THE NEWSLETTER  FOR THE CANADIAN SOCIETY OF CORPORATE SECRETARIES

APRIL 2011

 

President's Message
 
Dear Member,
Lynn Beauregard

Mark your calendar; we have just launched our 'Early EARLY Bird' registration for the 2011 CSCS Corporate Governance Conference in Quebec City, August 21-24!

 

Yes, there are two 'early's' in that sentence, to reflect the fact that we have decided to once again provide registration details a month early for those of you who need to start planning ahead. We're also providing you with  a glimpse at our draft program agenda (see Conference update below) which is nearly complete, to give you a sense of our planned sessions, confirmed speakers, schedule and activities. In addition, we have a very special discount for the 'early early birds' available only until May 3rd, so take advantage of this great window to sign up and save.

 

Of course, members of CSCS enjoy a very significant discount off of the non-member registration price for the conference. This would be the perfect time for those of you who are not yet members of CSCS to consider joining , as you can realize a discount that will essentially cover the cost of your membership!

 

The CSCS annual corporate governance conference is the annual meeting place of choice for Canadian governance professionals across all sectors. Where else can you spend quality time with over 250 of your colleagues and your key partners; network and exchange ideas and obtain information about the most important challenges and issues you face in your role today; and get so many best practices in such a short time frame from leading authorities and experts? 

 

This event is also a great opportunity for you to think about combining some summer holiday and family time, making the most of your visit to Quebec City and its stunning surroundings. We will be providing you with more details on a selection of great pre-conference and post-conference tours very shortly to help you plan and make this an all around worthwhile experience personally and professionally.

 

I look forward to seeing you there!

 

Lynn Beauregard
President

Conference Update

Registration is now open!

 

CSCS has launched  the early-EARLY-bird registration for the 13th Annual Corporate Governance Conference. Take advantage of these discounted savings and register

today!

 

This year we're hosting in Quebec City on August 21 - 24, 2011. The summer sunshine is sure to be out - and so should you! Come, bring your family and enjoy the summer nights with us!

 

For the preliminary agenda and other conference details, check out by clicking

here

 

 

Get promoted!

 

Quebec City opens up great new opportunities for sponsorship this year and CSCS wants to talk you about it! Tell us how we can help market your company's product or new idea. Let us put your brand in front of over 250 key decision makers.

Check out a few ideas here or give us a call to customize your own package today.

 

 

Cheers,

 

Tina Hutchinson
Manager, Events & Special Projects
tina.hutchinson@cscs.org
416 921-5449 ext. 315
1-800-774-2850 ext. 315 

 

CSCS Announces 2010 Recipient for the Joyce Borden Reed Scholarship
 

The Canadian Society of Corporate Secretaries (CSCS) is pleased to Meaghan Horganannounce that Meaghan Horgan has been chosen as the 2010 recipient of the Joyce Borden Reed Scholarship. Meaghan finished the MBA program at McMaster University in December 2010 and will graduate in June 2011. She specialized in Health Services Management and recently started a full time position with Cancer Care Ontario as a Senior Policy Advisor, managing the policy for the Ontario Breast Screening Program.

 

The Scholarship is given in memory of Joyce Borden Reed, first President of CSCS, in collaboration with Computershare Canada, to be awarded yearly to a student in the MBA program at McMaster University with outstanding scholarly activity and who demonstrates an affinity for, or illustrates interest, achievement, leadership, involvement, or extracurricular activities in relation to governance and governance issues.


Congratulations Meaghan!

 

CSCS weighs in on OSC Staff Notice 54-701 - Regulatory Developments Regarding Shareholder Democracy Issues - Request for Comments
  

The Canadian Society of Corporate Secretaries (CSCS) engages with Canadian securities regulators to ensure our members' interests are represented. We have now responded to the request for comments on OSC Staff Notice 54-701. Click below to view our response.

CSCS Events
CSCS Cross-Country Workshop: Edmonton, May 18, 2011

The Role of the Corporate Secretary In Recruiting, Orienting, Educating and Evaluating Directors
 

Have you ever wanted to know how other Corporate Secretaries manage their role in board effectiveness?

 

In a time of rapid change and intense stakeholder scrutiny, this "essentials" workshop will let you see, hear and explore key tools for managing your role with director. Spend an interactive ˝-day gaining insight on both the practical and legal requirements you need to be aware of when:

  • Recruiting directors - How to develop and implement a skills matrix that takes into account diversity

  • Orienting directors - Explore the key facets of an effective orientation process

  • Educating directors - Learn best practices to support ongoing director education

  • Evaluating directors - Find tools and techniques for developing a value-adding board evaluation

Registration Now Open!

