THE NEWSLETTER  FOR THE CANADIAN SOCIETY OF CORPORATE SECRETARIES

OCTOBER 2012

 

CSCS SHAREHOLDER DEMOCRACY SUMMIT: UPDATE
EXECUTIVE SUMMARY   David Masse

The Canadian Society of Corporate Secretaries ("CSCS") took the initiative in October 2011 of convening the inaugural Shareholder Democracy Summit in Toronto. The purpose of the Summit was to bring together the key organizations that play a role or that have a stake in proxy voting in the Canadian capital markets. The two-day conference focused on the state of proxy and share voting in Canada.
 
The Summit confirmed that there is a consensus among key Canadian stakeholders that the current shareholder voting processes are deeply flawed, and that there may be an opportunity to undertake fundamental reform.
 
The Inaugural Report that we published following the Summit provides a detailed report of the proceedings and is available to be downloaded from the CSCS website by clicking here. If the link is not active in this document you may access the Inaugural Report (here).
 
 In our debrief following the Summit, CSCS concluded that, while the Summit was a success, and was in fact more successful than we had anticipated, real progress towards a meaningful and effective reform of the shareholder democracy processes will require a full-time impartial facilitation effort.
 
To that end, after giving this some careful thought, CSCS is currently proposing to key stakeholders a five-year, full-time facilitation program whose broad outline is the following:  (Read More)
 
CONFERENCE UPDATE
Success for 2012; Gear up for 2013   

This year's Corporate Governance Conference achieved record-breaking attendance - a total of 351 delegates. It was a pleasure to host you in Vancouver, BC, and we hope that you all enjoyed your time and networking opportunities.

 

It's not too early to plan for your future event participation! Mark your calendars for Halifax, Nova Scotia, August 18 - 21, 2013. If you're eager to get a head start on your planning, the accommodation line is open and available. Click here to view the 2013 details now.

 

Cheers,

 

Tina Hutchinson  

Manager, Events & Special Projects


 
membership news
Important Information About Your 2013 CSCS Membership Invoice
 
CSCS will be sending out the 2013 (January 1, 2013 - December 31, 2013) membership invoices soon. Please check your profile to ensure that your contact information is correct.

Please note that we are issuing the 2013 invoices later than in the past (typically issued in mid October) to accommodate changes in the profile template. Though the invoices are being issued later, they are still due January 1, 2013. A $50.00 late fee will be added to all invoices in arrears as of April 1, 2013.

 

Please contact us (info@cscs.org) with any questions.

 

Pilot Mentorship Program
 
Are you an experienced Corporate Secretary in the Greater Toronto Area or Vancouver?  We still need mentors in the above-mentioned locales.

Are you new to the Corporate Secretary field and located in Calgary? We have a Mentor ready for you!

The Pilot CSCS Mentorship Program connects new and junior corporate secretaries with successful and more experienced governance professionals, for the purposes of helping to build useful networks, tips and tricks to guide mentees to achieving their career goals and identify best practices. Some of the objectives of the program include assisting newcomers with developing their professional networks and with making educated career decisions and to increase understanding of Canadian workplace culture and the reality of transferring professional designations.

The Pilot CSCS Mentorship Program is open to all CSCS members. If you are interested in imparting your well-earned experience and knowledge as a mentor, please contact Pamela Smith, Director, Membership and Administration at pamela.smith@cscs.org.

The extended deadline for enrolment in the 2012-13 program is October 31, 2012 (please see the application form for details).
 
The Discussions Continue...
 
In response to member input, CSCS is attempting to create more networking and learning opportunities for members across Canada. As part of this initiative, we are planning quarterly sector-specific teleconference round-tables for members on top-of-mind trends and issues.

We are looking for:

  1. Folks that are interested in participating.
  2. Members interested in moderating a session
  3. Topics of interest. We have a few already in mind but are always on the lookout for fresh ideas!

Dates and times for our November discussions follow. Be sure to save these dates - and just so we have a rough idea of numbers, please register (at no cost) for sessions as indicated below.

