Governance matters image
Newsletter of the Canadian Society of Corporate Secretaries
President Message
lynn imageDear CSCS Member and friends 

Happy December!  Our last few months have been extremely eventful at CSCS .  There is certainly enough going on out there to grab the attention of our members in all sectors. Some requiring attention include:   
  • The CSA's recently published proposed changes to Executive Compensation Disclosure, which for one highlight linkages between risk management and executive compensation, is out for comment and CSCS intends to review these changes and,  based on our member consultations and feedback, provide a response letter by mid-February 2011.
  • A groundbreaking discussion paper from Davies Ward Phillips & Vineberg, exploring and unveiling the intricacies of  the proxy voting system in Canada. Shareholder democracy remains a focus for CSCS and we look forward to continuing to encourage a forward look at solutions for improving transparency around shareholder participation in Canada.
  • As most issuers begin the annual process of preparing their meeting materials, the recent CSA staff guidance on corporate governance disclosure should be consulted. The review focused on the disclosure of 72 reporting issuers against the CSA's corporate governance requirements. The most significant and frequent deficiencies occurred in disclosure related to: the board of directors, position descriptions, orientation and continuing education, ethical business conduct, nomination of directors and director assessments. The CSA sends a strong signal that it will take issue with corporate governance disclosure that it considers to be vague, boilerplate or incomplete
  • Bill C-4: Canada Not-for-profit Corporations Act  which will modernize existing standards vis-à-vis financial disclosures, duties, responsibilities and liability of directors and the rights of members, appears to have gained some momentum and is expected to be place by spring of 2011.  We will be keeping a very close eye on the implications for our not-for-profit members.
From an internal perspective we are also hard at work on a number of initiatives that will continue to enhance CSCS' presence and value to our members and partners. We are already working on developing the program for our 2011 annual conference next August in Quebec City. We are also engaging in the execution of a strategic planning exercise, as an outcome of our recent board retreat last August. The Canadian Society of Corporate Secretaries has defined five Strategic Imperatives as the basis for its strategy execution over the next 12-18 months:
  1. Creating a forward looking and meaningful marketing plan for the Society to increase its relevance, reputation and value for its members
  2. Defining a professional development/education strategy to enhance our member services and deliver more tangible benefits through learning opportunities
  3. Creating further membership engagement and expanding our presence at the local level across Canada
    Enhancing and improving the CSCS website to continue to leverage is as a key communication tool for the Society and for our members
  4. Define an advocacy strategy to strengthen our presence and carry the voice of our members in the regulatory arena

As another very interesting year comes to a close, we give thanks at CSCS for the incredible support of our members and friends, for a stellar year which included yet another successful annual conference this past August in Lake Louise, for wonderful friends at our partner organizations, and for a great cast of board members who are shaping the future success of CSCS.

Best wishes to all for the season,

Lynn Beauregard
President, CSCS
Season's Greetings from CSCS
The board of directors and staff of the Canadian Society of Corporate Secretaries would like to wish everyone a very blessed holiday season. We are looking forward to working with you and for you in 2011.
The hours of operation during the Holiday Season will be reduced and staff will be taking vacation days during this period. The CSCS office will close at 5:00pm ET on Thursday, December 23 and will reopen on Tuesday, January 4 at 9:00am
Conference Update
Sponsors1CSCS is pleased to announce that its 13th Annual Corporate Governance Conference will be held August 21 - 24, 2011 in Quebec City at the Fairmont Chateau Frontenac. Romantic Quebec will be a great back drop to the August conference and we look forward to the local tours and activities that we can add to the program this year. The conference planning committee is hard at work in agenda planning and we're quite excited for the strong sessions that are coming together. Keep checking the CSCS website for your sneak peak at the agenda.

