THE NEWSLETTER  FOR THE CANADIAN SOCIETY OF CORPORATE SECRETARIES

SEPTEMBER 2011

 

President's Message
 

Dear seare ,

 

First off, I would like to extend a very warm thank you to our 2011 Conference attendees, speakers and sponsors, for making the Quebec City conference in late August such a tremendous success. I may sound like a broken record (again) but the bar was once again raised as we had one of our best annual conference yet, with a record attendance of 320! We thought we couldn't top Lake Louise in 2010 but we were wrong and I'll give credit for this to our incredible line up of sessions, speakers and sponsored events.

A conference this successful wouldn't happen without our wonderful Manager of Events and Special Projects Tina Hutchinson, who oversees and anticipates every detail so that things can go smoothly on all fronts. Kudos to the rest of the CSCS staff and to each of the CSCS board directors for their contribution in making this event an uncontested home run. We are already in the planning stages of Vancouver 2012 and clearly have a lot to work to do to make sure we keep getting stuck on that same record!

In the meantime, it is very exciting to be preparing another very unique event. CSCS will be hosting an unprecedented gathering of the key stakeholders in the Canadian capital markets on October 24 and 25, 2011 in Toronto: The 2011 CSCS Shareholder Democracy Summit, at the Royal York Hotel.

CSCS believes that a necessary first step in transforming the processes of shareholder democracy, to make them suitably efficient and reliable, is for all stakeholders to gain a better understanding of the whole pie. The diversity of parties and the very different worlds in which they operate, have impeded the gathering and sharing of information that is vital to that understanding. The Canadian Society of Corporate Secretaries has decided to become the catalyst for that vital first step.

The two-day summit conference will assemble all stakeholders in moderated expert panels. We are looking to gather participants in the capital markets to attend including: Listed issuers, proxy voting advisors, intermediaries, proxy agents, proxy solicitation firms, industry associations, governance minded organizations, institutional investors, brokers, transfer agents, clearing houses, board directors and of course, corporate secretaries. Click here for more detail and we hope to see you in Toronto in October!

Regards,

 

Lynn Beauregard
President

 

Shareholder Democracy and Proxy Voting in Canada
 

David MasseThe focus on all aspects of corporate governance has been steadily increasing.

 

The initial focus was on the role of directors in ensuring that the business of the corporation is managed to maximize value for shareholders. As enterprises failed earlier in the decade as a result of mismanagement, the focus increased sharply, and the burden of regulation and expectations related to best corporate governance practices increased proportionately.

 

It is the natural course of that progression to focus on the role of the shareholder in selecting, electing, evaluating and eventually replacing the directors.

 

A number of important initiatives along those lines are gaining traction in all jurisdictions. Say-on-pay and majority voting are two of the most important of those initiatives. Institutional shareholders and their advisors are paying much more attention to how they vote their shares in director elections.

 

This is good because it has real potential to motivate directors to pay closer attention to their role, and to how their decisions are perceived and evaluated by shareholders. Social pressure resulting from votes withheld from directors, particularly where the directors' re-election might be in doubt, is strong medicine indeed.

 

The amalgam of these measures is what is generally referred to as "shareholder democracy".

Read More

Shareholder Democracy Summit: October 24 and 25


MONDAY, OCTOBER 24th AND TUESDAY, OCTOBER 25th, 2011
 TORONTO · FAIRMONT ROYAL YORK HOTEL

 


Registration is OPEN for the first annual Shareholder Democracy Summit.
For the complete program description, or to register now, click here.
 

"This unprecedented gathering of policymakers and stakeholders will ensure that everyone who plays a role in the system will have a voice," says CSCS Chairman of the Board, David Masse. "Our ultimate goal is to have the views of all constituents addressed in effective solutions."

 

WHY you need to attend
Currently no forum exists in Canada where all stakeholders can come together to exchange vital and accurate information and collaborate effectively towards concerted renewal of the system.

CSCS has taken the initiative to act as an impartial catalyst to provide a venue for collaboration and reform.

MEET our expert panel moderators
  • William Mackenzie, Senior Advisor, Hermes Equity Ownership Services
  • Carol Hansell, Partner, Davies Ward Phillips & Vineberg LLP
  • Benjamin Silver, Counsel, McCarthy Tétrault LLP
  • Ross McKee, Partner, Blake, Cassels & Graydon LLP
  • Sylvia Groves, Principal, GG Consulting
  • Ken Bertsch, President and Chief Executive Officer, The Society of Corporate Secretaries and Governance Professionals
  • Robert Pouliot, Co-Founder of the Coalition for the Protection of Investors
  • Mihkel Voore, Partner, Stikeman Elliott LLP
WHO should attend
corporate and securities regulators government representatives
stock exchanges
listed issuers
proxy voting advisors
intermediaries
proxy agents
proxy solicitation firms
industry associations
governance minded organizations
institutional investors
brokers
transfer agents
clearing houses
board directors
corporate secretaries
 

Conference Update
Success for 2011; Gear up for 2012
 

This year's Corporate Governance Conference achieved record-breaking attendance; a total of 320 delegates. It was a pleasure to host you in Quebec City and we hope that you all enjoyed your time and networking opportunities.

