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Newsletter of the Canadian
Society of Corporate
Secretaries |
Message from
the
Chairman | |
Dear
Member
As the newly
appointed Chairman of the Board of Directors of
CSCS, it is my pleasure to provide some inaugural
remarks in this October issue of our eNewsletter.
As I get my term firmly under way, here is a
bird's eye view of the Society's
landscape.
Fall is here and
we've been busy harvesting the results of your
evaluations from the annual conference at Lake
Louise. The CSCS annual conference on Corporate
Governance is our pivotal event. We've compiled
the program evaluation results and all the
anecdotal evidence, and every indicator points to
the conclusion that this year's conference was our
best ever.
That's not to say
that there isn't room for improvement! We take all
your comments to heart and your comments will be
one of the key ingredients in the recipe for the
August 2011 conference in Quebec City. One of the
recent changes to the format of the conference,
made based on your suggestions, was offering a
streamed program that allows sharper focus on
issues of interest to members in the issuer
community, and those in crown corporations and
not-for-profits. One element of the feedback we
received from the 2010 conference was that the
streaming enhancement was very well
received.
We will continue to
listen and pay attention to your comments and hope
to deliver even more in years to come. Our
conference committee is already appointed and
ready to hit the ground running for next
year.
The annual conference marks the
end, and the beginning, of CSCS's planning cycle.
Each year the CSCS Board of Directors meets just
before the annual conference and devotes an entire
day to mapping out where we've been, and where we
plan to
go.
Having taken stock
and mapped out a path, your society is moving
briskly. New Board members have joined the team
and we have big things in store for you. We will
be maintaining the focus on member education and
resources, so stay on the lookout for another
round of continuing education opportunities that
we will be offering during the
year. We are also setting
our sights on the proxy voting system. As more and
more attention is focused on the importance of
shareholder democracy here, in the US, and abroad,
it becomes increasingly important to take a hard
look at the rules that underpin the voting
process. Corporate law only recognizes the
registered shareholder. As capital markets become
increasingly efficient and the volume, pace, and
complexity of transactions steadily increase, the
era of the registered shareholder is waning.
Today, for most companies, the registered
shareholder is an endangered species. In some
cases, more than 80% of a company's shareholders
hold their shares indirectly through
intermediaries.
The growing consensus
of those in-the-know is that the current voting
process is hopelessly outdated. Shareholder
governance is indeed a core competency of all our
members. In the crown space, and the
not-for-profit space, the corporate secretary has
to be just as mindful of the shareholder or
members' role and expectations. The Society will
not be sitting on the sidelines because we intend
to make a significant contribution towards
improvements to shareholder participation rules,
with the objective of ensuring that all
shareholders are equally able to draw the full
measure of benefit from the shares they
hold.
As a first step in
that direction the Society will be submitting
comments with the US Securities and Exchange
Commission in response to their call for public
comment on the SEC's voluminous concept release on
the US proxy voting
process.
There will be more to come,
so keep an eye on this
space.
Best,
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CSCS is pleased to
provide you with the wrap up items from the 12th
Annual Corporate Governance Conference.
We've been working
with Chorus Call Canada the last few weeks to
compile the webcast. For conference attendees,
this information is included in your registration
package. Click here to access the archive
now. For your PassCode please refer to
previous communication from CSCS Re: CSCS
12th Annual Conference Wrap
Up
If you were unable to
join us in Lake Louise, but are interested in the
conference sessions, you may access the webcast
for a nominal fee. Just follow the link here.
We're also pleased to
provide you with an online photo library of the
conference. Check out the moments here.
And just a quick
update on the progress of the 2011 conference -
we're reviewing the evaluation surveys and
debriefing as a committee to begin brainstorming
for content and agenda scheduling. More
information to come soon, but mark your calendar
for August 21 - 24, 2011 as the dates you need to
be in Quebec City with CSCS. See
you soon, Tina
Hutchinson Manager, Events & Special
Projects tina.hutchinson@cscs.org416
921-5449 ext. 315 1-800-774-2850 ext.
