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Newsletter of the Canadian Society of Corporate Secretaries
Message from the Chairman
David MasseDear 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. 


David Masse
Chairman of the Board
Conference Update
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
416 921-5449 ext. 315
1-800-774-2850 ext. 315

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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 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

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

Request for Assistance 

Medium hybrid - not for profit parent with for profit subsidiaries (all the same board) asks:
  1. Do you use questionnaires, or one-on-one director interviews, both, or other?
  2. If interviews, who conducts them? (your Board Chair, Governance Committee Chair, outside consultant, or other person(s)?)
  3. If questionnaires, who compiles the responses? (outside consultant for confidentiality? Board Chair? Corporate Secretary? Online survey tool?)
  4. Do you do both Board and Self-Peer evaluations in the same year, or stagger these and maybe other such as Committee Evaluations?
  5. For Self-Peer evaluations, how is feedback communicated to each director? (verbatim responses? Board Chair interview one-on-one? Other?)
  6. Is the information use exclusively for development of individual and Board capabilities, or is it shared with nomination committee?
  7. What region of Canada are you in?
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
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.


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
News & Updates 
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.
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
New legislation in the U.K. increases the need for anti-corruption procedures
Miller 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).
October 2010
In This Issue
Message from the Chairman
Conference Update
Call for Speakers
News & Updates
Job Postings
Events & Workshops
Not-For-Profit News & Articles
About CSCS
Join Our Mailing List
Quick Links
Not A Member
Job Postings
Request for Assistance
ICSA Software
Advertising Opportunities 
Are you interested in advertising your company on CSCS's website and/or monthly e-newsletter?
For just $300.00 (plus 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
Delarie Schneider 
Aecon Lockerbie Construction Group Inc
Debby Atallah 
GS1 Canada
Alicia Duval 
GS1 Canada
Ainka Jess 
GS1 Canada
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
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.

Corporate Secretary Assistant 
TELUS Vancouver, BC  
October 21, 2010 

Corporate Secretarial Officer
DSA Corporate Services Inc 
Toronto, ON  
October 21, 2010 

Corporate Administrator 
Citco Trustees (Cayman) Limited 
Cayman Islands
October 18, 2010 

Membership Benefits
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ˇ Professional Development
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To learn more about our membership benefits visit
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  

For complete list of CIRI event click here

IPAC Leadership Conference

November 4-5, 2010
Westin Harbour Castle Hotel
Toronto, Ontario

RR Donnelley

RR Donnelley Hot Topics in Cross-Border Securities Institute
November 9, 2010
Calgary TELUS Convention Center - Glen 201 - 204 
120 Ninth Ave SE
Calgary, AB T2G 0P3
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 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 (
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.

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.
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.
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.
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.
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.
Top US Companies Acting on Corporate Governance, Compensation Priorities, Say Corporate Governance Surveys
Shearman & 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.
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.
How to get the most out of your board
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.

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. 
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.
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.
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.

Fifteen keys to a great meeting

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.
Board of directors performance evaluations
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.
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