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Newsletter of the Canadian Society of Corporate Secretaries
 
lynn imageDear Member 
 
As we usher in the start of our summer and approach the half-way point of 2010, I thought I would roundup a few recent regulatory developments worth noting and keeping on your radar... 
 
 
Earlier this year, the Ontario Securities Commission released OSC Staff Notice 51-717 regarding the disclosure of corporate governance and environmental matters by reporting issuers. During 2010, they intend to conduct a review of compliance with the requirements of National Instrument 58-101 Disclosure of Corporate Governance Practices. The review will build on the results of their 2007 review, described in CSA Staff Notice 58-303 Corporate Governance Disclosure Compliance Review. 
 
 
During 2010, the OSC also intends to issue a staff notice providing guidance on compliance with existing environmental disclosure requirements under National Instrument 51-102 Continuous Disclosure Obligations. They intend to publish the notice by December 2010 so that reporting issuers can consider the guidance when preparing their 2010 annual continuous disclosure documents. The OSC also issued a report to the Ontario Minister of Finance in January of 2010 with recommendations aimed at creating more structure around environmental and corporate sustainability reporting.
 
In April, the Canadian Securities Administrators (CSA) issued a request for comments to changes proposed to national instruments dealing with NI-54 101 on the Communication with Beneficial Owners of Securities of a Reporting Issuer and also to Continuous Disclosure Obligations. The key aspects of the proposed amendments include: The introduction of a "notice-and-access" regime for Canada, in which reporting issuers have the option of sending investors a notice informing them that the information circular and other proxy-related materials are available on the Internet instead of sending the information circular by mail; enhanced disclosure regarding the beneficial owner voting process; and simplification of the beneficial owner proxy-appointment process. The comment period will expire on August 31, 2010 and CSCS intends to look at the proposed amendments and to gather member feedback on their perceived impact in order to respond to the request for comments.
 
In May, the federal government tabled a new legislation, the Canadian Securities Act, aimed at creating a national securities regulator. The Canadian Securities Transition Office, which led the work on the proposed Canadian Securities Act, intends to release a detailed transition plan during the summer. It is being proposed by the government as a voluntary regime, which enables provinces and territories to opt in at their choice. So far, Quebec, Alberta and Manitoba have indicated that they intend to continue with the status quo.
 
In early June, the Multilateral Consultation Paper 51-403, Tailoring Venture Issuer Regulation, was released. It seeks input on whether there is an opportunity to build on the current venture market regulatory regime and further enhance investor protection while reducing regulatory costs for venture issuers. In addition to soliciting written comments, participating Canadian securities regulators will be holding consultation sessions across Canada, beginning in June, to solicit feedback from venture market participants, gauge interest in the proposals, and identify any regional differences. This is another area that CSCS will be following closely over the next few months.
 
 
On the not-for-profit side, the Ontario Government introduced Bill 65 on May 12, 2010: 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. The proposed legislation follows the federal Not-for-profit Corporations Act which received Royal Assent in June 2009 (not yet proclaimed in force) and which made similar reforms to the legislative scheme applicable to federally incorporated not-for-profit corporations. 
 
 
For more information on these and other top developments, check out our news section below.
 
Also, don't forget to take a look at the program for our upcoming 12th annual conference (August 22nd-25th in Lake Louise).  CLICK HERE to see what issues, updates and best practices we have planned to provide with. This promises to be an information-packed, interactive and fun program, and we plan to make the most of the beautiful region of Lake Louise and Banff. So hurry and REGISTER before June 25th to get the Early Bird discount!
 
 
Warm regards,
 
Lynn Signature White  background 
Lynn Beauregard
President
Call for participations 

Call for Entries
Chartered Accountants of Canada's Corporate Reporting Awards

Do you take pride in your corporate reporting?  Are you looking to raise the bar even further?  The Chartered Accountants of Canada's Corporate Reporting Awards is an opportunity to see how your organization stacks up with others that share your commitment to excellence.  
Both public-sector and private-sector companies are eligible to enter.  Entrants receive written feedback from our panel of expert judges providing insights into best practices and ways to improve in all areas of corporate reporting.  

