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THE
NEWSLETTER FOR THE CANADIAN SOCIETY OF CORPORATE SECRETARIES |
FEBRUARY
2011 |
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Message
from the
Chairman |
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Dear Seare, 
Although it's early in the year, 2011 is
rapidly shaping up as the very best year for our
Society yet.
We are working diligently on the five
strategic imperatives that we identified in our
annual planning session and building for the
future to serve you better.
Being responsible for the secretariat of
an organization means having to deliver on many
fronts: providing guidance and structure for key
governance processes; delivering effective and
timely compliance services; drafting disclosure
documents that explain complex subjects in ways
that the public can understand; responding
effectively to constant regulatory change;
maintaining the enterprise's memory; serving as
the communications bridge between management and
the Board; and ensuring that the whole show runs
on time, and on budget.
Few of us plan this as a career. Usually
we come to the role more or less as volunteers
(some of our colleagues prefer the term
"volun-told"). Some refer to themselves as
'Accidental Corporate Secretaries'. Even in the
largest organizations, the secretariat is a small
team. In many cases, it's just a few people;
and often we work alone.
Delivering expertly all of the services
that the role entails is a tall order and
requires a strong support group.
It's comforting to know that the Society
"has your back".
As we deliver on our five strategic
initiatives, our aim is strengthening
our ability to serve your needs. More timely
advice and support; better online tools; a
stronger and more vigorous public voice for our
concerns; more educational opportunities; a
stronger professional network with more local
outreach; and and organization that rightly earns
the respect of directors, investors, regulators
and senior management.
It is both a pleasure and a privilege to
serve the Society and we welcome you, our members,
with open arms and warm hearts. Lean on us when
you need us. We'll be there. Join us if you want
to lend a hand. We'll extend a warm welcome.
David Masse
Chairman
of the Board,
CSCS
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The CSCS staff and
conference planning committee has been hard at
work over the last few weeks in creating this
year's conference program. Following our previous
years templates, we'll be featuring a streamed
program again. There will continue to be plenty of
options for listed and non-listed companies, as
well as a few sessions that will be relevant to
organizations across all sectors,
including Crown Corps and Not for Profit
companies, so stay tuned for your sneak peak at
the agenda in our next issue of this
newsletter.
Also,
we will once again be offering an EARLY-EARLY-bird
rate set to launch in early April. More info on
those savings soon!.
Sponsorship
Opportunities. If you would like to get
behind this great conference, please check out our
sponsorship options by clicking
here.
Warmest regards,
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CSCS
Cross-Country Workshop
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The Role of the
Corporate Secretary In Recruiting, Orienting,
Educating and Evaluating
Directors
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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 ½-day
gaining insight on both the practical and legal
requirements you need to be aware of when:
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Recruiting
directors - How to develop and implement a
skills matrix that takes into account diversity
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Orienting
directors - Explore the key facets of an
effective orientation process
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Educating
directors - Learn best practices to support
ongoing director education
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Evaluating
directors - Find tools and techniques for
developing a value-adding board evaluation
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Registration
Now Open! |
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| 2011 Membership
Renewal |
Invoices were mailed in 2010,
did you receive yours?
- If you require an additional invoice please
email the Director, Membership
& Administration.
- Individual Members can renew online by clicking here.
(requires log-in)
- Corporate Members, please email the Director, Membership
& Administration
- Members who haven't paid by March
30th may be removed from the
membership roster.
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Join
an association which is the voice of Corporate
Secretaries and governance professionals in
Canada
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CSCS
is pleased to invite individuals and organisations
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 more to become a member or renew
membership. 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:
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Individuals:
$475 (+ tax) per year
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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?
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Advocacy:
CSCS serves as a consultative body for
businesses, regulatory and government agencies.
A strong voice to the stock exchanges and
securities commissions nationally.
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Strategic
Alliances: CSCS is allied with international
bodies and positioned to provide members with a
global perspective on corporate governance.
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Information
Resources: Being effective means being
informed. Members receive relevant and timely
information.
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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.
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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.
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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 |
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Request for
Assistance
Do you have a question to ask your
colleagues. It's a great way to receive
information in corporate secretarial, legal
counsel and shareholder services?Email
info@cscs.org with your query
and we will circulate via mass email to all CSCS
Members and ICSA Members. Be sure to include the
following information:
Contact
Name:
Phone:
Email:
Company
Type: (ie Publicly traded, crown corp,
not-for-profit, government)
Company
Size: (ie Small, medium, large, issuer based)
Question:
Once
we receive the responses, it will be circulated to
members and posted on Member's Only section of
CSCS Website. (Login required to access the
Members Only Section). |
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Listed Magazine
Winter Issue
CSCS is pleased to provide this exclusive
preview of Listed Magazine's Winter 2010/2011
issue.
