THE NEWSLETTER  FOR THE CANADIAN SOCIETY OF CORPORATE SECRETARIES

JULY 2011

 

Building on the Foundation and Exploring New Ground 

In just a few short weeks CSCS will be hosting the 13th Annual Corporate Governance Conference at the Fairmont Chateau Frontenac.

 

This year's CSCS Corporate Governance conference is truly setting itself up to be a success in Quebec City August 21 - 24, as we are already expecting at least 250 participants.

 

Not registered yet? Not to worry, registration is still open. But don't put it off too much longer - capacity is limited - so click here now to reserve your spot.

 

Expect a high calibre of speakers and sessions, and be prepared to take full advantage of the networking opportunities that we have prepared for you, including a kick-off ˝ hour session first thing Monday morning on Conference Networking Tips and Tricks!

 

In addition, for the benefit of conference attendees, sign up for our Conference Networking webinar, courtesy of Chorus Call Canada, on August 8 @ 1:00 ET. Check out the details here.

  

And here is an overview of what else we have in store for you at the conference...

 

Sunday is a day of local tours and optional activities. It's not too late to sign up for a great activity so check them out here. New this year we have added an optional full day Essentials workshop that has been getting a great response. We hope our weekend achievers don't work too hard and save some of their energy to join in our opening reception later on.

 

Our opening reception and the evening entertainment is sponsored by Equity Financial Trust and will bring the "Tastes and Sounds of Quebec" to our delegates. And we're truly spoiled this year with our gala dinner, which will be hosted by Corporatek, will serve an elegant and sophisticated fare.

 

Monday's morning workshops and afternoon keynote sessions are relevant to all organizations and should not be missed. We are also pleased to once again be the venue of choice for the announcement and the awarding of the Canadian Coalition for Good Governance Gavel Awards with luncheon sponsored by Broadridge. Check out the full program details here.

 

After our CSCS annual meeting, Monday night will be a "free evening" so that delegates can either enjoy the company of fellow delegates, or can use this time for their own leisure to discover Quebec City.

 

Tuesday's program offers streamed sessions that have more relevant content to participants from all sectors. Are there concurrent sessions where both are of interest to you? Attend one and, courtesy of Chorus Call Canada, catch the other session via webcast which will be available after the conference. The Tuesday night activity, courtesy of Laurel Hill Advisory Group, will be "Cirque de CSCS," so come prepared in your most fashionable cirque attire.

 

Wednesday, our half-day on the conference schedule, brings you our closing keynote Carol Hansell.

Then, brush up on your skills and get tips for director recruiting or board risk oversight.

 

We can't wait to host you in Quebec City!

 

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

 

Not registered yet? 

 

Well, there's still time!


Join 250 of your colleagues in Quebec City and register today at www.cscs.org

 

 

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 publicly traded company asks:

Do other members record meetings by electronic means as a method to draft corporate minutes for Board, Audit and Corporate Governance Committee meetings. Naturally, the recorded transcript must be audited just as hand written notes and is governed by the same rules of good discretion in adherence with the standards of the individual corporation.

 

The issue is that shorthand appears to be a dying art and we don't have staff capable of taking shorthand. Thus, in the interests of accuracy, I am trying to convince Committee Chairs to permit this method of minute taking in the first instance. I have prepared a policy on confidentiality and destruction of the recording once the minutes have been approved.

 

What are other members' thoughts are on this subject?

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.

Listed Magazine Spring Issue

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

 

News and Updates
CSA Publishes Proposed Amendments to Prospectus Requirements
Blake, Cassels & Graydon LLP
 
The Canadian Securities Administrators (CSA) have proposed amendments to the prospectus requirements under Canadian securities laws, as well as certain consequential amendments to other rules. The proposed amendments largely clarify and streamline certain provisions of the current prospectus rules and codify certain types of prospectus relief that have been granted by the CSA in the past. The most significant proposed changes relate to the provision of personal information forms by officers and directors and a proposed requirement that non-Canadian directors attorn to a Canadian jurisdiction in connection with a prospectus filing. The CSA are accepting comments on the proposed amendments until October 14, 2011.

Read More

Rules in Private: Part I
Bennett Jones LLP

Governance at private companies can be simple. But when stakeholder interests aren't aligned, a company begins to slide into the realm of independent directors and shareholder agreement

Read More

For Shareholders and their Advisors, Pay for Performance Remains a Work in Progress
Hugessen Consulting Inc.
 
For many board members, executives and shareholders, pay for performance remains a work in progress. Shareholders in particular, along with their advisors, most prominently ISS, have recently focused on long term incentives, making their view known that stock price change alone may not constitute sufficient performance conditioning on long term incentives (e.g. stock options, restricted stock units, etc.) for them to support an issuer's compensation practices. This contrasts with the view held by many directors and executives, that options are intrinsically performance conditioned since there is no reward unless the company's stock price increases and shareholders benefit. Certainly competitive compensation in some industries, and especially among smaller issuers, relies on the use of time vested stock options to provide long term incentive. Since directors are tasked with setting executive compensation policies that serve the interests of both shareholders and management, directors may find they will need to have a view on this issue.

