THE NEWSLETTER FOR THE CANADIAN SOCIETY OF CORPORATE SECRETARIES

MARCH 2011

President's Message
 
Dear Member,
Lynn Beauregard
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!

 

Lynn Beauregard
President

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!

 

Warmest regards,

Tina Hutchinson
Manager, Events & Special Projects
tina.hutchinson@cscs.org
416 921-5449 ext. 315
1-800-774-2850 ext. 315
CSCS weighs in on CSA Proposed Changes to Form 51-102F6 (51-102F6)
  

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.

CSCS Events
CSCS Cross-Country Workshop: Edmonton, May 18, 2011

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!

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.

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

 
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)
 
Company Size: *
(ie: Small, medium, large, issuer based)

 
Responses: *
 

(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.
 

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:
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.
 

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

 

 

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.

 

 

News and Updates
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.

 

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.

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.

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..

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.

IN THIS ISSUE
President's Message
Conference Update
CSCS Cross Country Wokshop
2011 Membership Renewal
Request for Assistance
Get on Board
News and Updates
Not-for-Profit News and Updates
Sponsorship Opportunities
Job Postings
Membership Benefits
Events
Publications
Quick Links
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Newsletter Archives
Request for Assistance
Job Posting

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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
 

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!
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
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.
 

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 
 
 
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

 

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

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

  

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 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.

 

 

CSCS- save the date

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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