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| CCGG Senate Brief:
Women on Boards |
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The
Senate Committee on Banking, Trade and Commerce is
currently considering a bill that would require
50% women on the boards of directors of public
CBCA corporations as well as federally regulated
banks, insurance companies, public trust and loan
companies, cooperative credit associations and
certain Crown corporations within three
years.
On February 3, 2011, CCGG
appeared before the Committee to offer our
perspective on the bill and alternative ways to
address the issue.
A copy of CCGG's
written brief is available here.
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| CCGG Response to CSA
Request for Comment on Proposed Changes to
Compensation Disclosure |
The Canadian Securities
Administrators are seeking comments on proposed
changes to form 51-102F6 Statement of
Executive Compensation.
CCGG's
submission in response to the proposed changes is
available here.
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"Let the
shareholders decide"
Torys LLP
Canadian corporate and
securities regulatory laws are in a state of
uncertainty about a fundamental corporate
governance question - namely, the relative roles
of directors and shareholders in making decisions
on transformative transactions for a corporation.
Should directors play the primary role as part of
their responsibility to manage the business and
affairs of the corporation? Or should
shareholders, as the owners of the corporation,
have the ultimate say? |
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Read
more |
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Proposed
Amendments to Executive Compensation Disclosure
Rules
Ogilvy Renault LLP The Canadian Securities
Administrators ("CSA") recently published for
public comment proposed amendments to Form
51-102F6 - Statement of Executive
Compensation and
consequential amendments to Form 58-101F1 - Corporate Governance
Disclosure and Form
58-101F2 - Corporate Governance
Disclosure (Venture
Issuers) (collectively
the "Proposed
Amendments"). The release of the
Proposed Amendments follows the CSA's compliance
review of executive compensation disclosure and
publication of their findings in CSA Staff Notice
51-331 - Report on Staff's
Review of Executive Compensation
Disclosure (the
"CSA Disclosure
Review"). |
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Read more
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Reducing
Risks of Directors and Officers in Securities
Class Action Litigation: A
Refresher
Bennett Jones LLP
Ontario's statutory
regime for secondary market liability came into
effect in 2006 as a result of amendments to the
Securities Act (Ontario) (the "OSA"), creating a
statutory cause of action for deficient market
disclosure. Other provinces have followed. To
date, there has been limited jurisprudence on the
new regime. The following represents various
issues that may be faced by directors and officers
in the context of potential secondary market
liability, and provides practical advice on how
directors and officers can reduce their risk of
being personally liable in a securities class
action. |
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SEC adopts
say on pay rules
Financial News
Last
year's Dodd Frank financial law requires companies
to hold the nonbinding votes at least once every
three years, beginning at the first annual
shareholder meeting to occur on or after January
21 of this year.
Companies must also hold
votes at least once every six years to allow
shareholders to say how frequently they want to
hold the so-called say on pay votes - once a year,
every other year or once every three
years. |
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more |
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OSC Invites
Input from Public Companies and others on
Shareholder Democracy Proposals
McCarthy Tétrault LLP On January 10,
2011, the Ontario Securities Commission published
OSC Staff Notice
54-701 Regulatory Developments Regarding
Shareholder Democracy (the Notice),
which provides an update on the status of
shareholder democracy issues and identifies three
issues for additional review and potential
regulatory proposals for reporting issuers. The
three issues identified are slate voting and
majority voting for uncontested director
elections, shareholder advisory votes on executive
compensation, and the effectiveness of the proxy
voting system. |
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more |
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Let courts
rule on poison pills
Financial Post
The current Baffinland
Iron Mines Corp. control contest, in which the
Ontario Securities Commission (OSC) has intervened
several times, raises yet again questions about
the fundamental differences between securities
regulation and corporate law. It also casts more
doubt on the utility of National Policy 62-202,
known as the Defensive Tactics Policy, under which
securities regulators deal with unsolicited
corporate takeover bids and hostile control
contests. |
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Read more
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Continuous
disclosure: what's new for
2011?