Following last year's model, we'll be launching a preliminary early-EARLY-bird registration beginning of April followed by full registration in May. Mark your calendar and save a few extra dollars by registering early. More details on fees and launch dates will be available in the new year.
For those of you who want to get a head start on your conference bookings, you can book your accommodation now at the Fairmont Chateau Frontenac using the Global Reservations Centre at 1-800-441-1414. Be sure to quote "Canadian Society of Corporate Secretaries" to benefit from the preferential rates negotiated on your behalf.
And if you are looking for a more participant role in the conference, CSCS has launched the 2011 Sponsorship Package. Check out the complete package of offerings by clicking here now and save more by booking before February 1. Take note of our new Partnership Program opportunity that will launch January 2011.
So stay tuned in the new year for more conference updates, but in the meantime, snuggle up to the fire and stay warm this holiday season.

Warmest regards,

Tina Hutchinson
Manager, Events & Special Projects
416 921-5449 ext. 315
1-800-774-2850 ext. 315

One Final thank you to our 2010 sponsors for their generous support


Premier Sponsor:

Casual Evening:
Conference Webcast:
  Cowboy Hats:
Room Keys:  
Name Badges: Conference Bags: Water Bottles:









Chapter Update: Edmonton 


Leah Fitzgerald has contacted a number of CSCS Edmonton members as well as other potential members with respect to an initial meeting to discuss the possibility of establishing an Edmonton Chapter, with positive feedback.  
A meeting will be arranged for January 2011  to discuss this further.  Iif you are interested, please  contact Leah Fitzgerald at 780-392-5151 or lfitzgerald@capitalpower.com
Call for Speakers 

The 2011 CSCS Annual Conference - Call for Speakers is now open!


We are already excitedly preparing for the 13th Annual CSCS Conference in Quebec City and are looking for inspired individuals to bring the industry's hottest topics to life at the event.

The Call for Speakers/papers is officially now open and anyone can submit to present to the CSCS Conference Committee.

Last year more than 250 corporate secretaries and governance professionals, from across Canada and elsewhere, converged on Lake Louise, AB for 2 and a half days of dynamic conference sessions, keynote addresses and exhibits. We expect no less when we host the 13th annual CSCS Conference in Quebec City in August 2011.

The conference will feature tracks for issuers, not-for-profits and crown corporations Seminars, panels, fireside chats, tutorials, debates or other types of presentations are all welcome. Most presentations will be allotted between 60 and 90 minutes. Speakers may present in French or in English!

Submit today:


If you would like to be a speaker, presentation ideas should be submitted with a synopsis of your topic including at least three key points you plan to address, a 75- to 100-word biography, a headshot and speaker references. Be sure to include all include all names, titles, organizations, email addresses ad other contact information for all proposed speakers in the session.

All submissions should be sent to pamela.smith@cscs.org.

All speakers receive great exposure -- so think over your latest success stories or technology ventures -- and submit your proposal today!

Working for you

Sylvia Groves, past Chair

CSCS is committed to ensuring our members' voices are heard. Proxy voting, particularly the complexity and costs of the current system, is an important matter for our issuer members.

National Instrument 54-101 (NI 54-101)


CSCS has been engaging with regulators on proxy voting for years. Throughout 2008 and 2009, I participated on the NI 54-101 Advisory Committee. That Committee's mandate was limited to looking at the application of notice and access in Canada. However, one of the key messages communicated to the regulators was that the complexity of the proxy voting system is at the heart of many of the problems.

Earlier this year, CSCS commissioned a member survey and, with the help of GG Consulting, prepared and submitted a comment letter on notice and access. Thank you to all of the members who took the time to fill out the survey.

Highlights of our comment letter were:

  1.  Allow the use of notice and access at all meetings, not just general meetings.
  2. Allow issuers to decide which shareholders will receive materials via notice and access and which will still receive hard copies.
  3. Cost savings will be realized through notice and access, however, it does not address the key problems with the proxy voting system, including:

    1. overall complexity of the system
    2. difficulty communicating directly with shareholders
    3. inability to ensure that the votes that should count are the votes that do count

The letter encourages regulators to undertake a full review of the Canadian proxy voting system to address these issues and create a system that allows easy communication with all types of shareholders.