  • Not-for-Profit Organizations: 12:00 pm ET Tuesday * November 13, 2012
    (click here to register)
  • Crown Corporations: 3:00 pm ET Tuesday * November 13, 2012
    (click here to register)
  • Large Issuers: 12:00 pm ET Tuesday November 20, 2012
    (click here to register)
  • Small- to Medium-Size Issuers: 3:00 pm ET Tuesday November 20, 2012
    (click here to register)
  • Private Sector Organizations: 12:00 pm ET Thursday November 22, 2012
    (click here to register)

For more information, contact me anytime - I look forward to connecting with you!

 

Pamela Smith, Director, Membership and Administration
pamela.smith@cscs.org  * 416-921-5449 x 303 * 1-800-774-2850 x 303  


 
JOIN CSCS 

Join an association which is the voice of Corporate Secretaries and governance professionals in Canada 

  

Membership in CSCS is open to:

  1. Governance Practitioners, i.e. corporate secretaries, assistant corporate secretaries, governance officers, legal counsel

  2. Consultants

  3. Representative of a business that provides support services or products to the governance practice

  4. Individuals who wish to join for professional development reasons.

Each Member in good standing is entitled to all membership privileges, including the right to a single vote on any issue before the membership and to vote at all CSCS Members' meetings and to hold office as a Director of CSCS or any other office of CSCS, if duly elected by the Members or appointed by the Board, in accordance with the Bylaws.

Membership is subject to annual renewal

Annual Membership Dues

 

The 2013 Membership fees, in Canadian dollars, are as follows (excluding applicable taxes):

  • Individual:      $495.00*

  • NFP and Academic Sector:   $375.00

  • Retired:   $80.00

* Group (3+) discount on individual membership fees: 15%

 

Applicable Tax Rate Based Upon Your Place of Residence
If you live in:the applicable GST/HST rate is:
Ontario, New Brunswick, Newfoundland and LabradorHST at 13%
British ColumbiaHST at 12%
Nova ScotiaHST at 15%
Territories and other
provinces in Canada
GST at 5%
Outside CanadaGST at 5%

 

 

Visit our website - www.cscs.org - to learn more about  CSCS  membership benefits.

 
REQUEST FOR ASSISTANCE

Do you have a question to ask your colleagues? Our Request for Assistance service is a great way to receive information in corporate secretarial, legal counsel and shareholder services.

 

 

Agenda Management Software for Forward Agenda Planning

We are looking for a recommendation on Agenda Management Software. Our preference would be to find a non-hosted option but interested in all recommendations.

 

Our goal is to have a system for forward agenda planning that streamlines our current process by minimizing the time spent to create, approve and track meeting items. The system would be used internally.

 

It would be ideal if the software included the following capabilities:

 

  • plan, manage, track and organize all agenda related data

  • ability to easily enter data, modify records and generate data specific commands

  • search function to locate specific items (by name, date, etc.)

  • view agendas a year-at-a-glance

  • forward specific agenda items (not the entire agenda) to participants

  • generate reports and summaries that can be exported into other formats like word, excel, and pdf.

  • iPad and Tablet compliant interface

  • intuitive interface so it is easy to set-up and use

  • include agenda templates and options to create a customized agenda

Other questions

To Respond:

Please submit your response by going to CSCS Forum or completing the form below. In order to motivate members to use our forum more effectively, CSCS will appreciate your effort if you can respond using the Forum. 

  

If you wish to remain anonymous, click here for instruction on how to manage your privacy setting.  

 

Company Type: *
(ie: Publicly traded, crown corp, not-for-profit, government)
 
Company Size: * (ie: Small, medium, large, issuer based)  
Responses: *  


(OPTIONAL)
  Please type in your contact information if you wish to publish it with your response  

Contact Name:
 
Job Title: 
Company: 
Email: 
Phone: 

 

Responses will be collated and then forwarded to the members at a later date, as well as being posted on the Request for Assistance Responses in the Members Only area of the website.

To view responses to previous Request for Assistance, please click here or login and click on Members Only Section > Request for Assistance Responses.