Join CSCS

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

 

CSCS is pleased to invite individuals and organizations dealing with Corporate Governance, Corporate Secretarial Duties, Not-For-Profit and Charitable Boards, Management/Board of Directors, Securities Regulations and Trading Practices, Proxy Solicitation and Shareholder Activities, Investor Relations and to become a member. Membership is open to Corporate Secretaries, Assistant Secretaries, Corporate Counsel, CEOs, CFOs, Controllers, Shareholder Communications & Investor Relations Professionals, Corporate Directors, Chairmen, Risk & Compliance Officers and NFP Executive Directors among others.
 

Membership is at two levels: Individual Members and Corporate Members.

Annual Membership Fees for the year 2011:

  • Individuals: $475 (+ tax) per year

  • Corporate:  $1350 (+ tax) per year for up to 5 individuals within an organization. Additional membership can be added to the bundle at a rate of $300 (+ tax) (per person per year)

How do CSCS Members Participate and Benefit?

  • Advocacy: CSCS serves as a consultative body for businesses, regulatory and government agencies. A strong voice to the stock exchanges and securities commissions nationally.

  • Strategic Alliances: CSCS is allied with international bodies and positioned to provide members with a global perspective on corporate governance.

  • Information Resources: Being effective means being informed. Members receive relevant and timely information.

  • Networking: Members have many opportunities to meet and exchange ideas and experiences with their colleagues. CSCS Membership Directory is an invaluable resource and networking tool.

  • Professional Development: Enhance your skills at seminars, meetings and conferences designed to keep you informed. Continuing education provides you with the tools to advance your career.

  • Corporate Secretary's Guide: Provides information corporate secretaries need daily. Members receive a substantial discount.


To join visit our website www.cscs.org or contact us by email: info@cscs.org
 

Expired Membership

 

We regret that CSCS members who have not renewed their membership as of April 2011 have now been removed as members.

 

You may however, still be reinstated by making your payment in full , plus a $25.00 re-instatement administration fee, by contacting Pamela Smith, Director, Membership & Administration: email: Pamela.smith@cscs.org; ph: 416-921-5449, ext 303.
 

Request for Assistance
 

A large publicly traded company asks:

Are there any members working for a public issuer who changed transfer agents and would like to share their experiences?

A large publicly traded company asks:

For those who use an electronic Board Portal for Board materials, do you have a process for dealing with questions from directors via that Board portal, including such things as whether you have imposed time limitations for directors to ask questions through the Board portal, whether the answers are posted on the portal or answered at the meeting, when the questions and answers are deleted from the portal, etc. 

Any assistance you can provide would be helpful.

A medium publicly traded company asks:

Does anyone have an example of a profit-sharing agreement they could share?

Your Response:

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

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.

Governance Differences of Equity Controlled Corporations - Request for Comments

CCGG has prepared draft guidelines for public and member comment on the governance differences of equity controlled corporations.

The draft guidelines are available here for your review and also on our website at www.ccgg.ca.

We would appreciate written feedback by Monday, May 16, 2011 from anyone interested in commenting on our draft guidelines.

CCGG expects to publish the final version in late June 2011 following consideration of all comments.

If you have any questions, please contact Stephen Griggs, Executive Director, at (416) 868-3585 and at sgriggs@ccgg.ca.

 
Listed Magazine Spring Issue

CSCS is pleased to provide this exclusive preview of Listed Magazine's Spring 2011 issue.
 
 

 

News and Updates
SEC Proposes Rules Requiring Listing Standards for Compensation Committees and Compensation Consultants
U.S. Securities and Exchange Commission

The Securities and Exchange Commission today voted unanimously to propose rules directing the national securities exchanges to adopt certain listing standards related to the compensation committee of a company's board of directors as well as its compensation advisers, as required by the Dodd-Frank Wall Street Reform and Consumer Protection Act.
 

Read More

SHARE released its 2011 Proxy Voting Guidelines
SHARE-Shareholders Association for Research & Education

SHARE released its 2011 Proxy Voting Guidelines, which assesses environmental, social and governance factors to help investors exercise voting rights that build long-term shareholder value. These guidelines are provided as a model for pension funds in developing their proxy voting policies and procedures.