Concept release on the US proxy voting system


We have also been following the concept release published by the Securities and Exchange Commission (SEC) in the US. Most of the changes that may be proposed in the US won't impact Canadian issuers very much. However, one key area that the SEC is looking at is the influence of the proxy advisory firms such as ISS/RiskMetrics and Glass Lewis. These firms are either US or US based and appropriate regulation of their processes there will be of direct benefit to issuers here.

Our thanks to an engaged group of CSCS members from Vancouver, including:

Anna Tudela from Goldcorp

Dawn Moss from Eldorado Gold

Karen Dunfee from Teck

Pat Parisotto from Discovery Capital

Purni Parikh from Augusta Resource

David Masse also participated in a group conference call and together we identified the key issues with proxy advisory firms and submitted our recommendations to improve those areas in a comment letter to the SEC. We noted that the proxy advisory firms have substantial influence over voting without having any regulatory oversight or economic interest. In addition they are often in a conflict of interest position.

We made recommendations in three key areas to address these issues:

  1. Implement regulatory oversight of proxy advisory firms as key influencers within the proxy voting system
  2. Implement regulations requiring proxy advisory firms to develop, disclose and implement process to:
    1. prevent the issuance of recommendations based on incorrect data
    2. provide for an appeal process for issuers who disagree with a recommendation
    3. provide standard procedures for allow errors to be corrected in a timely manner and have the correction communicated to their clients
  3. Implement regulations to improve transparency to both institutional investors and issuer companies, including:

    1. publishing a response from an issuer to any negative vote recommendation with that recommendation
    2. require transparent disclosure of all actual and potential conflicts of interest at the beginning of all voting recommendations

What's next on the agenda?


Many of you will know already that Davies Ward Phillips & Vineberg recently released a discussion paper, "The Quality of the Shareholder Vote in Canada". The paper identifies the key shortcomings in our incredibly complex proxy voting system. By the way, you know our system is too complicated when it takes over 16 months of research to write the 200+ pages it takes to explain proxy voting in Canada.

David Masse and I have both had the opportunity to comment on the paper and are thrilled that this issue is being forced into the spotlight. CSCS will continue to follow all of the developments and initiate some of our own to ensure we create an effective system in Canada.

Request for Assistance 

A not-for-profit organization asks:

We are wondering if anyone was aware of any restrictions from a governance/tax perspective in paying director's fees to a corporation (set up by the director) rather than to the director personally.  What are other companies' practices in this regard?


Please send all responses to info@cscs.org. In order to provide information that is more comprehensive to our members, the following format should be used for responses.

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.

In order to provide information that is more comprehensive to our members, the following format should be used for responses.  
click on Members Only Section > Request for Assistance Responses.

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

Listed fall
December 2010
In This Issue
President Message
Conference Update
Call for Speakers
Events & Workshops
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 info@cscs.org. 
Welcome to New Members
Karl Bomhof 
FortisAlberta Inc.

Janet Comeau 
CDS Clearing and Depository Services Inc.

Evelyn Funk
Rainy River Resources Ltd.

Michelle Garraway 
Redknee Solutions Inc

Mary Laurin
CAA South Central Ontario

Kirk Lynn 

John Mountain 
NEI Investments

Margo Paul

Hazel Perfinian 
Laurel Hill Advisory Group LLC

Michael Polak 
CDS Clearing and Depository Services Inc.

Sangita Prasad 
Olympia Trust Company

Cheree Scott
Continental Gold Limited

Bassem Shakeel 
Magna International Inc.

Mary Solimine
CAA South Central Ontario

Tanya Thome
Crown Investments Corporation of Saskatchewan

Mila Vukojevic
Institutional Shareholder Services, Inc.


Board of Directors

David Masse (Chairman of the Board)
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 www.cscs.org
to view recent Job Postings.