Borden Ladner Gervais LLP
Each year
we are asked what has changed to the continuous
disclosure requirements for Canadian public
companies. The purpose of this Bulletin is to
answer that question. We should, however, warn
those officers of reporting issuers responsible
for continuous disclosure matters that they should
not just update last year's continuous disclosure
documents. You should always refer to the source
of the obligations to ensure that you are
complying with all of the requirements. For
example, changes to the circumstances of a
reporting issuer could give rise to the obligation
to respond to an item of required disclosure that
was inapplicable last year. |
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more |
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Building
resilience in an age of
crisis
Stikeman
Elliott LLP
When Lehman Brothers
failed, was it a failure of corporate risk
management, or corporate crisis management, or
both? Rigorous risk management is a crucial
element of good governance, not a euphemism for
guessing. As became painfully evident in the
Lehman case and a slew of other recent crises, not
having adequate risk-management systems and acting
accordingly can lead to a downturn in public
confidence, and can easily become
viral.
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Read
More |
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OSFI
releases final reinsurance regulatory guideline
and guidance on reinsurance security
agreements
Stikeman Elliott LLP
Late last year,
the Office of the Superintendent of Financial
Institutions (Canada) (OSFI), the Canadian federal
prudential insurance regulator, released final
versions of administrative guidance which, once
implemented in 2011 and 2012, will significantly
strengthen the regulation of reinsurance business
in Canada. The guidance is comprised of Guideline
B-3 Sound Reinsurance Practices and Procedures
(the Guideline) and Guidance (the Guidance) on the
use of Reinsurance Security Agreements (RSAs).
OSFI's issuance of the Guideline followed the
release, in August 2010, of a consultation draft
(the Draft Guideline), which had in turn reflected
a long-awaited paper, released in March 2010, on
OSFI's regulatory and supervisory approach to
reinsurance. The Guideline applies to all
federally-regulated insurers and reinsurers and
fraternal benefit societies (each, a FRI) in
respect of reinsurance cessions, retrocessions
and, where applicable, assumption reinsurance
transactions. Once fully implemented, the
Guideline will significantly enhance OSFI's
oversight of reinsurance arrangements and impose
significant new internal requirements on
FRIs. |
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more |
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Analysis
of CSA Staff Notice 51-333 Environmental Reporting
Guidance
Gowling
Lafleur Henderson LLP
In the coming proxy season,
public issuers and their counsel will be
scrutinizing the recent publication by the
Canadian Securities Administrators (CSA) of CSA
Staff Notice 51-333 Environmental Reporting
Guidance (CSA Notice). Although the CSA Notice
does not (and cannot) create new laws, it does
breathe life into the existing continuous
disclosure obligations of public issuers for
environmental matters in their public
filings.
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Read
More |
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Shareholder
activism: important considerations for boards and
management
Osler Hoskin & Harcourt LLP
The
past year saw a significant resurgence in
shareholder activism aimed at instigating changes
in corporate strategy, including: institutional
investor opposition to Magna International's dual
class share reclassification; Carl Icahn's
unsolicited takeover bid for Lions Gate
Entertainment; West Face Capital's proxy contest
to replace the directors of Maple Leaf Foods; and
litigation by Greenlight Capital and Farallon
Capital that sought to prevent related party
transactions between Magna Entertainment and its
controlling shareholder, MI
Developments. |
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Read
more |
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Securities
Litigation Group e-LERT - Don't hold back:
Proxyholders' Discretion Not Fettered by
Instructions to
"WITHHOLD"
Cassels
Brock & Blackwell LLP
Does
a proxyholder have any discretion to cast a vote
when a proxy voting ballot provides an instruction
to "WITHHOLD"? According to an Ontario court in
Mason v. Augen Capital Corp., the answer is
yes. |
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Read
More |
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Boards
getting
younger
The Globe and Mail
They manage
companies and run governments, and now baby
boomers are breaching the final bastion of power -
dominating Canada's largest corporate
boards. |
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Read
more |
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Threshold
for share ownership disclosure should be lowered:
CIRI
Financial
Post
Canadian rules governing
disclosure of share ownership are out of step with
those used by global peers and should be changed
to better serve the country's capital markets, the
Canadian Investors Relations Institute
says.
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Read
More |
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Not-for-Profit
News
and Updates |
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Canada
Not-for-Profit Corporations Act Expected in
Spring
Miller Thomson
LLP
Charities
and non-profit corporations that are federally
incorporated should prepare for the changes to
their governing legislation, which is expected to
come into force in the Spring of 2011. The
Canada Not-For-Profit Corporations Act (the
"CNPCA") received Royal Assent on June 23, 2009
and will be effective on a day to be
named. Industry Canada has indicated
that the day will be named in the Spring of
2011.
The
CNPCA will replace the Canada Corporations Act
(CCA). Once the CNPCA is in force, all
corporations incorporated under the CCA will have
three years from that date to continue the
corporation under the CNPCA (i.e., until the
Spring of 2014). If a corporation does not
continue under the CNPCA within the three year
period, it can be dissolved. |
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Read
More |
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Distinguishing
Owners from Other Stakeholders
Richard
Stringham Consulting Inc.