315 |
Thank you to our
sponsors for their generous
support
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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 can 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 are
due by Friday December 3rd, 2010.
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!
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Request for
Assistance
Medium hybrid - not for profit parent with
for profit subsidiaries (all the same board)
asks:
- Do
you use questionnaires, or one-on-one director
interviews, both, or other?
- If
interviews, who conducts them? (your Board
Chair, Governance Committee Chair, outside
consultant, or other person(s)?)
- If
questionnaires, who compiles the responses?
(outside consultant for confidentiality? Board
Chair? Corporate Secretary? Online survey tool?)
- Do
you do both Board and Self-Peer evaluations in
the same year, or stagger these and maybe other
such as Committee Evaluations?
- For
Self-Peer evaluations, how is feedback
communicated to each director? (verbatim
responses? Board Chair interview one-on-one?
Other?)
- Is
the information use exclusively for development
of individual and Board capabilities, or is it
shared with nomination committee?
- What
region of Canada are you in?
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
(optional): Email
(optional): Company Type:
(i.e. publicly
traded, crown corporation, not-for-profit,
government) Company Size:
(i.e. small,
medium, large issuer based)
Response:
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. |
WHITE PAPER ON SHAREHOLDER
COMMUNICATION
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.
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Click the links below for the
complete reports
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CSA
release factors considered in assessing IPO share
structure Stikeman Elliott
LLP
The Canadian
Securities Administrators (CSA) released Staff
Notice 41-305 on September 24, which discusses the
factors considered by regulators when assessing a
proposed share structure in an IPO and,
specifically, whether a proposed structure is
contrary to the public interest. According to the
notice, the CSA have encountered numerous IPOs
recently where questions with respect to the
proposed share structure led to a recommendation
against the issuance of a prospectus receipt on
such offerings. The CSA is particularly concerned
with companies that have already issued an
"unusually large" number of shares for nominal
cash consideration, especially where the company
has a limited history of operations and the IPO
financing is relatively small.
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Public
Companies Should Consider Amending Stock Option
Plans Prior to 2011 to Reflect Income Tax
Withholding Requirements McCarthy
Tétrault
The 2010 Federal
Budget includes provisions affecting employee
stock option plans. One such budget provision
"clarifies" that after 2010, employers will be
required to make source deductions in respect of
employee stock option benefits to ensure that an
amount on account of tax on the value of the
taxable benefit associated with the issuance of
securities is remitted to the government by the
employer. Amendments to the Income Tax Act will
provide that, for the purposes of the withholding
requirement, the employment benefit realized by an
employee on the exercise of a stock option must be
determined as if it were paid as a cash bonus.1
This amendment will apply to benefits arising on
the issuance of securities after 2010, which delay
was said to provide time for businesses to "adjust
their compensation arrangements and payroll
systems
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New legislation in the U.K. increases
the need for anti-corruption
proceduresMiller Thomson LLP
Earlier this year,
the UK enacted new legislation which should be of
concern to Canadian companies operating
internationally.
In the U.K., the
Bribery Act 2010 introduces new concepts to
anti-corruption regulation that will affect any
Canadian company with operations in that country.
These concepts go much further than those found in
Canada's Corruption of Foreign Public Officials
Act (CFPOA) or the U.S.'s Foreign Corrupt
Practices Act (FCPA).
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Advertising Opportunities
Are you interested
in advertising your company on CSCS's website and/or
monthly e-newsletter?
For just $300.00
(plus HST) annualy, visibility can be yours on
either the CSCS website or the monthly e-newsletter
which goes out to our members and our network of
contacts.
For those interested
in advertising in both to increase
their visibility, a package rate of $50.00 (+
HST) per month, or an annual charge of $500.00 (+
HST) is available.
Press release
or advertorials can also be posted on the
monthly e-newsletter. Rates are $150 (+ HST) per
banner ad per newsletter, or $1,000 (+ HST) per
year. $350 for an
advertorial or advertising article.