 

In the next couple of weeks we will be announcing the conference webcast details, courtesy of Chorus Call Canada. For those of you who were in attendance, you will receive complimentary access. If you were unable to join us in Quebec City, the webcast may be purchased for $250 (members) or $325 (non-members.) Stay tuned for more details.

 

It's not too early to plan for your future event participation!

 

Mark your calendars for Vancouver, BC, August 19 - 22, 2012. If you're eager to get a head start on your planning, the accommodation line is open and available. Click here to view the 2012 details now.

 

And while we are hitting the ground running for 2012, we're also getting set for other future opportunities - 2014, 2015 and 2016. It may seem early, but with our continued conference attendance success we need to ensure we have the appropriate venue space to accommodate all of our delegates. We are now seeking your input for these future events. Please click here and take a few minutes to complete our conference survey. Your comments are greatly appreciated.

 

Cheers,

 

Tina Hutchinson
Manager, Events & Special Projects

 

 

Request for Assistance
 

A publicly traded company asks:

  1. Does your General Counsel / Legal Department provide regular reports and/or compliance certificates to the board outlining major litigation, contracts, compliance issues, trending, etc.?
  2. If they are written reports, I would be grateful if you would provide me with a copy of one.

  

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.

CCGG Announced the Recipients of the 2011 Governance Gavel Awards

 

Toronto, Ontario - August 22, 2011 The Canadian Coalition for Good Governance is pleased to announce the recipients of the 2011 Governance Gavel Awards. The awards were presented at the 13th Annual Corporate Governance Conference hosted by the Canadian Society of Corporate Secretaries earlier today in Quebec City.

 

Best Disclosure of Board Governance Practices and Director Qualifications
Canadian National Railway

Best Disclosure of Approach to Executive Compensation
Toronto-Dominion Bank

Best Disclosure of Governance Practices and Approach to Executive Compensation
Small or Mid-Sized Issuer
Manitoba Telecom Services Inc. 

Claim your seat at the Corporate Secretary Canada Think Tank

(EXCLUSIVE OFFER)

 

The Corporate Secretary Canada Think Tank is coming to Toronto on October 6, 2011, and members of the Canadian Society of Corporate Secretaries (CSCS) are invited to attend this exclusive event. Join your corporate legal, compliance and governance peers for a day of frank discussions about the most pressing and challenging issues you face.

On the agenda for this event, hosted by Corporate Secretary magazine, are:

  • How to enhance the dialogue with shareholders in the age of shareholder democracy

  • The effect of changing regulations on technology and issuer best practices

  • Why empty voting matters - and what you can do about it

Join us in this closed-door, off-the-record and highly interactive format to gain insights you can use to mitigate risk, streamline compliance and protect your company.

 

Click here to reserve your seat now or contact Connie Blackman at 212.430.6855 / constance.blackman@thecrossbordergroup.com  for more information.

 

Advertising Supplement
 

Ask Brock


Some of our senior management will be overseas on the day our AGM takes place at a meeting room in Toronto. It's very important that they participate in the meeting, but neither the travel plans nor the AGM can be changed. Any suggestions?


I'm going to start with the simplest option. You might recognise it if you've been involved in the organizing of an investor day and news conference where you had an audience present in the room, as well as participants and/or presenters in remote locations.

 

Assuming you are using a sound system in your meeting room, you'll need one additional piece of equipment called a telephone hybrid. This takes the audio from the sound system and converts it into a phone signal, and visa versa.

 

When we do this type of event with our clients, we make sure that there will be a dedicated sound technician available throughout the event to monitor volumes and be in a position to react immediately if necessary. It's not good enough to have a floating sound tech that is monitoring a number of meeting rooms simultaneously.

 

We work with the sound technician an hour or two prior to the start of the event to test the volume of all the microphones so your senior managers listening remotely will be assured good quality audio. We also ensure that the configuration of the mics and speakers in the meeting room don't generate feedback when your phone participants address the meeting.

 

Finally, we ensure we have a direct line the conference operator monitoring the call and the technician, so if the conditions change, we can easily get word to the sound tech to adjust the volumes.

