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THE
NEWSLETTER FOR THE CANADIAN SOCIETY OF
CORPORATE SECRETARIES |
JULY 2011 |
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Building on the
Foundation and Exploring New
Ground
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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.
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We
can't wait to host you in Quebec City!
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Not registered
yet?
Well,
there's still time!
Join
250 of your colleagues in Quebec City and register
today at www.cscs.org
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| Join
CSCS |
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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 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:
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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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Expired
Membership |
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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.
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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) |
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Company Size:
*
(ie:
Small, medium, large, issuer
based) |
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| Responses:
* |
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(OPTIONAL)
Please type in your contact information if you wish to publish it
with your
response
| Contact
Name: |
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| Job
Title: |
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| Company: |
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| Email: |
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| Phone: |
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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. |
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| Listed Magazine
Spring Issue |
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CSCS
is pleased to provide this exclusive preview of
Listed Magazine's Summer 2011
issue.
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CSA Publishes Proposed
Amendments to Prospectus
Requirements
Blake, Cassels &
Graydon LLP
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| 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. |
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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 |
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Read More |
For Shareholders
and their Advisors, Pay for Performance Remains
a Work in Progress
Hugessen
Consulting Inc.
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| 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. |
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Read More |
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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. |
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Read More |
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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. |
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Read More |
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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).
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Read More |
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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. |
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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. |
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Read More |
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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. |
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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. |
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Read More
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Not-for-Profit
News
and Updates
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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. |
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Members'
Rights Under the New Canada Not-For-Profit
Corporations Act: Governance and
Remedies |
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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.) |
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NPO
Update |
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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.
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Recent
CRA Policy Shift Concerning Non-Profit
Organization Exempt Status |
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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). |
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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.)
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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.
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Betty
Goyette
Foran Mining
Corporation
|
Catherine
Tanaka
Nevada Copper
Corp.
|
Dana
Easthope
Sun Life
Financial
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Denise
Brown
Atlantic Lottery
Corporation
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John
Noonan
Parliamentarians Association of
British Columbia
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Karen
Kosziwka
Enbridge
Inc.
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Kari
Sawatzky
Harvest Operations
Corp.
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Lyne
Burelle
Gaz Métro
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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! |
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.
|
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Laurel
Savoy
VP Trust Services
Canadian Stock
Transfer Company Inc.
|
|
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.
|
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
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-
Advocacy
-
Networking and Contacts
-
Membership Directory
-
Information Resources
-
Professional Development
-
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
|
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
|
| |
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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
|
| |
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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. |
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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.
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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.
|
| | |
|
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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