Find out the two simple steps required to enter.

 

 
Get On Board

The Canadian Board Diversity Council (CBDC) 'Get on Board' 2010 Education Program is designed to complement existing director education programs. The CBDC mandate includes equipping board-ready and high-potential diverse candidates with the tools to pursue board placement.

For more detail click here
 

 
Request for Assistance 
 
A small public traded company asks:
An Issuing Company counts trading shares in another public issuer among its assets and elects to sell some or all of those shares on the public market. Does the decision to do so require committee or even board participation or is it normally made at the discretion of the Director-CFO?  How, if at all, does the value of the shares to be sold alter the nature of the decision-making process?
 
Please send all responses to info@cscs.org.   In order to provide information that is more comprehensive to our members, please use the following format to respond.    
 
Contact Name:                
Email:   
Company Type: 
(i.e. publicly traded, crown corporation, not-for-profit, government)
Company Size:  (i.e. small, medium, large issuer based)  
 
Responses will be collated and then forwarded to the members at a later date, as well as being posted on the CSCS Request for Assistance Section in the Members Only area of the website.
 
To view responses to previous Request for Assistance, click here or login and
click on Members Only Section > Request for Assistance Responses.
  
News & Updates 
Canadian Securities Regulators Seek Feedback on Tailoring Venture issuer Regulation
Canadian Securities Administrators
 
Securities regulators in British Columbia, Alberta, Saskatchewan, Manitoba, New Brunswick and Nova Scotia today published a consultation paper designed to assess market interest in developing a more tailored approach to regulating venture issuers.
 
Multilateral Consultation Paper 51-403 Tailoring Venture Issuer Regulation seeks input on whether there is an opportunity to build on the current venture market regulatory regime and further enhance investor protection while reducing regulatory costs for venture issuers.
CSTO COMPLETES FIRST STEP IN THE DEVELOPMENT OF A CANADIAN SECURITIES REGULATOR
Canadian Security Transition office
 
The Canadian Securities Transition Office (CSTO) has completed the initial phase of its mandate to lead the development of a Canadian securities regulator by submitting a draft Canadian Securities Act to the Minister of Finance. Following review by the Government of Canada, the Minister today released a proposed Act, marking the first major milestone in the CSTO's work to implement and transition to the Canadian Securities Regulatory Authority (CSRA).
 
 
Securities regulator law coming in 'days': Flaherty
Globe and Mail Update
 
Finance Minister Jim Flaherty said he will complete legislation that would create a national securities regulator within "days," evidence that he remains committed to the plan despite opposition from Quebec.  
Corporate governance becomes hot topic for hedge funds
Hedge Funds Review
 
Over the past decade, the markets have seen a well-publicised rise in activism by investors focused on the strategy of individual companies and on the way they are governed, remunerated and structured. Even mainstream institutional investors have been involved in requisitioning resolutions to remove board members at companies like Management Consulting Group and Whatman.
 
Corporate Governance Questions
GlobalBrief: Web Exclusive
 
Often, framing questions well is more important than coming up with the 'right' answers. This is certainly the case when addressing the vexing issues surrounding 21st-century corporate governance or accountability. While it is tempting to identify individual scapegoats, the issues are typically too complex to allow for such simplistic approaches. As Peter Drucker said almost 30 years ago, "Whenever an institution malfunctions as consistently as boards of directors have in nearly every major fiasco of the last 40 or 50 years, it is futile to blame men."
  
A qualified man is hard to find
The Globe and Mail
 
Women hold just 14% of board seats on Financial Post 500 companies, according to the Catalyst 2009 Census, which also reported that 45% of publicly held companies had no female directors.
 