CSCS's monthly
enewsletter has a circulation of over 5,000 including
members and other governance professionals. For
advertising, or for further inquiries, please email
info@cscs.org. |
Welcome
to New Members
Delarie Schneider Aecon
Lockerbie Construction Group Inc
Eileen MacDonald
GS1
Canada
Aliki
Zacharia
GS1 Canada
Lynn
Berry
Fort McMurray Airport
Authority
Elaine Toomey Norbord
Inc.
Michelle
Garraway Redknee Solutions Inc
John Mountain Northwest
& Ethical Investments LP
Hazel
Perfinian Laurel Hill Advisory Group
LLC
Hazel
Perfinian Laurel Hill Advisory Group
LLC
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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
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Job Postings
Do
you have a career opportunity that you would like to
advise our members? We invite you to send
your posting for distribution to members
(and friends) of the Canadian Society of Corporate
Secretaries.
Click
here for
more details Please
login to
www.cscs.org
to
view recent Job Postings.
Corporate Secretary
Assistant TELUS Vancouver,
BC October 21, 2010
Senior
Corporate Secretarial
Officer DSA Corporate Services Inc
Toronto, ON October 21,
2010
Corporate
Administrator Citco Trustees (Cayman)
Limited Cayman Islands October 18,
2010
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Membership Benefits
ˇ Advocacy
ˇ
Networking and Contacts
ˇ Membership Directory
ˇ Information Resources
ˇ Professional Development
ˇ Research Library
ˇ Access to Employment
Opportunities
To learn more about our membership benefits visit www.cscs.org.
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Events
& Workshops
Institute
of Corporate
Directors
Governance Issues in Small to Mid-Sized Companies
October 20, 2010 Fairmont Royal York 100 Front
St. W Toronto, ON For complete list of
ICD events Click here.
Brown
Governance
Corporate
Governance Seminar
October 27, 2010 Location: Royal York Hotel,
Toronto
CIRI's
Essentials of Investor Relations
Financial
Analysis & Valuation for the IRO - Session 1 -
Financial Statements CIRI National October
5, 2010
Financial
Analysis & Valuation for the IRO - Session 2 -
Evaluating Financial Performance CIRI
National October 19,
2010
IPAC
Leadership Conference November 4-5, 2010
Westin Harbour Castle Hotel Toronto, Ontario
RR
Donnelley
RR Donnelley Hot
Topics in Cross-Border Securities
InstituteNovember 9, 2010Calgary TELUS Convention Center -
Glen 201 - 204 120 Ninth Ave SE Calgary, AB T2G 0P3
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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
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Publications
Chartered
Secretaries Canada offers publications that may be of
interest to CSCS Members
Practical
Guides for Strategic Governance The first
guide, Understanding Your Board of Directors, of this
popular series is now available in English for
$19.95.
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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
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Are You Drafting an Agreement to Commit a
Crime?Miller Thomson LLP
A number of written
agreements, such as those for the purchase and sale of
interests in a business, contain non-competition
provisions. Some of these provisions may be agreements
to commit a criminal offence under the Competition Act (the
"Act"). After the client has been convicted of the
offence, and sentenced, I leave it to your imagination to
consider what might be the fate of the in-house counsel or
outside law firm who advised that party, and drafted the
offensive agreement.
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Federal
Court of Canada Gives Organizations a
Break Cassels Brock LLP
Since the introduction in Canada
of the Personal Information Protection and Electronic
Documents Act ("PIPEDA"), lawyers advising organizations
involved in civil litigation sometimes have struggled with the
"rules of the road" to apply in terms of requests for
disclosure of records containing personal information. While
PIPEDA permits organizations to refuse requests for access to
personal information that is subject to solicitor-client
privilege, it is silent on refusals to disclose information
subject to litigation privilege. A broader question is whether
PIPEDA even applies to personal information gathered against
the opposing party in the course of litigation since PIPEDA
regulates personal information collected, used or disclosed
"in the course of commercial activities" - is it a "commercial
activity" to defend oneself in a lawsuit? Common sense would
indicate that it is not.
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Changes to Canadian Pension Investment
Rules Gowlings LLP
Pension reform has been a hot
topic in Canada over the past several years. One of the
topics heavily debated in the context of pension reform has
been the pension investment rules that govern Canadian
registered pension plans.