CanaGlobe Compliance Solutions Inc. and Eli Mina Consulting collaborate to bring you the following series of professional development sessions:  

HALF DAY SEMINARS IN CALGARY - NOVEMBER 1, 2012

 

"Minute Taking Standards & Related Issues" - based on the book "Mina's Guide to Minute Taking"

"101 Boardroom Problems and How to Solve Them" - based on Eli Mina's book of the same name

 

 For more details and to register for these seminars click HERE

 

IN-CAMERA MEETING MINUTES - WEBINAR NOVEMBER 20, 2012

What business should or must be conducted behind closed doors ("in-camera")?  Should minutes be taken in such meetings, and if so, who should take them?

 

For more details and to register for this webinar click HERE.

 

CONTACT

Brenda Davis 403 452-8026 or Suzanne Ferguson 403 452-8002

Email: info@canaglobecompliance.com

 



NEWS AND UPDATES
TELUS Empty Voting Decision
Davies Ward Phillips & Vineberg LLP

 

For the first time, a Canadian court has commented on "empty voting" tactics, signalling that courts may be willing to deny empty voters the ability to exercise shareholder rights, including the right of a 5% shareholder to requisition a shareholder meeting.

Read More

Canadian Securities Regulators Seek Further Comment on Proposed Rule of Venture Issuers

Canadian Securities Administrators

The Canadian Securities Administrators (CSA) today published for a second comment period proposed National Instrument 51-103 Ongoing Governance and Disclosure Requirements for Venture Issuers (NI 51-103), which was originally published for comment July 2011..

Read More

Battle lines drawn in proxy access votes
Corporate Secretary: Cross Border Ltd

Shareholders in the United States advocating so-called 'proxy access' are virtually certain to continue pressing for the controversial new rules next year, after winning a small but significant portion of votes at annual meetings this past spring. They also wrung significant governance concessions out of several other companies in exchange for withdrawing proposals prior to the meetings.

Read More

The NYSE and Nasdaq Propose New Rules for Compensation Committees Under Dodd-Frank
Troys LLP

The New York Stock Exchange and Nasdaq have proposed changes to their listing standards relating to compensation committees. The changes, which are mandated by the Dodd-Frank Wall Street Reform and Consumer Protection Act and related rules of the Securities and Exchange Commission, pertain to the independence of compensation committee members and their responsibilities when retaining advisers. The SEC must approve the new listing requirements in final form by June 30, 2013. There will be a transition period so that some of the new requirements will not come into effect until 2014.

Read More

TSX Adopts, and Proposes, New Director Election Requirements
Blake, Cassels & Graydon LLP

The Toronto Stock Exchange (TSX) has adopted amendments to its Company Manual which, effective December 31, 2012, will require TSX-listed issuers to: provide for the election of directors individually and not by way of a slate; hold annual elections for all directors; make specified disclosures concerning majority voting for the election of directors; and promptly release detailed disclosure of director election voting results.

Under a new proposal, the TSX is also considering mandating issuers to have majority voting for director elections at uncontested shareholder meetings.

Read More

What's ahead? At a Glance: Key Developments in Canadian Securities Regulation for the Investment Management Industry
Borden Ladner Gervais LLP

What's Ahead? At a Glance outlines the key securities regulatory developments that will affect the investment management industry in Canada. The Investment Management Group of Borden Ladner Gervais LLP (BLG) prepares these outlines periodically, reporting on the current status of each initiative, as well as the expected next step.

Read More

Advance Notice Policy Becoming A Key Tool In Canadian Proxy Contests
Davies Ward Phillips & Vineberg LLP

Shareholder activism is on the rise in Canada. As Canadian issuers wrestle with activist shareholders, the advance notice policy has become an important tool to protect companies from activist shareholders who might otherwise attempt to ambush a shareholders meeting by quietly collecting proxies and making a surprise motion from the floor to nominate directors.

Read More

Advance Notice Policies: A Tool To Consider With Regard To Shareholder Nominations For Electing Directors
Lavery, de Billy

The Supreme Court of British Columbia (the "Court") rendered a judgment that sheds new light on the shareholder nomination process for electing the directors of a business corporation1. In fact, the Court confirmed that a corporation's policy, which aimed to impose an advance nomination process at a shareholders' meeting, was reasonable and did not infringe shareholder rights with respect to electing the directors of a corporation.