Prudent, perhaps, but the Canadian model pays off
The Globe and Mail:opinion
 
W
hile the world economy is now recovering from the first global financial crisis since the 1930s, the global debate on how best to present a reoccurrence is anything but settled. Financial reform proposals in the United States, the European Union, Britain and elsewhere present quite different views on how this core sector should be regulated, with the battle over a proposed bank tax being a prominent example. In all this, as a recent Financial Times article observed, "Canada is a real-world, real-time example of a banking system in a medium-sized, advanced capitalist economy that worked. Understanding why the Canadian system survived could be a key to making the rest of the West equally robust."
  
TSX Venture Exchange Amends Policy Manual Effective June 14, 2010
Fraser Milner Casgrain LLP
 
Amendments to the TSX Venture Exchange's policy manual will come into effect on June 14, 2010. The changes will affect minimum listing requirements, tier maintenance requirements and capital pool company policy. The amendments will only apply to applications filed on or after June 14.
 
Our opaque Canadian way
National Post ·
 
The largest U.S. bankruptcy in history, the US$600-billion collapse of Lehman Brothers Holdings Inc. is producing some eye-popping fees for U.S. law firms in on the action.
  
Corporate-Commercial Law: Business Corporations Act (Quebec) Enacted
Blakes
 
Bill 63, the Business Corporations Act (Quebec) (the Act), was adopted by the Parliament of Quebec on December 1st, 2009 and enacted on December 4th. It is now Chapter 52 of the 2009 Quebec Statutes. The Act will come into force on a date to be set by the government, which is expected to be around January 2011.
  
OSFI creates board watchdog
Financial Post
 
Canada's financial regulator has set up a new unit to focus exclusively on whether boards of directors are properly carrying out their risk-management responsibilities.
  
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June 08, 2010
In This Issue
President Message
Request for Assistance
Advertising Opportunities
CSCS Welcomes New Members
CSCS Board of Directors
Job Postings
Membership Benefits
Events & Workshops
Not-For-Profit News & Articles
About CSCS
 
Join Our Mailing List
Quick Links
 
 
Job Postings
 
Request for Assistance
Advertisers 
 
 
 
 
 
Advertising Opportunities 
 
Are you interested in advertising your company on CSCS's website and/or monthly e-newsletter?
 
For just $300.00 (plus HST) annually, 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 increased 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 e-newsletter has a circulation of over 5,000 including our members and other governance professionals.  To advertising, or for further inquiries, please email info@cscs.org. 
Welcome to New Members
Kate Burkett 
CEDA International Corporation
 
Gary Deathe 
The Altman Group
 
Claudia Ferris 
Quadra Mining Ltd.
 
Michelle Magnaye 
Bank of Montreal
Dominique
 
Poulin-Gouin Dominique
Poulin Gouin LL.L
 
Michiko Profeit 
Dakwakada Development Corporation
 
Debbie Robinson 
Heart Trust / NTA
 
Susan Trollope 
CFPCN Physician Corporation
 
Linda Weinzettl 
St Andrew Goldfields Ltd.
 
 
 
Welcome!
Board of Directors
 
Mary Batoff
Vice President, Legal & Secretary First Uranium Corporation
Toronto ON
 
Lynn Beauregard (President)
Canadian Society of Corporate Secretaries
Toronto ON
 
Karen Dunfee
Corporate Secretary
Teck Cominco Limited
Vancouver BC
 
Sylvia Groves (Chair)
Governance Advisor
GG Consulting
Calgary AB 
 
Daryn MacEachern (Secretary) 
Assistant Corporate Secretary
Talisman Energy Inc.
Calgary AB
 
David Masse (Vice Chair)
Assistant Corporate Secretary
CGI Group Inc.
Montreal QC
 
Janis McKenzie
Manager
Sun Life Financial Inc.
Toronto ON
 
Patricia Parisotto

Corporate Secretary
Discovery Capital Management Corp 
Vancouver BC
 
Laurel Savoy
VP Trust Services
CIBC Mellon Trust
Toronto ON
 
Joan Wilson (Treasurer)
VP & Corporate Secretary
Sun Life Financial Inc.
Toronto ON
  
 
 

Job Postings

Do you have a career opportunity that you would like to advise our members of ...?  We invite you to send your posting for distribution amongst members of the Canadian Society of Corporate Secretaries.   
 