 

There are other options, such as connecting by video conference to the meeting room. This isn't necessarily more expensive, or more complex, but is still not commonly done. I would be happy to explain how that set-up would work as well.

 

OK, but what if we're just connecting one executive to the meeting? Why would we involve our teleconference provider?

 

Good question. The role of the teleconference provider, from Chorus Call's perspective, is to coordinate the testing and ensure good quality audio. Often we are educating the sound technician who may have never had the opportunity to do this type of set-up. If it's important that your executive member hear the meeting properly and be heard clearly when he/she addresses the meeting, then involving a firm like ours will help ensure that the conditions for a successful meeting are in place.
 

 

Brock Stine is General Manager for Chorus Call Canada, a communications company specializing in offering teleconferencing and webcasting services to the business and not-for-profit sectors.  If you have a question to ask Brock, please e-mail him at bstine@choruscall.com or call 1-800-319-3929.

 
News and Updates
CIRI Advocates for Equal Access to Company Filing Content on SEDAR

Canadian Investor Relations Institute (CIRI)

 

Toronto, Canada - The Canadian Investor Relations Institute (CIRI) today submitted a recommendation to the Canadian Securities Administrators (CSA) to provide equal access for investors and others to information filed on SEDAR (System for Electronic Document Analysis and Retrieval) by publicly traded companies. (more | letter to CSA)

 
Corporate Governance Due Diligence: A Practical Guide for Internal Compliance and Potential Investors

Heenan Blaikie LLP

 

Increasingly, both public and private companies face heightened demands from diverse stakeholders for corporate transparency and accountability. Operating under greater public scrutiny than ever before, many companies are protecting themselves by proactively adopting and implementing corporate governance policies according to what are considered to be best practices.

Read More

CSA propose to streamline and tailor venture issuer disclosure
McMillan LLP

 

On July 29, 2011, the Canadian Securities Administrators (CSA) published for comment proposed amendments which introduce a new regulatory regime for venture issuers (the Proposals). The CSA have indicated that the Proposals are meant to streamline and tailor venture issuer disclosure to reflect the expectations of investors and to make the disclosure requirements more manageable for venture issuers.

Read More

TSX Company Manual changes introduce new listing category for oil & gas development stage listing requirements, make other amendments
Stikeman Elliott LLP

As we discussed in February, the TSX proposed various changes to its Company Manual earlier this year. The TSX has now announced that it is adopting the proposals, with non-material revisions, and that the OSC has provided its approval.

Read More

At a Glance: Say-on-Pay in Canada in 2011

Hugessen Consulting Inc

 

Approximately 70 companies in Canada, including a majority of the TSX 60, held a say-on pay vote in 2011, making it the first year that a significant number of management advisory votes on executive compensation were submitted to shareholders. Leading up to the proxy season, many issuers and boards were concerned about the ramifications of say-on-pay and what might be in store:

Read More

Say-On-Pay - What's Next?
Blake, Cassels & Graydon LLP
  • 7% of Canadian-listed companies have adopted Say-on-Pay votes
  • OSC considering mandatory advisory Say-on-Pay votes

One of the developments to be observed in the upcoming proxy season will be the extent to which any additional public companies adopt a Say-on-Pay shareholder vote - a shareholder vote approving executive compensation decisions - either voluntarily or in response to shareholder proposals for consideration at upcoming shareholders' meetings.

Read More

TSX Proposes Reforms for Director Elections

Blake, Cassels & Graydon LLP

 

The Toronto Stock Exchange has published for comment proposed changes to its Company Manual which would require TSX-listed issuers to:

  • elect directors individually;
  • hold annual elections for all directors; and
  • make specified disclosure concerning majority voting for the election of directors.

The comment period in respect of the proposed amendments expires on October 11, 2011.

Read More

Amendments to executive compensation disclosure rules for 2012 proxy season
Norton Rose LLP

On July 22, 2011, the Canadian Securities Administrators (CSA) published amendments to the executive compensation disclosure rules, which will come into force on October 31, 2011. The principal amendments will be made to Form 51-102F6 - Statement of Executive Compensation and consequential amendments will be made to National Instrument 51-102 - Continuous Disclosure Obligations, Form 58-101F1 - Corporate Governance Disclosure and Form 58-101F2 - Corporate Governance Disclosure (Venture Issuers) (collectively, the Amendments).

Read More

Canada absent from global movement toward diversifying boards
Canadian Business

In Quebec, Premier Charest mandated into law in 2007 that by December 2011, boards of directors of all Quebec enterprises need to be comprised of an equal number of men and women, and that the cultural make-up of boards reflect more the ethnic diversity of Quebec.