Read More

Final U.S. ITAR Rule on Dual- and Third-Country Nationals Raises New Challenges for Canadian Business
McCarthy Tétrault LLP

Today, the U.S. State Department's Directorate of Defense Trade Controls (DDTC) published in the Federal Register the final rule containing its long-awaited amendments to the International Traffic in Arms Regulations (ITAR) governing the access of dual- and third-country nationals to ITAR-controlled defence articles, including technical data. These amendements, together with ongoing changes to Canada's Controlled Goods Program (CGP) generally covering similar goods and technology, are anticipated to have a significant effect on Canadian companies in the aerospace, defence and satellite sectors, and in particular on their security, compliance and screening processes. 

Read More

ASPE - Things You Need To Know
Welch LLP

Many private companies that are required to issue financial statements in accordance with Canadian Generally Accepted Accounting Principles will be required to adopt Canadian Accounting Standards for Private Enterprises (ASPE) for periods beginning on or after January 1, 2011. For many companies this transition will be relatively seamless since the new ASPE standards are comparable to existing standards. There are, however, some changes that may have a significant effect on a company's financial reporting practices.

Read More

Contracting With Suppliers - A Balanced Approach To Indemnities And Limitations Of Liability
 WeirFoulds LLP

The General Theme - One Pushes and the Other Pulls

  • On the whole, indemnities seek to increase liability beyond the law of damages.
  • On the other hand, limitations of liability seek to reduce (and in some cases eliminate) liability under (i) the law of damages and (ii) indemnities (except to the extent which the agreement is drafted so that indemnities are not subject to the limitations on liability).

Read More

Multi-Jurisdictional Agreement
Gowling Lafleur Henderson LLP

The Governments of Ontario and Quebec announced on May 20, 2011 that they have signed the new multi-jurisdictional agreement with respect to the regulation of pension plans that has been the subject of negotiation and drafting for a number of years. The agreement between Ontario and Quebec comes into force on July 1, 2011 and replaces the existing Memorandum of Reciprocal Agreement (the"MRA") that has been in place since 1968. The Canadian Association of Pension Supervisory Authorities has stated that it expects the remaining jurisdictions to sign the agreement sometime in 2011 or as soon as possible thereafter. In the meantime, the MRA will remain in effect for those jurisdictions who have not yet signed the new agreement.
 
Understanding Holding Companies
Nelligan O'Brien Payne

A holding company is a company that owns shares in another company. If the holding company owns the majority of shares of another company, it is also referred to as a parent company. It generally does not produce goods or services itself. The sole purpose of a holding company is usually to own shares in another company. 

Read More

CCGG finds significant progress on shareholder democracy

 

Last week, the Canadian Coalition for Good Governance released the results of a study focused on the adoption of corporate governance best practices related to shareholder democracy among Canadian issuers. Namely, the study considered such issues as the appointment of independent chairs and lead directors, annual individual director votes, majority voting policies, director election results disclosure and annual "say on pay" votes. Ultimately, the study found a "significant level of adoption" of such best practices since the CCGG's founding in 2003.
For example, as of 2010 the adoption of individual director elections rather than a slate voting system spread to 83% of S&P/TSX Composite Index issuers representing 95% of the Index by market capitalization. Meanwhile, majority voting policies are now in effect at 57% of Index issuers representing 81% of the Index by market cap. Ultimately, however, the CCGG states that more work is needed and that it intends to continue to its advocacy to ensure that adequate rights are available to investors. 
 
July 2011 amendments to Canadian registration rules
Stikeman Elliott LLP 

On April 15, 2011 the Canadian Securities Administrators (CSA) published amendments to National Instrument 31-103 Registration Requirements and Exemptions (NI 31-103), Companion Policy 31-103CP Registration Requirements and Exemptions (31-103CP), National Instrument 33-109 Registration Information, Companion Policy 33-109CP Registration Information and related policies and forms (collectively, the "Amendments"). Note that the Amendments will change the name of NI 31-103 to "Registration Requirements, Exemptions and Ongoing Registrant Obligations". The Amendments range from technical adjustments to more substantive matters and, subject to all necessary approvals being obtained, including ministerial approvals, the Amendments are expected to come into force on July 11, 2011. 

Read More


Not-for-Profit News and Updates

5 Steps To Transition: The "Canada Not-For-Profit Corporations Act "

Fraser Milner Casgrain LLP
 
The new Canada Not-for-Profit Corporations Act ("CNCA") is expected to come into force in the summer or fall of 2011, bringing with it a new framework for the governance and incorporation of associations, charities and other federal not-for-profit organizations. The CNCA will replace Part II of the Canada Corporations Act ("CCA"), which has set the rules for not-for-profit organizations since 1917.