Officer Governance 
Vancity Group 
Vancouver, BC 
December 14, 2010


Corporate Secretary
Sprott Resource Lending Corp 
Toronto, ON  
November 29, 2010


Legal Assistant
Cenovus Energy Inc. 
Calgary, AB 
November 03, 2010

Executive Assistant to the President & CEO 
EPCOR CENTRE for the Performing Arts 
Calgary, AB
November 02, 2010  


Membership Benefits
· Advocacy
· Networking and Contacts
· Membership Directory
· Information Resources
· Professional Development
· Research Library
· Access to Employment
To learn more about our membership benefits visit www.cscs.org
Events & Workshops


The Institute of Public Administration of Canada
"Wicked Problems. Wicked Times.Today's Leadership Reality"
February 7-8, 2011 Westin Harbour Castle Hotel,
Institute of Corporate Directors

Exploring the Quality of the Shareholder Vote in Canada
January 12, 2011
Fairmont Royal York - Toronto, ON
Event Details

The Role of the Board in Corporate Risk Oversight
January 18, 2011
Fairmont Royal York - Toronto, ON

Event Details

For complete list of ICD events   Click here.

EthicsCentre CA

Dr. Hentie Dirker, Regional Compliance Officer, Siemens Canada Limited, The Siemens Story
Wednesday, January 12, 2011
The Albany Club, 91 King Street East - 12:00 PM

More detail
Attend an Information Session in Toronto to learn more about this unique program on Wednesday, November 10th
Participation via webcast is available for those who reside outside the Greater Toronto Area (GTA).
Register today or visit www.osgoodepd.ca for more details .
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 (info@cscs.org)

Get on Board

We are proud to endorse and recommend the Canadian Board Diversity Council's "Get on Board" Education Program, which equips individuals for board service on not-for-profit, public, and private organizations. As a member of the CSCS, you are eligible for the CBDC Founding Member discount price. Register by Dec. 31 to take advantage of their 2010 pricing. Prices go up Jan. 1, 2011. For more information, please visit their website at http://www.boarddiversity.ca/en/education.html.

News & Updates 
CCGG 2010 Proxy Circular Disclosure Best Practices
Executive Compensation and Director Related Disclosure document is now available for your review on our website under the Best Practices section.
Corporate governance: And the winner for best disclosure is ...
The Globe and Mail Update

Stephen Griggs turns to page 49 of Canadian Imperial Bank of Commerce's annual proxy circular. "This is what compensation disclosure used to look like: a table and two dense pages of footnotes."
Instead, it's the preceding 15 to 20 pages that please Mr. Griggs, head of the Canadian Coalition for Good Governance. CIBC has laid out its compensation philosophy in plain language, with plenty of charts and explicit explanations of what it intends when it pays its top executives

That philosophy helped CIBC win one of three Governance Gavel Awards the group gave out this year; others went to Cameco Corp. and Potash Corp. of Saskatchewan Inc.

The awards do not have the sheen of the Oscars, to put it mildly, or even some of the better-known trophies in the business world. The council's choices, however, provide guidance to firms that want to improve communications with shareholders.

They also help investors learn what the best practices in disclosure are - and whether the companies they own are attempting to meet the standard.
The Québec Business Corporations Act is coming into force on February 14, 2011
Davies Ward Phillips & Vineberg LLP
Québec Finance Minister Raymond Bachand announced yesterday that the new Québec Business Corporations Act would come into force on February 14, 2011. The Business Corporations Act, which replaces the Québec Companies Act, was adopted on December 1, 2009, seeks to modernize and simplify the law and offer more robust protection to shareholders. In this substantial Québec company law reform, the National Assembly also adopted Bill 87, the Act respecting the legal publicity of enterprises on May 18, 2010. This new law will come into force on February 14, 2011 and will effectively merge the Act respecting the legal publicity of sole proprietorships, partnerships and legal persons with the Act respecting the enterprise registrar.
CDS Releases Proposals To Implement CDCC Fixed Income Clearing Facility