Read More

Rethinking what it means to be an "independent" director
Canadian Business

I remember an institutional shareholder speaking at a corporate governance conference and proclaiming that what boards of directors need most is "unconflicted directors giving unconflicted advice." Unconflicted directors-otherwise known as independent directors without ties to the company or its management-are thought to be disinterested and more effective at monitoring management and operating in the best interests of the company overall.

Read More

Board Diversity: Are We on the Eve of Real Change?
Directors & Boards

There may be reason for optimism if you are a woman or ethnic minority who is looking to join a board. Trends in three important areas support an optimistic view towards the future: structural changes in corporate boards; recent investor statements and actions; and the evolution of company policies.

Read More


Not-for-Profit News and Updates
Board Structure And Benchmarks
Directors & Boards

This edition of the Not-for-Profit Pulse seeks to paint a picture of nonprofit boards in Canada. Specifically, it looks at perceived effectiveness of board governance, best practices around board member recruitment and retention, and examines additional characteristics such as board size, governance style and common board policy areas.

Read More

Diversity: Acting on What We Know
National Association of Corporate Directors

Reatha Clark King, a public company director for more than 30 years who recently stepped off the ExxonMobil board, has fought to overcome ethnic and gender discrimination since she was born in southern Georgia in 1938. A chemist schooled in the 1950s, King has persevered in science, academia and philanthropy to fulfill her desire to serve. Now a member of the NACD board, King- in conjunction with Spencer Stuart's Julie Hembrock Daum- led a discussion of prominent public company directors on how to "move the needle" on women's advancement into corporate leadership roles, where numbers continue to make them notable by their absence from top echelons. "We need to look beyond the numbers and ask why," King said in her opening remarks.

Read More

IN THIS ISSUE
President's Message
Shareholder Democracy and Proxy Voting in Canada
Shareholders Democracy Summit
Conference Update
Request for Assistance
News and Updates
Not-for-Profit News and Updates
Sponsorship Opportunities
Job Postings
Membership Benefits
Events
Publications
Quick Links
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Request for Assistance
Job Posting

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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
 

Dease, Colin 

AKITA Drilling Ltd.
 

Hesch, Lorrie
Blue Cross Life Insurance Company of Canada
 
Christal Pendleton
Imperial Oil
 
Kozuska, Lorilee
Tanzania Minerals Corp.
 
Leroux, Valérie
Noveko International inc.
 
Petrilli, Julie-Anne
Pyrogenesis Canada inc.
 
Riendeau, Donald
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.
 
Janis McKenzie (Treasurer)
Manager, Share Compensation Plans
Sun Life Financial 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
 
Patricia Parisotto
Corporate Secretary
Discovery Capital Management Corp.
 

Laurel Savoy
Senior Vice President
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.
 

Governance Analyst
Royal College of Physicians and Surgeons of Canada
 
Corporate Secretary
Lucara Diamond Corp.
 
Assistant Vice President & Assistant Corporate Secretary
Senior Legal Assistant
Manulife Financial
 
 
MEmbership benefits

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

Membership is at two levels: Individual Members and Corporate Members.

Annual Membership Fees for the year 2012:

  • 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 learn more about our membership benefits visit www.cscs.org.

 
Events & Workshops

 

Canadian Society of Corporate Secretaries

 

2011 Shareholder Democracy Summit

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

Click here for more 

 

Executive Compensation Course for Corporate Secretaries

 

Toronto      (October 13, 2011)
Vancouver (November 21, 2011)
Calgary      (November 22, 2011)

 

For complete list of CSCS events click here

The Canadian Board Diversity Council
Board Diversity Best Practices Roundtables

Toronto
Oct. 3 (7:30-9am)
Oct. 4 (12-1:30pm)
Nov. 2 (7:30-9am)

Montréal
Oct. 24 (12-1:30pm)
Nov. 18 (7:30-9am)

Vancouver
Nov. 7 (12-1:30pm)

Calgary
Nov. 9 (12-1:30pm)

 

Canadian Investor Relations Institute

For complete list of CIRI's events click here
 

Brown Governance

For complete list of Brown Governance seminars  click here
 

Institute of Corporate Directors

For complete list of ICD's events click here
 
Institute of Chartered Secretaries and Administrators
For complete list of ICSA's events click here
 
RR DONNELLEY

For complete list of RR DONNELLEY events click here

 
Global Governance Advisors
Compensation Risk Reviews Breakfast Seminar

Date: Tuesday, September 27, 2011
Time: 7:30-9:00am
Registration, Breakfast and Networking: 7:30-8:00am
Briefing and Panel Discussion: 8:00am to 9:00am
Venue: Viking Room, Calgary Petroleum Club

Click here for more

 
 

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