Members' Rights Under the New Canada Not-For-Profit Corporations Act: Governance and Remedies

Norton Rose LLP

 

On March 9, 2011, Industry Canada announced that, barring an intervening federal election, the Canada Not-for-profit Corporations Act (the "Act") would be proclaimed into force this spring. As a federal election has been called, we expect the Act's proclamation into force will be delayed to the third or fourth quarter of 2011. Existing federal not-for-profit corporations must comply with the Act within three years of it coming into force.

The Act, which will replace Part II of the Canada Corporations Act (CCA), will strengthen and clarify members' rights in the following areas: (i) fundamental changes and class vote; (ii) access to information; (iii) governance; and (iv) remedies.

This bulletin will examine governance and remedies. (Areas (i) and (ii) were reviewed in a previous bulletin.)

NPO Update

Miller Thomson LLP 

 

Over the past few months, CRA has released several documents commenting on the rules under the Income Tax Act that apply to non-profit organizations (NPOs). We have reported in past issues of this Newsletter on CRA's increasingly strict interpretation of the tax exemption for NPOs. These more recent technical interpretations provide a useful summary of CRA's current position on the NPO exemption.
 

Recent CRA Policy Shift Concerning Non-Profit Organization Exempt Status

Miller Thomson LLP 

 

Two recent CRA technical interpretations have signalled a change in the way that the CRA is interpreting the provisions of paragraph 149(1)(l).

You and Your Nonprofit

 

YOU and Your Nonprofit is a new book published by CharityChannel Press. It has been written for those who want to learn more about the nonprofit sector or improve their knowledge and skills related to nonprofit leadership, management and fundraising. Peer-reviewed articles selected for inclusion in this book have been contributed by nationally known experts within the nonprofit sector. I am pleased announce that my article, "Board Member Absenteeism: Four Causes and Five Things You Can Do About It" is included in the book.

 

You and Your Nonprofit:

  • Explores planning issues that are often a challenge to nonprofit organizations.

  • Provides models for improvement of management, governance and leadership.

  • Presents best practices related to the science and art of fundraising.

  • Addresses many of the day-to-day issues that confront nonprofit leaders and professionals.

  • Provides practical and replicable problem-solving suggestions.

This is surely the book I wish I had decades ago.
-Bob Carter, Chair-elect, Association of Fundraising Professionals (AFP)

 

If you purchase online, before July 31, you can get a 25% discount on the price of $59.95 USD

Order from http://charitychannel.com/charitychannel-press

Quote the coupon code CCPRESS423 *upper case letters (limited to one book per customer.)

 

IN THIS ISSUE
2011 Membership Renewal
Request for Assistance
News and Updates
Not-for-Profit News and Updates
Sponsorship Opportunities
Job Postings
Membership Benefits
Events
Publications
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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

Betty Goyette
Foran Mining Corporation
 

Catherine Tanaka
Nevada Copper Corp.
 
Dana Easthope
Sun Life Financial
 
Denise Brown
Atlantic Lottery Corporation
 
John Noonan
Parliamentarians Association of British Columbia
 
Karen Kosziwka
Enbridge Inc.
 
Kari Sawatzky
Harvest Operations Corp.
 
Lyne Burelle
Gaz Métro
 
Magda Pacheco
Travelers Canada
 
Melanie Griffin
Canadian Blood Services
 
Orit Aliasi-Sini
ZSA Legal Recruitment
 
Patricia Osoko
ATCO Ltd. | Canadian Utilities Limited
 
Sherry Wendt
Penn West Exploration
 
Tanya Czyzewski
Bridgepoint Health
 
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
Assistant Corporate Secretary

Purolator Inc.

 
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.
 

Assistant Corporate Secretary
Canadian Pacific
Calgary, AB

 
Corporate Secretary (Bilingual)
Canadian Museum for Human Rights
Winnipeg, MB
 
Senior Manager, Corporate Affairs Administration
GS1 Canada
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

 

CSCS Webinar - Planning to Network  (FREE)
Date: August 08, 2011 (1:00 PM - 2:00 PM)
Location: Online
Click here to register
 

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

2011 SHAREHOLDER DEMOCRACY SUMMIT  

Date: October 24 - 25, 2011
Location: Fairmont Royal York Hotel, Toronto

Click here for more 

 

For complete list of CSCS events click here

Canadian Investor Relations Institute

For complete list of CIRI's event click here
 

Brown Governance

For complete list of Brown Governance seminars  click here
 

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
 
RR DONNELLEY

For complete list of RR DONNELLEY event click here

 

Start your Professional LLM at Osgoode this September!
Choose from Business Law, Securities Law, Tax Law, ADR or General.
Limited spaces available. Apply Now.

Visit www.osgoodepd.ca for more information or contact LLM Admissions at 416.673.4670, toll-free within Canada at 1.888.923.3394, or by email.

 
 
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