CDS Clearing and Depository Services Inc. today released proposed amdendments to implement the Canadian Derivatives Clearing Corporation's fixed income clearing facility. According to CDS, the proposals would: (i) create a new mode of settlement indicator enabling participants to instruct CDS to report trades so-identified to a Third Party Clearing System (TPCS); (ii) permit CDS to report trades to CDSS as a TPCS; (iii) limit CDS liability in respect of trades or trade information received from a TPCS; (iv) specify the settlement process by which trades reported to CDS by a TPCS are settled; and (v) permit partial settlement of trades from CDCC as a TPCS. Comments are being accepted on the proposed amendments for 30 days from today
Investigative paper reveals chronic flaws in shareholder voting system
Davies Ward Phillips & Vineberg

A groundbreaking discussion paper now being released uncloaks the mystery surrounding the proxy voting system in Canada. It reveals a number of serious issues that must be addressed in order for Canadian issuers and investors to have confidence that shareholder votes are properly captured and counted at public company meetings.
Report finds major flaws in shareholder votes
Law Times

When Carol Hansell became chairwoman of the corporate governance committee of the American Bar Association, the senior partner at Davies Ward Phillips & Vineberg LLP took a tour of New York City to canvass her corporate contacts for their concerns about governance. There was one issue that kept recurring: the proxy voting system for shareholders. One person, in fact, told the Toronto-based lawyer she should be looking closer to home.
Governance: transparency matters
Accountancy Age

With the financial services meltdown of 2008 still fresh in the mind, UK boardrooms are set for a tightening of corporate governance as a new code is brought into play. It follows a period of intense scrutiny of company boards and a damning report by the Organisation for Economic Co-operation and Development, where it concluded that failures and weaknesses in corporate governance arrangements were a significant contributory factor to the crisis in the financial services sector.
Diversity Briefing: Questions for Directors to Ask
Written by Fiona Macfarlane (Ernst & Young)
Diversity is increasingly regarded as a business imperative. Studies have demonstrated the benefits of a diverse team in areas such as organizational performance and problem solving. The issue is receiving attention from industry and shareholder groups as well as regulatory and legislative bodies. When managed properly, diversity can provide an important competitive advantage for business.

This briefing focuses primarily on the importance of diversity within companies, and the ways in which it comes to the attention of the board through the board's oversight of areas such as strategy, risk and executive succession. It also addresses the importance of diversity on the board itself and offers questions that are intended to be a catalyst for useful dialogue among directors, for directors with management, or with outside advisors.
Read More

Corporate Governance Paper Board Minutes: Confidentiality - An Important Commercial Interest
Fraser Milner Casgrain LLP
The 2009 decision of Justice Wilton-­Siegel of the Ontario Superior Court in SRM Global Master Fund Limited Partnership v. Hudbay Minerals Inc. is notable for its recognition of the inherent confidentiality of board minutes. At the same time, however, it is clear that, despite this recognition, it will be very difficult to protect that confidentiality once the minutes become an issue in litigation.

Regardless of whether you believe the workings of a board of directors should be open and transparent, or shrouded from view, some level of confidentiality in a board's deliberations will always be important.

Read More
Corporate governance: M&As bedevil the boardroom
The Globe and Mail

The world of mergers and acquisitions is fraught with corporate governance concerns, from the acquirer giving the target's shareholders ample opportunity to weigh an offer, to the selling company ensuring it's going through proper procedures to get the deal done.
Even more broadly, the M&A market acts as a sort of corporate-governance enforcement mechanism, with companies seen as poorly governed ripe for acquisition. "Takeovers, in a sense, are the ultimate discipline on management," said Edward Waitzer of Toronto's Stikeman Elliott LLP.
Director's Briefing Notice of Board Meetings: Some Potential Issues
Minden Gross LLP

There has been a recent development in the conduct of directors' meetings that is worthy of note.  The development pertains to the need for a notice of a directors' meeting to set out the nature of the business to be transacted.  While in Canada there is no express requirement to do so, a recent case out of Australia demonstrates the consequences of setting out such particulars.
New directions in Canadian rights plans - but which way?
Miller Thomson LLP

