THE NEWSLETTER FOR THE CANADIAN SOCIETY OF CORPORATE SECRETARIES

FEBRUARY 2011

Message from the Chairman
 
Dear Seare,
David masse
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
Conference Update

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

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!

Vancouver Calgary Toronto Ottawa Edmonton
March 1 March 3 March 7 March 9 May 18
 
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.

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

 

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:

  • 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

 
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).

Listed Magazine Winter Issue

CSCS is pleased to provide this exclusive preview of Listed Magazine's Winter 2010/2011 issue.

 

CCGG Senate Brief: Women on Boards

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.

 

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
 
News and Updates
"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?

Read more

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").

Read more

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.

Read more

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.

Read more

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.

Read more

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. 

Read more

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. 

Read more

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.

 

Read More

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. 

Read more

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.

 

Read More

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. 

Read more

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. 

Read More

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. 

Read more

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.

 

Read More

Not-for-Profit News and Updates
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.

Read More

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.

Read More

IN THIS ISSUE
Message from the Chairman
Conference Update
CSCS Cross Country Wokshop
2011 Membership Renewal
Request for Assistance
News and Updates
Not-for-Profit News and Updates
Sponsorship Options
Get on Board
Job Postings
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) 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.

 

 

Welcome to new members
 CSCS warmly welcomes the following new members
 

Jayden Ashbee
Equity Financial Trust Company
 

Marilyn Barton
Khan Resources Inc.
 
Josh Cooksley
Equity Financial Trust Company
 
Karen Corraini
Xenon Pharmaceuticals Inc.
 
Marie-Danielle Davis
Canadian Nuclear Association
 
Ian Gilhooley
The Canadian Depository for Securities Limited
 
James Gould
Equity Financial Trust Company
 
Gwen Hughes
Vicwest inc.
 
Glenn Jessome
JESSOMELAW
 
Karen Kazubek
Western Canada Lottery Corporation
 
Linda Klassen
Information Services Corporation of Saskatchewan
 
Kirk Lynn
Broadridge
 
Susan McLeod
Entree Gold Inc.
 
Bruce McPherson
Capital Power Corporation
 
Penny-Lynn McPherson
Canadian Payments Association
 
Trina Metz
Nexen Inc.
 
Colin Moroney
Equity Financial Trust Company
 
Vi Peters
Steinbach Credit Union
 
Kathleen Scales
BassemShakeel
Magna International Inc
 
Robert Stephens
Public Relations Post
 
Tanya Thome
Crown Investments Corporation of Saskatchewan
 
Erica Wright
Alberta Innovates
 
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
CIBC Mellon Trust Company
 

Lynn Beauregard (President)

Canadian Society of Corporate Secretaries

 
JOB POSTINGS
Do you have a career opportunity that you would like to advise our members? We invite you to send your posting for distribution to members (and friends) of the Canadian Society of Corporate Secretaries.

 

Click here for more details

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

Manager, Corporate Secretarial
ATCO Group
Calgary, AB
January 17, 2011
 
Senior Assistant Secretary, Executive and Legal Services
Bank of Canada
Ottawa, ON
January 26, 2011
 
Manager, Corporate Legal Services
Finavera Renewables Inc
Vancouver, BC
February 3, 2011
 
 
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

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

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

 

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.

 

 

 

Canadian Corpotate Secretary's Guide

 

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

 

Loose-leaf $686.00
CD $686.00
Online $686.00
CD & Online $1029.00

 + applicable taxes
 

To order, contact the CSCS National Office, please email 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.

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