Governance matters image
Newsletter of the Canadian Society of Corporate Secretaries
President Message
lynn imageDear Member, 
Another Resounding Annual Conference Success!
The fact that CSCS' presence, importance and reputation have reached new heights was clearly driven home when we gathered together at the annual CSCS Corporate Governance Conference this August in Lake Louise. This event is the most rewarding time to be a member, a director, an employee or a friend of this organization.
Our preliminary conference evaluation results indicate an overwhelming 98% satisfaction level with the conference, venue, organization and value for time and investment by attendees. Speakers were described as 'phenomenal', 'excellent' and 'extremely knowledgeable' and received a satisfaction level of 100%! The content was found to be equally as valuable at a 100% satisfaction level and comments included, 'outstanding', 'the most relevant conference I have attended', and 'the content was timely and very informative'.
Each and every success that we experience does, however, become a new bar and sets a new level of excellence for CSCS to surpass. It is a challenge that we gladly accept and will use the momentum that was built-up again this year to surpass it with our conference in Quebec City in August 2011.
Congratulations to our Evaluation Form Draw winner!
I want to thank all those who have been generous with their feedback and comments. These evaluations are invaluable to help us grow our success year-over-year. I am pleased to announce that the winner of the evaluation form draw for a FREE delegate Pass to the next CSCS Conference was Julie Stokke Kemp, Corporate Secretary, Aurizon Mines Lt. We look forward to seeing you next year in Quebec City Julie.

David Masse: New Chairman of the Board!
Last but certainly not least; this annual event also creates a forum for the CSCS annual general meeting and election of its directors and officers.  I am delighted to announce our new Chairman of the Board: David Masse.
David has been the CSCS Vice Chair for the past 4 years. His energy and his enthusiastic contributions to our board, to our annual conference and to our strategic planning imperatives in these past few years have already had a significant influence in guiding CSCS. To quote a delegate at our conference: 'David is a great ambassador for the Corporate Secretary in Canada'. I couldn't agree more.
David is Senior Legal Counsel and Assistant Corporate Secretary for CGI Group Inc., responsible for corporate and securities law matters as well as related compliance activities in 91 jurisdictions worldwide. He manages the day-to-day affairs of the CGI board of directors and its standing committees. Listed on the Toronto and New York stock exchanges, CGI Group Inc. is one of the largest independent information technology and business process services firms in the world. David has a BA from Concordia University and a BCL and LL.B from McGill University. He has published numerous articles on subjects ranging from directors' liability and corporate governance to technology law issues which are available on his web site at
I am delighted to welcome him as our new Chairman and I look forward to working very closely with him in carrying forward the success and many accomplishments of his predecessor Sylvia Groves.

Lynn Beauregard
Conference Update
Each year the CSCS conference continues to be a success. This year we had yet another record breaking attendance with nearly 280 registered delegates.
For those of you who made the trip to Lake Louise, AB - your participation and continued attendance at the conference is greatly appreciated. Thank you!
And for those who were otherwise engaged and unable to attend, well we missed you!
We enjoyed a magnificent mountain view as Johnny Bagpipes piped our evening with bagpipes and comedy on Sunday evening. What a great night courtesy of Corporatek.
Monday evening was a free evening for delegates, but that was to rest everyone up for the Western BBQ on Tuesday evening at Brewster Barn. We kicked up our heels and learned a few new dance steps thanks to Laurel Hill Advisory Group.
And it wasn't all fun and games - delegates did get down to business in our streamlined sessions.
For those of you who missed a session, or were looking for further follow up information, a full conference webcast will be available soon. We're currently working with Chorus Call Canada to get these details out as quickly as possible. Keep an eye on your inbox for more information.
Some of you have been asking about photos from the conference. These will be made available as soon as we have compiled the best of the best.
We work all year round to produce a great event, brainstorming and compiling member feedback, but our ability to bring it all together comes down to the support of our sponsors. They enable us to do bigger and be better every year.
So one more HUGE thank you to our sponsors. You out did yourselves in participating this year and we are grateful for your continued support.
Now everyone mark your calendars for 2011!
We're heading to Quebec City Sunday August 21 - Wednesday August 24, 2011. Official registration will start May 3, 2011, but keep a close eye for an early-EARLY-bird registration in April.
You know we're going to try and out-do ourselves next year so stay tuned for more conference updates!
See you soon,
Tina Hutchinson
Manager, Events & Special Projects
416 921-5449 ext. 315
1-800-774-2850 ext. 315

Thank you to our sponsors for their generous support

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Request for Assistance 
A Medium Crown corporation asks:
  1. Can you tell me what kind of senior management structure your organization has in place?  (i.e. executive management, senior management, middle management) and how these groups interact with each other (decision making structures) and how they interact with the Board (who regularly interacts at the board level)?
  2. What system does your organization use to advise the board and executive on incremental progress toward the annual business plan and corporate goals?
Please send all responses to   In order to provide information that is more comprehensive to our members, the following format should be used for responses.    
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)  
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.


