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THE
NEWSLETTER FOR THE CANADIAN SOCIETY OF CORPORATE SECRETARIES |
MARCH
2011 |
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Dear Member, 
For those of you waiting anxiously for a
sneak peak at the 13th annual CSCS Corporate
Governance Conference program, coming this August
21st to 24th in Quebec City,
the wait is over!
The CSCS staff and conference committee
have been hard at work creating this year's event.
It will once again feature a streamed agenda that
will be relevant to organizations across all
sectors, including publicly traded companies,
privately owned, crown corporations and not
-for-profit organizations.
Here are some of the topics we have lined
up on the program for you:
- Key developments in director recruitment,
compensation and board diversity
- Update on executive compensation disclosure
and regulatory updates
- Making minutes matter: Evidence of good
governance and due diligence
- Essentials of project and process management
for the corporate secretary's office
- Leading edge practices in subsidiary
governance
- Board committees: Improving performance,
structure, reporting and quality
- Environment, sustainability and governance -
Creating governance processes and structures to
encourage greater commitment to ESG practices
- Governance and nominations committees:
Challenges and key priorities
- Best practices in shareholder engagement in
Canada: Managing the new landscape and its
challenges
- Sharing best practices in: crown
corporations, large issuer companies, small
issuer companies and not for profit
organizations
- Board evaluation, assessment and
composition: getting full value from your board
- The role of the board in enterprise-wide
risk oversight
- Also, for the first time, we will be
offering an optional full-day workshop on Sunday
August 21st: Essentials for the Corporate
Secretary, geared to those of you who want to go
back to the basics, brush up or get key updates
on the role.
We
will kick off the event with local pre-conference
tours and golf on Sunday, so plan to bring your
partner, or the whole family with you - there will
be plenty of opportunities for them to take in the
sights and enjoy the wonderful hospitality and
culture of Quebec during the event. As always, we
will also have many social and networking
opportunities throughout the program featuring
great local tastes, sounds and culture, starting
with our opening reception and dinner.
Attending
this conference is the best investment you can
make as a governance professional. In the space of
a few days, you will have access to key thought
leaders in governance in Canada and the top
practitioners in your field, you will receive a
complete update on key issues and best practices,
you will be able to speak to and mingle with your
colleagues from across Canada and talk to them
about your common challenges and learn from their
successes. In addition, your most important
partners in governance solutions, services and
products will be all be accessible under one roof,
a unique chance for you to take a closer look and
to talk to them directly about improving and
streamlining your existing processes.
This
will be our most exciting and comprehensive CSCS
Conference yet, so keep an eye out for the
official registration launch (and early bird
discounts) coming to you in April!
See
you there!
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Conference
Sponsorship
Opportunities |
If
you would like to get behind this great
conference, please check out our sponsorship
options by clicking
here. There are still plenty of great
opportunities available!
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CSCS weighs
in on CSA Proposed Changes to Form 51-102F6
(51-102F6)
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The
Canadian Society of Corporate Secretaries (CSCS)
engages with Canadian securities regulators to
ensure our members' interests are represented.
We have now responded on behalf of our
members to the request for comments on the
proposed revisions to 51-102F6 - Statement of
Executive Compensation. Click below to view
our response.
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CSCS
Cross-Country Workshop: Edmonton,
May 18,
2011
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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 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! |
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 will 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 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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Request for
Assistance: Respose
A large publicly traded company
asks:
We are looking at the various
products available to set up a board portal. If
you currently use a board portal for your
directors, what product do you use, do you find
it easy to use when loading documents, etc. Do
the directors find it useful?
Your
Response:
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 include your contact information if you wish to publish it
with your response |
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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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: |
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Get on
Board |
CSCS
continues to support the Canadian Board Diversity
Council in their efforts to increase diversity on
boards. The Council created the 'Get on Board'
Education Program, which equips individuals for
board service on not-for-profit, public, and
private organizations. Their Spring Series will
begin in May, in Montreal and Toronto, and their
Fall Series will be held in Calgary, Vancouver,
and Toronto. As a member of the CSCS, you are
eligible for the CBDC Founding Member discount
price. For more information, please visit their
website at http://www.boarddiversity.ca/en/education.html . |
CSCS
is also
pleased to inform you that the Council is
working with the Maytree Foundation to create
the first ever CBDC Corporate Board Diversity
Award. We invite you to apply for this award
which recognizes companies in the corporate
sector for excellence in corporate governance in
the area of board diversity. For application
form
click here.
Premier Dalton McGuinty is interested in
attending the award ceremony, and we are
awaiting confirmation from his office. The
ceremony will take place in Toronto in the first
week of May. The deadline for submissions is
April 14, 2011.