On July 27, 2010, the British Columbia Securities Commission ("BCSC") issued its full majority reasons for its April 2010 decision to cease-trade the Lions Gate Entertainment Corp. shareholder rights plan (the "SRP") adopted in response to a hostile bid made by a group of companies led by Carl Icahn. The reasons of the dissenting panel member, who concurred in the decision of the majority to cease trade the plan but not with the majority's reasons, have not yet been released. The majority decision has brought into question the current position of Canadian securities regulators on the purpose and use of poison pills. 
NACD Comments on the SEC's Proposed Say on Pay Rules
 National Association of Corporate Directors

On November 18th, 2010, NACD submitted a comment letter regarding the SEC's proposed say on pay rules. The comment letter addresses proposed new disclosures and voting procedures for executive pay, including golden parachutes. Please click on the link above to see the full comment letter. 
Changes to Executive Compensation Disclosure in Canada

Torys LLP

The CSA (Canadian securities administrators) has proposed changes to executive compensation disclosure to take effect for the 2012 proxy season. Companies should be taking steps now, so that they will be prepared to make favourable disclosure under the proposed new rules.
Pressure builds to broaden shareholder disclosure rules
The Globe and Mail

Canadian securities regulators are weighing new rules to make it easier for companies to find out the identities of their shareholders, giving firms earlier notice when investors are accumulating bigger ownership positions.
How Corporate Governance Changed From 1986 to 2010
Bloomberg Business Week

When looking at a snapshot of corporate boards today vs. one from 25 years ago, it's surprising to see how much has changed in board composition and governance. There are far fewer inside directors; more companies split the roles of chairman and chief executive officer; boards are smaller and more diverse, with older members; and boards meet less often. Still, these developments may ultimately seem modest as the impact of recent laws and regulations shapes board composition and boardroom dynamics over the next five years.

Board Games: Proxy advisory firms flexing some serious muscle

The Globe and Mail

The report landed with a thud on a Tuesday evening at the beginning of September.
In a much-anticipated review, proxy advisory firm Institutional Shareholder Services Inc. told its clients they should vote against Kinross Gold Corp.'s $7.7-billion (U.S.) proposal to merge with smaller gold producer Red Back Mining Inc.
Corporate Securities Law: Changes to Executive Compensation Disclosure in Canada

Goodmans LLP

The Canadian Securities Administrators (the "CSA") have published for comment proposed amendments to the executive compensation disclosure requirements. The proposed amendments are open for comment until February 17, 2011 and are expected to be implemented for the 2012 proxy season, applicable to companies with a year end on or after October 31, 2011. Companies should be aware of these proposals and be taking steps concerning 2011 executive compensation and compensation processes to best position themselves to be able to comply with these new rules once they take effect, including by:
  • Conducting a review of past disclosure practices to determine where enhanced disclosure will be required;
  • Ensuring that compensation policies are effectively integrating risk and performance;
  • Evaluating the composition of the Compensation Committee in light of the new requirements; and
  • Reviewing the roles played by compensation consultants and determining if they are in a position of conflict.
Your upcoming audit will be different.  Is your organization prepared? 
Chartered Accountants of Canada

New Canadian Auditing Standards (CASs) will be in effect for audits of financial statements for periods ending on or after December 14, 2010. The new auditing standards apply to audits of all entities, whether public or private, for profit or not-for-profit, and in both the public and private sectors. In preparation for their next audit, directors and their auditors should discuss the move to the CASs and what it means in the specific circumstances of their audit. This Director Alert highlights some of the key changes taking place and presents possible questions that directors or audit committee members might ask to get a better understanding of the CASs and how they affect the audit.
CSA Releases Guidance on Corporate Governance Disclosure Staff Notice 58-306
Davies Ward Phillips & Vineberg LLP

As most issuers begin the annual process of preparing their meeting materials, they should take into account the just released CSA staff guidance on corporate governance disclosure. This guidance is the result of a review by Canadian regulators of corporate governance disclosure of 72 reporting issuers (other than investment funds) against the CSA's corporate governance disclosure requirements set. Staff Notice 58-306 (the "Staff Notice") summarizes the results of this review. The Staff Notice can be accessed at http://www.osc.gov.on.ca/en/30005.htm.