Effective reform proposals that ensure equality, fairness, simplicity and clarity for all shareholders of Canadian companies

There has been a growing trend in Canada and the United States for shareholders to hold their shares in street name rather than in traditional registered ownership. This trend has been caused in large measure by the constant and remarkable acceleration of the pace of transactions in the capital markets and the growth in derivative and structured offerings, all of which are in turn driven by constant improvements in information processing and data communications.

Whereas the dominant form of ownership was once registered ownership, beneficial ownership of shares is now, and by far, the most usual form of ownership.

Notwithstanding this sea change in the capital markets, registered ownership remains the only mode of ownership universally recognized under corporation statutes in Canada. In this sense, Canada's corporation statutes have not kept pace with the rapid evolution of our capital markets and still reflect a Victorian paradigm in which all shareholders' names are required to be recorded in ledgers.

The regulatory approach to this growing challenge has thus far largely been limited to one regulatory sector (securities regulation) and has been partial to non-existent in other cases (for example in the case of corporate law). Even in the case of the regulatory initiatives of the Canadian Securities Administrators, the existing rules do not address all of the challenges that beneficial ownership presents.

The CSCS objective is to promote effective improvements to the existing rules that will ensure equality, fairness, simplicity and clarity for all stakeholders including shareholders, issuers, market professionals, and their agents, including transfer agents and proxy agents.

This White Paper explores the more important challenges that beneficial ownership of securities presents in the Canadian market. It also proposes specific reforms to the current rules including proposals to amend the existing corporation statutes and the securities rules relating to shareholder communications.

These proposals, when they are adopted, will eliminate the most significant disparities that currently exist between beneficial and registered ownership as well as the challenges that issuers regularly face in their attempts to treat all their holders with an even and fair hand. 

Click the links below for the complete reports
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

September 2010
In This Issue
President Message
Conference Update
Advertising Opportunities
CSCS Welcomes New Members
Membership Benefits
News & Updates
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 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 
Welcome to New Members
Liliana Anania-Mucci 
Northwest & Ethical Investments L.P.
Lynn Berry 
Fort McMurray Airport Authority
Leigh Davies 
Northern Lakes College
Mark Eaton 
Tracy Hansen 
Tania Lafreniere 
Canadian Red Cross
Sabrina Rocca 
Bayer Inc.
Kenneth Sadowski 
Caerus Resource Corporation
Board of Directors
David Masse (Chairman)
Senior Legal Counsel and Assistant Corporate Secretary
CGI Group Inc.

Daryn MacEachern (Vice-Chair)
Assistant Corporate Secretary
Talisman Energy Inc.

Mary Batoff (Secretary)
Vice President, Legal & Secretary
First Uranium Corporation

Madeleine Bertrand
Director, Corporate Affairs & Access to Information and Privacy Coordinator
Royal Canadian Mint

Meg Comiskey
Corporate Secretary
Vancouver Airport Authority  

Gina DeVeaux
Corporate Secretary
Crown Investments Corporation of Saskatchewan

Leah Fitzgerald
Associate General Counsel & Assistant Corporate Secretary
Capital Power Corporation
Janis McKenzie (Treasurer)
Manager, Share Compensation Plans
Sun Life Financial Inc.

Patricia Parisotto
Corporate Secretary
Discovery Capital Management Corp.

Laurel Savoy
VP Trust Services
CIBC Mellon Trust Company

Lynn Beauregard (President)
Canadian Society of Corporate Secretaries
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
to view recent Job Postings.
Assistant Corporate Secretary/Law Clerk 
eHealth Ontario  
Toronto, ON
Posted on: August 20, 2010 

Executive/Board Secretary 
The Canadian Health Food Association
Toronto, ON
Posted on: August 03, 2010 

Manager, Subsidiary Services
Posted on: August 03, 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

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

CIRI's Essentials of Investor Relations
September 20 & 21, 2010
The Westin Calgary
Calgary, Alberta
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.
Canadian Corporate Secretary's Guide
CSCS's reduced subscription fees  for the Canadian Corporate Secretary's Guide:

  • Loose-leaf    $686.00
  • CD              $686.00
  • Online          $686.00
  • CD & Online   $1029.00
+ applicable taxes 

To order, contact the CSCS National Office (
News & Updates 
Update on Securities Class Actions in Quebec - Secondary Market Liability
Blake, Cassels & Graydon LLP
A motion was recently filed seeking authorization to institute a class action against a reporting issuer before the Superior Court of Quebec based on the secondary market liability provisions of the Securities Act (Quebec) (QSA).