CheckClick here for more details
 
Please login to www.cscs.org
to view recent Job Postings.
 
Associate Corporate Secretary & Compliance Officer
Ottawa, Ontario 
Posted on: June 01, 2010
 
Membership Benefits
 
· Advocacy
· Networking and Contacts
· Membership Directory
· Information Resources
· Professional Development
· Research Library
· Access to Employment
  Opportunities
 
To learn more about our membership benefits visit www.cscs.org
.  
Events & Workshops
 
 

Investor Relations in a Socially Responsible and Green Global Environment
23rd Annual Investor Relations Conference
June 13-15, 2010
Faimont Chateau Laurier
Ottawa, ON

Register Now
 
RR Donnelley: Hot Topics in Cross-Border Securities Institute
June 15, 2010
St. Andrew's Club & Conference Centre, Toronto 
 
 
62nd IPAC National Annual Conference
Guardians of Our Communities, from Local to Global
August 22 - 25, 2010
Westin Hotel, Ottawa
 
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. 
 
CheckVisit ICSA's online book store to order.
Canadian Securities Administrators Adopt New Insider Reporting Regime
Blakes
 
The Canadian Securities Administrators (CSA) recently announced the adoption of National Instrument 55-104 - Insider Reporting Requirements (NI 55-104) and the related companion policy (the Companion Policy), a new insider reporting regime which harmonizes insider reporting requirements and exemptions in one national instrument across all Canadian jurisdictions except Ontario where equivalent requirements will remain in the Securities Act (Ontario), amended to reflect the new regime.
 
Terence Corcoran: Magna's 'tame' directors?
National Post
 
The debate over whether outside directors are useful protectors of corporate and shareholder interests is usually thought to be settled, especially among proponents. The evidence is in, they say.
  
Good governance does matter
Financial Post
 
In his April 1 commentary, Terence Corcoran suggested that there is no evidence that good corporate governance increases shareholder returns, calling in to question the role of groups like the Canadian Coalition for Good Governance.
 
Not-For-Profit News & Articles
HEADS UP ONTARIO NOT-FOR-PROFIT CORPORATIONS -YOUR NEW ACT HAS ARRIVED AT LAST!
 
On May 12, 2010, the Ontario Government introduced Bill 65, the new Not-for-Profit Corporations Act, 2010 (the "NFPCA").
.
 
Ontario modernizes not-for-profit groups
The Star
 
A new law proposed Wednesday is aimed at making sure that charities, volunteer organizations and other not-for-profit groups are run more professionally.
 
 
New CICA resource for NPO Directors

Not-for-profit organizations in Canada are operating in a climate of ever-increasing public scrutiny.  The Canadian Institute of Chartered Accountants has developed a Not-for-Profit Director Alert entitled Increasing Public Scrutiny of Not-for-Profit Organizations: questions for directors to ask.  The brief, easy-to-read publication addresses issues such as the need for a robust policy framework, ensuring that policies are applied,  and responding to requests for information from members, media, or the general public.
 
The document is available for free download Engilsh French
The Numbers Game: Effective Financial Reporting
CSAE
 
Effective financial reporting can make - or break - an organization's operation. Make sure you are taking all the right steps
 
How often and how much? These are two questions that are regularly raised when it comes to successful financial reporting. How often should a financial report be presented to an association's board? And how much information should it contain?
 
The Auditor's Relationship with your Not-for Profit Organization
CSAE
 
Upfront planning and a better understanding of the process can make the audit process far more rewarding
 
It is time for your annual financial audit. After the auditor has spent days at your office asking numerous questions (many the same as the year before), preparing statements and writing a management letter to your Board of Directors summarizing the audit in audit terms, you wonder to yourself if you might be able to get two audits next year because the process was so rewarding. Well, okay, that's not usually how the audit process unfolds.
 
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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