.org. |
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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.
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| Board
of Directors
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
Manager
Sun Life Financial Inc.
Toronto ON
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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.
 Click
here
for more details Please
login to www.cscs.org
to
view recent Job Postings.
Paralegal and Board Liaison Company
ENMAX Corporation
Posted on:
April 27, 2010
CORPORATE SECRETARY
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
· 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
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.
ICD Events
Click 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.
13th Annual ICD Fellowship Awards Gala
June
2, 2010
Calgary,
AB
Investor Relations in a Socially
Responsible and Green Global
Environment23rd Annual Investor Relations
Conference
June 13-15, 2010
Faimont Chateau
Laurier
Ottawa, ON
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| 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
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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.
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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 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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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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