In Canada, the pension investment
rules generally are governed by provincial law, although many
of those laws adopt the rules that apply to
federally-regulated pension plans, as set out in Schedule III
to the Pension Benefits Standards Regulations, 1985 ("Schedule
III"). While there are some differences in the
investment rules amongst jurisdictions, generally the rules
include a qualitative aspect (in all cases, prudence),
economic conflict-of-interest rules (addressing investments in
or transactions with related parties), and a number of
quantitative rules for investment.
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NYSE Commission outlines
corporate governance principles Stikeman
Elliots LLP The New York Stock Exchange's
Commission on Corporate Governance released a report last week
that identified core governance principles it believed could
be widely accepted and supported by issuers, investors,
directors and other market participants. The Commission,
formed in response to the financial crisis of 2008 and 2009,
considered numerous issues, including the proper role and
scope of a director's authority, management's responsibility
for governance and the relationship between a shareholder's
trading activities, voting decisions and governance.
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CCGG
releases 2009-2010 annual report Canadian
Coalition for Good Governance
The Canadian Coalition for Good Governance
recently released its 2009-2010 annual report, titled
Improving Corporate Governance in Canada. Among other things,
the report lists CCGG's accomplishments over the past year and
sets out its operational plan for 2010-2011. According to the
report, the CCGG intends to focus on such governance matters
as expanding its engagement program, continuing to encourage
boards to follow its Principles of Executive Compensation,
encouraging issuers to adopt "say on pay", developing
principles to assist boards in determining director
compensation policies, releasing guidance to assist boards in
applying its Building High Performance Boards to corporations
controlled by a shareholder holding a majority or controlling
equity stake in the company, updating its Statement of
Principles Regarding Member Activism, urging the federal and
provincial governments to create a national regulator with
improved enforcement and eliminating barriers to shareholder
democracy.
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Dodd-Frank-Application
of Corporate Governance, Securities Reform and Disclosure
Requirements to Public Companies Davies Ward
Phillips & Vineberg LLP
The scope
of the recently enacted Dodd-Frank Wall Street Reform and
Consumer Protection Act ("Dodd-Frank" or the "Act") extends
beyond regulating the financial industry and includes a number
of corporate governance, securities reform and disclosure
requirements that will apply to public companies, including
Canadian companies, with securities registered or traded in
the United States. While certain provisions of the Act are
effective immediately, a majority of the reforms will be
implemented through regulatory action by the U.S. Securities
and Exchange Commission (the "SEC") or U.S. national
securities exchanges. In most cases, the Act directs the
regulatory agencies to adopt the implementing rules over the
course of the next year. After adoption of these rules, the
scope of the Dodd-Frank regulatory changes, as well as their
application to Canadian companies, should become
clearer.
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Top US Companies Acting
on Corporate Governance, Compensation Priorities, Say
Corporate Governance SurveysShearman &
Sterling LLP
With the specter of dramatic
regulatory changes hovering over them, US public companies
have been acting aggressively to streamline corporate
governance practices and establish their executive
compensation priorities, according to Shearman &
Sterling's eighth annual Corporate Governance Surveys of the
100 largest US public
companies.
This year's surveys-the eighth
annual examination of general governance practices and
director and executive compensation practices-are once again
based primarily on an in-depth analysis of the 2010 proxy
statements of the 100 largest US public companies. These proxy
statements were filed months before the recent signing of the
Dodd-Frank Wall Street Reform and Consumer Protection Act of
2010, which calls for sweeping regulatory changes, including
changes to US corporate governance and executive compensation
practices.
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Institutional
investors increasingly seeking environmental, social and
governance information" Canada's CAs
Chartered Accountants of Canada A
new publication from the Canadian Institute of Chartered
Accountants (CICA) finds that mainstream institutional
investors are beginning to incorporate environmental, social
and governance (ESG) factors into their decision
making.