The biggest change in the 2011 Proxy Voting Guidelines is that SHARE now recommends voting against the nominating committee of boards of directors if there are no women on the board.

You can see this and other voting recommendations in the full 2011 Proxy Voting Guidelines.

Read More

Australia proposes say on pay enhancements
SHARE-Shareholders Association for Research & Education

In Canada, the Ontario Securities Commission recently invited comments from the public about on 'shareholder democracy' issues, including whether it should develop proposals to require public companies to give their shareholders an advisory vote on executive compensationš. This is the first tentative foray of a Canadian regulator into mandating say on pay.

Shareholders of Australian public companies have been having their say on pay by law since 2005. The Australian Parliament is currently considering amendments to its say on pay rules that are aimed at increasing the impact on companies of significant shareholder votes against.

Read More

2011 Women on Boards Report
GovernanceMetrics International

In its 2011 Women on Boards Report, GovernanceMetrics International, the leading independent global corporate governance and ESG research firm, shows that 40 percent of the world's largest publicly listed companies have not appointed even one woman to their boards. Even in major markets like Japan, Italy, the United Kingdom, and the United States women continue to be grossly under-represented on corporate boards. Not surprisingly, the issue of board diversity is generating a healthy level of public debate.

Read More

"Directors' and Officers' Liability in the Shadow of Insolvency"
Fraser Milner Casgrain LLP

Advising directors and officers of companies that are in the shadow of insolvency regarding the scope of their personal liability can be a daunting task as directors and officers can be exposed to significant personal liability in a variety of areas of the law. Directors are now accountable not only to the corporation and its shareholders but also under certain circumstances to employees, creditors, customers, suppliers, and governments. The purpose of this paper is to provide an overview of the legal duties of directors and officers and the personal liability that can be imposed and to discuss ways in which exposure to liability can be managed. It is not intended to provide legal advice to directors and officers, or to be a comprehensive review of all of the duties and liabilities of directors and officers 

Read More

SEC Proposes New Compensation Committee Requirements Under Dodd-Frank

Torys LLP

 

The U.S. Securities and Exchange Commission has proposed new requirements for compensation committees of issuers listed on a U.S. stock exchange. The rules are mandated by the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank Act).

The proposed new rules relate to the independence of compensation committee members, their responsibilities when retaining advisers, and disclosure about conflicts of interest of advisers who provide executive compensation consulting services. 

Read More

Canada: Doing Business In Canada
McCarthy Tétrault LLP 

McCarthy Tétrault recently updated for 2011, Doing Business in Canada provides a broad overview of the legal considerations that non-residents should take into account to help ensure their success as they enter into a business venture in Canada.

Although each section of the guide offers general information about a particular area of law, we encourage you to consult one of our lawyers so you can gain a more comprehensive analysis of the legal implications of your proposed investment. 

Read More

Time to update policy on defensive tactics
McMillan LLP

In considering applications to cease trade shareholder rights plans (commonly referred to as "poison pills"(SRPs)), certain decisions in recent years of securities regulators in Ontario, British Columbia and Alberta have produced inconsistent results and have introduced a level of uncertainty to market participants (i.e., potential acquirers, target companies and shareholders) as to the likely outcome of SRP hearings.

Read More

Not-for-Profit News and Updates
Not-For-Profits To Be Impacted By Anti-Spam Legislation
Borden Ladner Gervais LLP

 

The Canadian Parliament finally has passed Bill C-28, which was formerly known as the Fighting Internet and Wireless Spam Act (FISA). It was introduced by the Government of Canada on May 25, 2010 with the stated purpose of prohibiting unsolicited commercial email (spam), and deterring online fraud including identity theft, phishing, and spyware. It is anticipated that FISA will come into force 6-8 months, once regulations are in place.

Governance Lessons from the Beleaguered Toronto Community Housing Corporation

Canadian Society of Association Executives
 
Staff enjoyed chocolates from one of Toronto's high-end retailers, a $50,000 Christmas party, spa treatments and extensive travel. Add to the mix a Board that more closely resembled a revolving door than an oversight body and you had the perfect recipe for an organizational breakdown.

Budget 2011 Extends Charity Regulatory Regime to Other Qualified Donees

Miller Thomson LLP 

 

The Budget has proposed significant changes to the regulatory regime that applies to qualified donees other than registered charities. The Income Tax Act provides that official donation receipts can be issued not only by registered charities, but also by other organizations that meet the definition of "qualified donee."