We have a
standing joke at my house that when I buy a car
the bank "owns" more of the car than I do. At
least for the first few years they have more
capital tied up in it than do I. Of course, the
bank is not the owner of the vehicle, at least not
as long as I meet my payment obligations! It is,
however, a stakeholder. |
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Read
More
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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) annualy, visibility can be
yours on either the CSCS website or the monthly
e-newsletter which goes out to our members and our
network of contacts.
For
those interested in advertising in both to
increase their visibility, a package rate of
$50.00 (+ HST) per month, or an annual charge of
$500.00 (+ HST) is available.
Press
release or advertorials can also be posted on the
monthly e-newsletter. Rates are $150 (+ HST) per
banner ad per newsletter, or $1,000 (+ HST) per
year. $350 for an advertorial or advertising
article.
CSCS's
monthly enewsletter has a circulation of over
5,000 including members and other governance
professionals. For advertising, or for further
inquiries, please email info@cscs.org.
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CSCS warmly welcomes the
following new members
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Jayden Ashbee
Equity Financial Trust
Company
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Marilyn
Barton
Khan Resources
Inc.
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Josh
Cooksley
Equity Financial Trust
Company
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Karen
Corraini
Xenon Pharmaceuticals
Inc.
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Marie-Danielle
Davis
Canadian Nuclear
Association
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Ian
Gilhooley
The Canadian Depository for
Securities Limited
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James
Gould
Equity Financial Trust
Company
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Gwen
Hughes
Vicwest
inc.
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Glenn
Jessome
JESSOMELAW
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Karen
Kazubek
Western Canada Lottery
Corporation
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Linda
Klassen
Information Services Corporation of
Saskatchewan
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Kirk
Lynn
Broadridge
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Susan
McLeod
Entree Gold
Inc.
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Bruce
McPherson
Capital Power
Corporation
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Penny-Lynn
McPherson
Canadian Payments
Association
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Trina
Metz
Nexen Inc.
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Colin
Moroney
Equity Financial Trust
Company
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Vi
Peters
Steinbach Credit
Union
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| Kathleen
Scales |
BassemShakeel
Magna
International Inc
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Robert
Stephens
Public Relations
Post
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Tanya
Thome
Crown Investments Corporation of
Saskatchewan
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Erica
Wright
Alberta
Innovates
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| Welcome! |
David Masse
(Chairman of the Board)
Senior Legal
Counsel and Assistant Corporate Secretary
CGI
Group Inc.
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Daryn MacEachern
(Vice-Chair)
Assistant Corporate
Secretary
Talisman Energy
Inc.
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Mary Batoff
(Secretary)
Vice President, Legal &
Secretary
First Uranium Corporation
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Madeleine
Bertrand
Director, Corporate Affairs &
Access to Information and Privacy Coordinator
Royal Canadian Mint
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Meg
Comiskey
Corporate Secretary
Vancouver
Airport Authority
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Gina
DeVeaux
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Leah
Fitzgerald
Associate General Counsel &
Assistant Corporate Secretary
Capital Power
Corporation
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Janis McKenzie
(Treasurer)
Manager, Share Compensation
Plans
Sun Life Financial
Inc.
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Patricia
Parisotto
Corporate Secretary
Discovery
Capital Management Corp.
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Laurel
Savoy
VP Trust Services
CIBC Mellon
Trust Company
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Lynn Beauregard
(President)
Canadian Society of
Corporate
Secretaries |
| 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.
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Manager,
Corporate Secretarial
ATCO
Group
Calgary, AB
January 17,
2011
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Senior Assistant
Secretary, Executive and Legal
Services
Bank of Canada
Ottawa,
ON
January 26, 2011
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Manager,
Corporate Legal Services
Finavera
Renewables Inc
Vancouver, BC
February 3,
2011
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-
Advocacy
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Networking and Contacts
-
Membership Directory
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Information Resources
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Professional Development
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Research Library
-
Access to Employment Opportunities |
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To
learn more about our membership benefits visit www.cscs.org.
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Canadian
Society of Corporate Secretaries |
| For
complete list of CSCS events click
here |
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Canadian
Investor Relations Institute |
| For
complete list of CIRI's event click here
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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 |
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|
Institute
of Corporate Directors |
| For
complete list of ICD's event click here
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| Institute of
Chartered Secretaries and Administrators |
| For
complete list of ICSA's event click here
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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.
Visit
ICSA's online book store
to order.
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Canadian
Corpotate Secretary's Guide
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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, please
email 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.
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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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