This is one of the first such class action proceedings in Quebec, following the amendment of the QSA in November 2007 to create secondary market liability for misrepresentations in disclosure documents and for failure to provide timely disclosure of material changes.

Companies will be watching the outcome of the lawsuit carefully given its possible precedential value regarding disclosure practices and liability.
SEC releases final rule regarding shareholder director nominations
Stikeman Elliott LLP
The U.S. Securities and Exchange Commission (SEC) yesterday announced that it is amending federal proxy
rules in order to "facilitate the effective exercise of shareholders' traditional state law rights to nominate and elect directors to company boards of directors." Specifically, a new proxy rule (Rule 14a-11 under the Securities Exchange Act of 1934) will, under certain circumstances, require companies to include shareholder nominees for director in the company's proxy materials.  An ownership threshold of 3% of the voting power based on securities that are entitled to be voted, held for at least three years, will be required for a nominating shareholder or group to rely on Rule 14a-11. Further, amendments to Rule 14a-8 will narrow an exception that currently permits companies to exclude shareholder proposals that relate to elections. The final rules take into account public response to the draft proposals released by the SEC in July 2009 and will generally be effective 60 days after their publication in the Federal Register.
Planning for the next CEO
Financial Post

Two inescapable realities of business life -- that every successful organization has a qualified leader at the top and that no leader lasts forever -- should be forcing corporate boards to ask if they have the bench strength to ensure effective leadership in the Csuite and thus ongoing competitive advantage.
Canada's competitive edge begins to dull
The Globe and Mail
Canada is hanging onto bragging rights for being in the top 10 countries in a global ranking of competitiveness - but just barely.
Taking the long-term view
The Globe and Mail
The British-North American Committee may not ring a bell, but the names of its blue-chip membership surely will. The 41-year-old policy forum boasts a glittering roster that includes retired U.S. general Wesley Clark, British business leader Sir Paul Judge, Moosehead brewer Derek Oland, and retired forestry executive William Turner. Founded in 1969, the panel's name evokes a time when maintaining the Canadian-British-U.S. connection was of compelling concern - before China's rise and the financial meltdown.
Reluctant Watchdogs
National Post

Executives at Canada's largest pension funds say they don't want to be Canada's market watchdog. Increasingly, however, they appear to be playing that role.
SEC adopts proxy access rules
Corporate Secretary Magazine
On Wednesday, the SEC adopted proxy access rules that will allow shareholders to include their own director nominations on company proxy materials.
CLSA claims returns linked to governance
Corporate Secretary Magazine 
Math whizzes at CLSA Asia-Pacific Markets are the latest people to claim to have found a direct positive relationship between corporate governance and shareholder returns. Consultants and advisers whose business it is to promote governance changes have long sought to prove a direct correlation between improved governance standards, board function and corporate performance.
BCSC Releases Reasons for Decision to Cease-Trade Lions Gate Shareholder Rights Plan
Blake, Cassels & Graydon LLP
The British Columbia Securities Commission released the full majority reasons for its April 27, 2010 decision to issue a cease-trade order in respect of Lions Gate's shareholder rights plan, which had been implemented in response to a hostile take-over bid by Carl Icahn and entities affiliated with him (the Icahn Group). The reasons elaborate on the view the Commission expressed in its previously released summary reasons that the only appropriate purpose of a shareholder rights plan is to enable a target board to seek an improved or alternative transaction. This view differs from those expressed recently by the Ontario Securities Commission in the case of Neo Material Technologies Inc. and the Alberta Securities Commission in the case of Pulse Data Inc. In those cases, the commissions declined to cease-trade rights plans that had been approved by shareholders in the face of a bid, notwithstanding that the target boards were not seeking alternative transactions.
Ontario Securities Commission must go | Comment
The Ontario Securities Commission supposedly regulates public markets to reassure the public they can have confidence in those markets.
Nearly every day the OSC announces some action imposed for those who violate securities law.
But that's merely an illusion. Look no further than its handling of allegations against Londoner Robert Vanier.
The OSC acts like a private club housed in a gleaming glass-and-chrome Toronto tower mere metres from the Bay St. home of the titans of Ontario business it purports to regulate.
The high cost of bank regulation
Financial Post
The economic cost of regulation, long a forgotten cousin in policy circles, made a dramatic appearance yesterday when the Bank of Canada, following international bank regulators, released a series of studies on the impact of new bank rules on growth and credit. Like Banquo's ghost emerging to shock Macbeth, the details of the burden of new capital rules loom like an unwelcome apparition at a party of central bankers celebrating their skill in managing the economic crisis. What's he doing here?
Update on foreign investment in Canada
Fraser Milner Casgrain Focus ON
Over the past year Canada has witnessed a number of significant developments in its foreign investment review process. In particular:
  • the monetary threshold for review of foreign investments under the Investment Canada Act (the "ICA") will be significantly increased
  • the Canadian Government established a regime to screen foreign investments based on national security concerns;
  • several acquisitions by foreign state-owned investors were approved pursuant to guidelines applicable to such investors; and
  • the Canadian Government filed its first lawsuit against a foreign investor for an alleged failure to comply with undertakings.