Strengthening the Third Pillar of the Canadian Union: An Intergovernmental Agenda for Canada's Charities and Non-Profits

The Mowat Centre for Policy Innovation 

 

Canadian governments have made significant efforts over the past two decades to strengthen the pan-Canadian economic union, as well as the social union. These have produced tangible results for Canadians. For example, interprovincial trade barriers have been falling and social benefits are now more portable between provinces. However, we have not expended similar effort for the non-profit and charity sector. This paper outlines an intergovernmental agenda for strengthening this third pillar of the Canadian union.

IN THIS ISSUE
President's Message
Conference Update
CSCS Cross Country Wokshop
2011 Membership Renewal
Request for Assistance
Listed Magazine
News and Updates
Not-for-Profit News and Updates
Sponsorship Opportunities
Job Postings
Membership Benefits
Events
Publications
Quick Links
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Newsletter Archives
Request for Assistance
Job Posting

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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.

 

 

Welcome to new members
 

Jamie Anderson
CDS Clearing and Depository Services Inc.
 

Diane Barley
Baja Mining Corp.
 
Chantal Bedard
National Capital Commission
 
Fran Daly
CDS Clearing and Depository Services Inc.
 
Michael Dellar
McGill University

 
Benita Koning
UEX Corporation

 
Janna Pantella
DIRTT Environmental Solutions Ltd.
 
Shannon Rhames
 
Archna Sharma
CREIT
 
Sherline Spencer
Quadra FNX Mining Ltd.
 
Diane Street
Pacific Pilotage Authority

 
Louise Tagliacozzo
Human Resources Professionals Association (HRPA)
 
Welcome!
BOArd of directors
David Masse (Chairman of the Board)
Senior Legal Counsel and Assistant Corporate Secretary
CGI Group Inc.
 
Daryn MacEachern (Vice-Chair)
Assistant Corporate Secretary
Talisman Energy Inc.
 
Mary Batoff (Secretary)
Vice President, Legal & Secretary
First Uranium Corporation
 
Madeleine Bertrand
Director, Corporate Affairs & Access to Information and Privacy Coordinator
Royal Canadian Mint
 
Meg Comiskey
Corporate Secretary
Vancouver Airport Authority
 
Gina DeVeaux
 
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
Canadian Stock Transfer Company Inc.

 

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.

 

Click here for more details

Please login to www.cscs.org to view recent Job Postings.
 

Corporate Secretary / Office Manager
Jura Energy Corporation
Calgary, AB

 
General Counsel and Secretary of the Board of Governors
Ryerson University
Toronto, ON
 
Financial Analyst
Ministry of Health and Long-Term Care
Toronto, ON
 
 
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

 

Canadian Society of Corporate Secretaries

 

13th Annual Corporate Governance Conference
Date:
August 21 - 24, 2011
Location: Quebec City at the Fairmont Chateau Frontenac
Click here to register
 

SAVE THE DATE - 2011's First BC Chapter Event!  

"Deconstructing SEDI: unravelling the mysteries of Insider Reporting" 

Date: May 26, 2011
Location: TBA

Time: Morning hours 

 

For complete list of CSCS events click here

Canadian Investor Relations Institute

For complete list of CIRI's event click here
 

Brown Governance

Board Games: The Art Of Chairmanship
Date: May 12th, 2011
Location: Royal York Hotel, Toronto
Time: continental breakfast 8:30; session: 9:00 to 4:00
 

Institute of Corporate Directors


ICD Board Diversity Town Hall Discussion

Date: April 20th, 2011
Location: Toronto Board of Trade

Time: 7:30 a.m. to 9:00 a.m 
 

Enhancing your Board Opportunities

Date: May 5th, 2011
Location: Fairmont Royal York, Concert Hall

Time: 3:45 p.m. to 7:00 p.m 
 

For complete list of ICD's event click here
 
Institute of Chartered Secretaries and Administrators
For complete list of ICSA's event click here
 
Publication

 

Chartered Secretaries Canada offers publications that may be of interest to CSCS Members

  

The first guide in their Practical Guides for Strategic Governance series -Understanding Your Board of Directors,  is now available in English for $19.95.

 

Canadian Corporate Secretary's Guide

 

CSCS's reduced subscription fees for the Canadian Corporate Secretary's Guide:

 

Loose-leaf $735.00
CD $735.00
Online $735.00
CD & Online $882.00

 + applicable taxes
 

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

 

 



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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