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How to get the most out
of your board CorporateSecretary.com
The history of corporate America
is lately more one of failure than of success. And for every
great failure, we have seen a regulatory response: 1929 stock
market crash - SEC created. Bank failures - creation of the
Federal Deposit Insurance Corporation. Savings and loan crisis
of the 1980s - the Financial Institutions Reform Recovery and
Enforcement Act. Enron/Andersen/WorldCom - SOX. Compensation
abuse - compensation discussion and analysis disclosure.
Fannie Mae/Freddie Mac - Federal Housing Finance Agency.
Lehman/AIG/Merrill/WaMu/Citi - Troubled Asset Relief Program
and Term Asset-backed Securities Loan
Facility.
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Canadian
Securities Regulators Observe Moderate Improvement in Issuers'
Compliance With Certification
Requirements Canadian
Securities Administrators
The
Canadian Securities Administrators (CSA) today published Staff
Notice 52-327, Certification Compliance Update which
summarizes issuer compliance with the requirements of National
Instrument (NI) 52-109 Certification of Disclosure in Issuers'
Annual and Interim Filings. The results show moderate
improvement in the level of compliance by issuers since a
similar review was conducted last
year.
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Canadian Securities
Regulators Introduce Amendments To Oil And Gas
Disclosure Canadian Securities
Administrators
The Canadian Securities
Administrators (CSA) have introduced amendments to National
Instrument 51-101 Standards of Disclosure for Oil and Gas
Activities and related forms, which are designed to improve
and clarify the disclosure of oil and gas reporting
issuers.
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Dysfunction
at the ballot box The Globe
and Mail
Your
ballot is marked and cast - but will it count?
We are
not talking about a provincial or federal election. Instead,
it is corporate elections for board members and shareholder
resolutions that are a growing concern.
Davies Ward
Phillips & Vineberg LLP is poised to release a massive
report that lead author Carol Hansell, one of Canada's
pre-eminent lawyers on matters relating to corporate
elections, hopes will kick start a discussion on the problems
in Canada's system of shareholder voting.
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Not-For-Profit News &
Articles |
Board and Volunteer
Recruitment Excerpted from Canadian
Association Managment, Chapter 4 "Board and Volunteer
Orientation and Training (published by CSAE)
Strong and
capable Boards of Directors and association committees don't
happen by chance. In fact, many associations continue the
practice of appointing a Nominating Committee a month or two
before their annual meeting and, as a consequence, end up
struggling to find "warm bodies" to fill the number of
Director positions outlined in their by-laws.
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Fifteen keys to a great
meeting CharityVillage.com Think
of all the meetings which volunteers and staff in the
nonprofit sector have attended since CharityVillageŽ was born
15 years ago. They probably number in the
hundreds-of-thousands, if not over one million meetings, and a
lot of them not very productive or stimulating. For CV's
anniversary, I wanted to share 15 key actions for successful
meetings. As nonprofits head into an active season of
meetings, share this article with members and staff who are
involved in meetings.
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Board
of directors performance
evaluations CharityVillage.com
We can
never be too good at anything, so something to consider as a
new director of any given board is whether your performance
will be formally assessed or evaluated. If so, welcome the
challenge and opportunity for improvement, as it will help you
continue to grow in your role - and as a
person.
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About
CSCS
The
Canadian Society of Corporate Secretaries (CSCS) is the
voice of Corporate Secretaries and governance professionals in
Canada. Its members deal with disclosure and
matters affecting corporate governance, including the
structure and meetings of the board of directors and its
committees, the proxy process and annual meetings. As
such, CSCS strives to provide valuable and timely information
on recent changes and developments which affect our members,
via our website (www.cscs.org) and our monthly
e-newsletter.
Our
members include professionals with titles such as
Corporate Secretary, Manager Corporate Governance, General
Counsel, Chief Compliance Officer, VP Regulatory Affairs,
Associate Corporate Secretary, and Board
Administrator.
Mission
Statement The promotion and
advancement of effective governance and corporate secretarial
practice in organizations in the private, public,
not-for-profit and other sectors through the continued
development and application of governance and corporate
secretaryship best
practices. |
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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