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CCGG Director Compensation
Policy |
CCGG,
representing the interests of institutional
investors in Canada, has prepared a set of
principles for boards to consider when structuring
their own compensation plans to ensure that their
interests are aligned with those of the equity
owners of the company.
This
document is available here for your review and also on
our website at www.ccgg.ca.
If
you have any questions, please contact Stephen
Griggs at (416) 868-3585 and at sgriggs@ccgg.ca or Tony D'Onofrio at (416)
363-8253 and at tdonofrio@ccgg.ca.
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CCGG Updated
Majority Voting Policy |
CCGG
first issued a policy on majority voting in August
2006, when few Canadian issuers had adopted a
majority voting policy. Since then, most large
Canadian issuers have voluntarily adopted either
the form of policy recommended by CCGG or a
modified version of it.
The CCGG board has
approved an updated policy, available here, which provides
the context to majority voting, its level of
adoption to date and an updated form of majority
voting policy for boards to consider.
While
we have made significant progress, a number of
S&P TSX Index companies have not adopted
majority voting and are the focus of CCGG's
October 2010 strategy for majority voting. We have
initially focused on TSX 60 issuers without
majority voting and are now turning our focus to
the next 50 issuers. If you would like to discuss
our strategy, please contact Tony D'Onofrio at tdonorio@ccgg.ca or
416-363-8253.
If you have any questions on
the policy please contact Stephen Griggs at sgriggs@ccgg.ca or
416-868-3585.
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Shareholder
rights to get new look
The
Bottom Line
The
Ontario Securities Commission is looking for
feedback on key aspects of shareholder rights
and judging from what's on some industry
experts' minds, they could get an earful.
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Read More |
Corporate
Governance Developments In Canada And The United
States
Torys LLP
Corporate governance was a
major focus of attention for lawmakers,
securities regulators and investors during 2010,
and we expect further significant developments
in 2011. The Ontario Securities Commission (OSC)
has announced a shareholder democracy
initiative, which involves soliciting input from
market participants on sayon- pay, majority
voting and the overall effectiveness of the
proxy voting system. Executive compensation and
the work of compensation committees are under
increased scrutiny, with new regulatory
initiatives focusing on the relationship between
compensation practices and risk management. This
bulletin reviews these and other recent
corporate governance developments in both Canada
and the United States, and recaps where things
stand as the 2011 proxy season approaches.
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Read More |
2010-2011
Canadian Capital Markets Report: Looking Back,
Looking Forward
Davies Ward Phillips & Vineberg
LLP
2010 will be remembered as the year
the high-yield market came to Canada and the IPO
market returned. Davies' Capital Markets group
has produced this report to capture significant
developments in the capital markets in 2010 and
to identify the trends and developments most
deserving of your attention in
2011. |
Read More |
Navigating
Through Pension Obligations Of Professionals In
An Insolvency: Concerns For Monitors, Receivers,
Trustees In Bankruptcy, Officers And
Director
Fraser Milner Casgrain LLP
Canada
does not require that a corporation establish
registered pension plans for its employees.
However, if a corporation decides to do so, and
the corporation subsequently becomes insolvent,
a number of potential liabilities arise under
Canadian insolvency and pension legislation.
Recent amendments to the Bankruptcy and
Insolvency Act ("BIA")1 and the Companies
Creditors Arrangement Act ("CCAA")2 have
attempted to address these potential
liabilities, but there remains doubt as to
whether this statutory response to recently
decided troublesome case-law adequately protects
insolvency professionals and a corporation's
directors and officers. |
Read More |
Why Do You
Need A Shareholders' Agreement?
Soberman LLP
A shareholders'
agreement is a contract between all or some
shareholders of a corporation, which allows them
to establish their mutual rights and
obligations.
Shareholders' agreements are important
whether you have a family-owned business or
unrelated shareholders. At best, it is a complex
document and (should be) a comprehensive one as
well, covering many issues. However, problems
arise when it does not include certain
points. |
Read More |
Insider
Trading at Private Companies
Bennett Jones LLP
If you thought
insider trading laws only applied to publicly
traded companies in Canada, you would be in good
company. But you would be wrong. Canadian courts
have frequently held that shareholders do not
have fiduciary duties to each other, so it might
be fair to assume that this is the end of the
issue. It is not. |
Read More |
Shareholders
Have Their Say: Say On Pay Developments In U.S.