CSA Proposed Changes to Executive Compensation Disclosure
Hugesses Consulting

The Canadian Securities Administrators (CSA) issued proposals to amend the current executive compensation disclosure rules. The proposals are open for comment until February 17, 2011, with the changes intended to become effective for the 2012 proxy season. In this briefing we discuss the key proposed changes and their implications for compensations committees if adopted.
Not-For-Profit News & Articles
Bill 65 - Top ten things you should know about the new not-for-profit corporation Act, 2010
Borden Ladner Gervais LLP

On October 19, 2010, the Ontario Government passed 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 new 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.
The Great Untapped (Compensation) Potential
The Canadian Society of Association Executives

Although widespread in the corporate world for decades, incentive compensation for senior executives employed in Canada's association sector remains relatively rare, according to CSAE's 2010-2011 Association Executive Benefits and Compensation Report. Why are most Boards failing to establish pay-for-performance targets that will ultimately propel their organizations to exceptional levels? This may be a question whose time has come. With associations now competing for executive talent with private and public sector corporations as well as other associations, implementing incentive pay structures should be increasingly viewed by Boards of Directors as recruiting tools and a means for retaining top-performing executives.
20 Questions Directors Should Ask about Crown Corporation Governance
Canadian Institute of Chartered Accountants
This 20 Questions document provides information and recommended governance practices for current and incoming directors of federal and provincial Crown corporations and other closely-related public sector organizations. It also will be a useful resource for Ministers, central agencies and others within Government who are responsible for the performance of Crown corporations and broader public sector organizations. Crown corporations operate in many different jurisdictions within Canada (federal, provincial, territorial). The questions and suggestions for recommended practice address common issues and are intended to be broad enough to be informative and valid for every jurisdiction. Click here: http://www.rogb.ca/director-series/20-question-series/item12307.pdf
Director Non-Performance
Chartered Accountants of Canada

The failure on the part of a director to effectively fulfill his / her responsibilities as a board member is a troubling issue which most boards will face at some point. It is a sensitive topic which many directors feel uncomfortable addressing, and yet not dealing with the problem can lead to even greater challenges for the board, and may ultimately affect the well-being of the organization.

Director "non-performance" may include failure to prepare for, attend or participate in board meetings, or failure to fulfill obligations with respect to committee service or participation in strategic planning or other sessions. It may also involve behavioral dynamics such as the inability or unwillingness to voice opinions in a way that contributes positively to debate, or a failure to respect differing views. The director in question may be a long-standing contributor to the board whose participation has dropped off in recent years, or may be a new board recruit who isn't living up to expectations.

Since the vast majority of directors of not-for-profit organizations serve as volunteers, there is often a reluctance to subject their performance to criticism. However, if the issue is not addressed, it is unlikely that improvement will occur. The problem may also spill over and begin to affect the performance of other members of the board.

Board Recruitment
Chartered Accountants of Canada

Board recruiting is an ongoing challenge for many not-for-profit organizations. The effectiveness of the board has a major impact on the functioning and sustainability of the organization. Directors must collectively have the knowledge, skills and experience necessary to oversee and advise the management of the organization. Directors must work well together, but there should be a creative and healthy tension that comes from the constructive interaction of people with different backgrounds.

Finding the right people to serve as directors is usually the job of the governance and nominating committee of the board. Before beginning a search for potential directors, the governance committee should have a clear understanding of its task. It is critical to carefully determine the required knowledge, skills and experiences, and then conduct a thorough and creative search process.

Achieving Not-for-profit Organizational Objectives through IT Governance Deployment - Part IV

Robert E. Davis 

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.