Read More


NOT-FOR-PROFIT NEWS AND UPDATES 
Non-profits worried new law will hurt smaller agencies
The Globe and Mail

Canada's non-profit sector is grappling with the implications of a new federal law that gives members the equivalent of shareholder rights - creating avenues for more accountability and engagement but also concern over legal expenses and unintended consequences.

Read More

CRA Announces Completion of Joint Action Plan for Small and Rural Charities Initiative
Miller Thomson LLP

The Canada Revenue Agency ("CRA") announced on September 20, 2012, that it has completed its Joint Action Plan as part of CRA's Small and Rural Charities Initiative. This Initiative, which began in 2007, involved a government consultation with small and rural charities to better understand the unique compliance challenges they face. The findings were reviewed by a panel composed primarily of individuals from small and rural charities in Canada. The panel then worked with CRA to develop a joint action plan to address some the challenges facing small and rural charities.

Read More

IN THIS ISSUE
Shareholders Democracy Summit Update
Conference Update
Membership News
Join CSCS
Request for Assistance
News and Updates
Not-for-Profit News and Updates
Job Postings
Events
Quick Links
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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's 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.

 

 

BOArd of directors

(Chairman of the Board)
Senior Legal Counsel and Assistant Corporate Secretary 
CGI Group Inc. 
Montreal, QC

 

Mary D. Batoff
(Vice-Chair, Chief Governance Officer and Corporate Secretary) 
President and Chief Executive
First Uranium Corporation
Toronto, ON
 
Janis McKenzie
(Treasurer)
Cana, Share and Financial Administration
Sun Life Financial Inc.
Toronto, ON
 
Madeleine G. Bertrand
Director, Corporate Affairs and ATIP Coordinator
Royal Canadian Mint
Ottawa, ON
 
Misti Christensen
Manager Governance
Nexen Inc.
Calgary, AB
 
Margaret (Meg) Comiskey
Assistant Corporate Secretary
Vancouver Airport Authority
Vancouver, BC
 
Gina DeVeaux
Assistant Corporate Secretary
Purolator Inc.
Mississauga, ON
 
Leah M. Fitzgerald
Edmonton, AB
 
Christine Mills
Manager, Corporate Affairs and Governance
BC Children's Hospital Foundation 
Vancouver, BC  
 
Dawn Moss
Corporate Secretary
Eldorado Gold
Vancouver, BC
 
Janna Pantella
Corporate Secretary
DIRTT Environmental Solutions Ltd.
Calgary, AB
 
Laurel Savoy
Senior Vice President
Canadian Stock Transfer Company Inc.
Toronto, ON
 
Lynn Beauregard  
(President)  
Canadian Society of Corporate Secretaries
Toronto, ON


JOB POSTINGS
Do you have a career opportunity that you would like to share with our readers? If you have a job listing you would like to post to www.cscs.org. Please Click here for more details
 
Recent Job Postings:-
 
Corporate Secretary
The Oniva Group of Companies
Assistant Corporate Secretary
Technical Standards and Safety Authority (TSSA)
Please login to www.cscs.org to view all the Job Postings.   
Events & Workshops

 

Canadian Society of Corporate Secretaries

 

For complete list of CSCS events click here

Canadian Investor Relations Institute

For complete list of CIRI's events click here

 

Brown Governance

For complete list of Brown Governance seminars  click here
 

Institute of Corporate Directors

For complete list of ICD's events click here
 
Institute of Chartered Secretaries and Administrators
For complete list of ICSA's events click here
 
RR DONNELLEY

For complete list of RR DONNELLEY events click here


Publications

 

Canadian Corporate Secretary's Guide


CCH Canadian is pleased to offer CSCS members a 30% discount when ordered through CSCS - currently $824.25 + applicable taxes for either loose-leaf or online is $824.25 + applicable taxes. Subscriptions include Corporate Brief, a monthly newsletter containing feature articles, digests of recent cases and updates to legislation.

To order, contact the CSCS National Office by email at info@cscs.org


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.