And Canada
Osler, Hoskin & Harcourt LLP
The Dodd-Frank Wall Street Reform and
Consumer Protection Act (Dodd-Frank Act) calls
for mandatory say-on-pay votes at all
annual meetings of U.S. issuers and certain
foreign issuers that are subject to the
Securities and Exchange Commission's (SEC) proxy
rules. Shareholders will also vote on whether
they want the vote to occur every one, two or
three years. Although both of these votes
are non-binding advisory votes, companies and
shareholders are paying close attention to the
results. In addition, the Dodd-Frank Act
requires disclosure of golden parachute
arrangements and shareholder approval of such
arrangements in connection with meetings held
under the U.S. proxy rules to approve
acquisition transactions. |
Read More |
Canadian
Securities Regulators' 2010 Enforcement Report
Indicates More Violators Facing Jail Time for
Breaching Securities Laws
Canadian Securities Administrators
The
Canadian Securities Administrators (CSA) today
released its 2010 Enforcement Report that
outlines how Canadian securities regulators are
working to detect and disrupt misconduct in
Canada's capital markets. One of the notable
highlights in the report indicates that in 2010,
more proceedings were concluded before
provincial courts, which, in some cases, handed
down jail sentences. |
Read More |
Shareholder
activism rising
National Post
The decision to grant
a board seat to Gregory Boland, chief executive
of West Face, ended a brewing proxy battle. West
Face, which owns 11.4% of Maple Leaf 's shares,
had been seeking a special meeting to challenge
Maple Leaf 's board in the latest example of
shareholder activism. |
Read More |
Scorecard
stirs up controversy
www.corporatesecretary.com
In response to the SEC's
recent adoption of the rules requiring large
public companies to provide shareholders with a
vote on executive compensation, Governance
Metrics International (GMI), a global risk
monitor, recently published an Executive Pay
Scorecard to help facilitate the demand for data
when investors cast mandated advisory
votes. |
Read
More | |
Not-for-Profit
News
and Updates |
Five
Best Practices for New Board or Committee
Members
Canadian Society of
Association Executives
Whenever
a new person volunteers to serve on a board or a
committee they are faced with the question: what
do I do now? I've watched new board or committee
members over the years - they often sit back and
listen rather than actively contribute during
their first few meetings. And I suppose that's a
natural human response to finding oneself in a new
and somewhat uncomfortable territory. |
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Assessing
Governance in Not-for-Profit
Organizations
The
Canadian Institute of Chartered
Accountants Evaluation of the
performance of the board of directors, its
committees and individual directors is now
commonplace among corporate boards, as most
corporate directors recognize the important
benefits assessment conveys in terms of
accountability and improved performance. However,
the practice is not as widespread among boards of
not-for-profit organizations (NFPs). This may be
due to the volunteer status of many NFP directors,
the absence of regulations requiring board
assessment for not-for-profits, or the fact that a
significant number of NFPs do not have autonomous
control of their board composition.. |
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How
do we determine who should sit on our board of
directors?
The
Canadian Institute of Chartered
Accountants
Board
recruiting is an ongoing challenge for many
not-for-profit organizations. The effectiveness of
the board has a major impact on the functioning
and sustainability of the organization. Directors
must collectively have the knowledge, skills and
experience necessary to oversee and advise the
management of the organization. Directors must
work well together, but there should be a creative
and healthy tension that comes from the
constructive interaction of people with different
backgrounds. |
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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'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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Chirag
Bansi IntraLinks Inc. |
Christina
da Rocha Toronto CFA
Society |
Colleen
Fee TransLink |
Elizabeth
Doughty Alberta Pensions Services
Corporation |
Gigi
Chen-Kuo TransLink |
Henrietta
Falasinnu |
Karen
Kazubek Western Canada Lottery
Corporation |
Penny-Lynn
McPherson Canadian Payments
Association |
Louise
Pujo Canadian Museum for Human
Rights |
Lesley
Ross Tarion Warranty
Corporation |
Leigh
Tang Acadian Timber |
Shankar,
Shirley TransLink |
Rachelle
Verret
Morphy SaskPower |
Rita
Westfal-MacDonald Westfal-MacDonald
Business Services Inc. |
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 |
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 |
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 Legal Services Finavera
Renewables Inc Vancouver,
BC |
Senior Financial
Analysts Ministry of Health and Long-Term
Care North York,
ON |
Senior Corporate
Legal Services Advisor Canexus Limited
Calgary, AB |
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-
Advocacy
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Networking and Contacts
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Membership Directory
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Information Resources
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Professional Development
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Research Library
-
Access to Employment Opportunities |
To
learn more about our membership benefits visit www.cscs.org.
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Canadian
Society of Corporate Secretaries
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SAVE THE
DATE - 2011's First BC Chapter
Event!
"Deconstructing
SEDI: unravelling the mysteries of Insider
Reporting"
Date: May 26, 2011
Location: TBA
Time: Morning
hours
For complete list of CSCS
events click
here |
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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
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
Corpotate 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.
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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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