Read Me 

Compliance vs. Security: Which Should Lead Corporate Governance?
Commerce Times,Ted Rogers School of Management, Ryerson University
As companies battered by the recession have begun emerging from their cautionary stances, many are re-evaluating their IT security budgets and looking to solve the age-old question: "What should drive our strategy, security or compliance?" Now is the perfect time for companies to consider the right approach to an important component of their IT security strategy -- identity management -- with the goal of meeting both security and compliance objectives, while streamlining and automating processes to save time, money and resources
BCSC Says "NO" to Board's "Just-Say-No" Response to Hostile Takeover Bid
McCarthy Tetrault
The British Columbia Securities Commission (BCSC) has issued its final majority reasons in the case of Icahn Partners and Lions Gate Entertainment. The BCSC had issued a ruling that cease traded the Lions Gate shareholders' rights plan (SRP) at the conclusion of a hearing in April, 2010. In summary reasons that followed, a majority of the hearing panel expressed reservations that the decisions of the Alberta Securities Commission in Pulse Data Inc. and the Ontario Securities Commission in NEO Materials Technologies may have departed from the Canadian Securities Regulators' view of the public interest as it relates to SRPs in prior decisions of Canadian Securities Commissions and in National Policy 62-202 on defensive tactics and takeover bids.
Diversity Within Organizations and on Boards of Directors: a CICA Diversity Briefing
McCarthy Tetrault
Having a diverse board and workplace is beneficial for business. The Risk Oversight and Governance Board (ROGB) of the Canadian Institute of Chartered Accountants (CICA) recently commissioned a study to raise awareness of the importance of diversity and to provide directors with some insights into how to address diversity issues within their organizations.
Not-For-Profit News & Articles

How to land a seat on a corporate board
The Globe and Mail

Life has become hectic for Sarah Raiss in the two years since she became a member of two corporate boards. She regularly flies from her home in Calgary to Toronto for meetings of Shoppers Drug Mart Corp., and to Montreal, where she sits on the board of the Business Development Bank of Canada.
Read More

Rules for Charities' Fundraising Expenses and Program Spending - questions for directors to ask

CICA Not-for-Profit Director Alert
The CICA released today a Not-for-Profit Director Alert entitled New Rules for Charities' Fundraising Expenses and Program Spending - questions for directors to ask.  This publication will assist directors of registered charities to understand the implications of recent changes including the Canada Revenue Agency's fundraising guidelines and changes to the disbursement quota.

Read more in English  and French

Rotation of Directors: Ounce of Prevention, Pound of Cure
Miller Thomson LLP
Many organizations find it useful to provide for a rotational board, that is, a board on which a specified fraction of the directors is elected at each Annual Meeting, for a term of multiple years. For example, half are elected each year for a term of two years; or one-third are elected each year for a term of three years. The goal is to avoid a situation in which the entire board is replaced in a single year. The electoral cycle ensures that the board retains continuity but also provides for renewal.

Raising money: an enthusiastic duty for board members
Canadian Fundraising & Philanthropy: E-news
Being an effective member of a charity's board involves more than showing up at meetings. It requires staying informed and asking difficult questions, participating in planning and policy making, ensuring a sound financial footing, and monitoring and evaluating the management and governance of an organization. In addition, it frequently means fundraising.

Bill 65 - Top Ten Things You Should Know About the New Ontario Not-For-Profit Corporations Act, 2010
Borden Ladner Gervais LLP
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. If Bill 65 receives Royal Assent, it will remove NFPs from the ambit of the present Ontario orporations Act (the "OCA"). The NFPCA will affect every existing NFP in Ontario. Directors, officers, and executives should start thinking now about what actions they will need to take to ensure that their organization's governance structure and documents comply with the new legal framework.
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 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