THE NEWSLETTER  FOR THE CANADIAN SOCIETY OF CORPORATE SECRETARIES

AUGUST 2011

 

President's Message
 

Dear Usha

 

Only three days to go before we kick off our 13th annual CSCS conference on Corporate Governance in Quebec City! We have once again exceeded our previous attendance records with over 300 participants registered to come to this event. There is something for everyone on the program, with over 40 speakers, a wide range of sessions and workshops addressing the most pressing issues, and delegates attending from all sectors. It is clear why this event is the premier annual gathering for professionals in governance across Canada. If you haven't registered yet, there is still time but hurry. For more details, click here.

As we put the finishing touches on this conference, it is also very exciting to announce the launch of the registration for another very important event: The CSCS Shareholder Democracy Summit 2011. This event will take place at the Fairmont Royal York in Toronto on October 24th and 25th and it will be the first forum of its kind. Its objective is to gather all of the stakeholders in the Canadian shareholder voting system in order to have an open dialogue, share concerns, and discuss processes, rules and issues related to the Canadian proxy voting system.

Sessions and participants will include representatives from shareholder groups, issuers, service providers, markets and intermediaries, voting agents, regulators, and spokespersons from international markets. The goal of this summit is to establish a common understanding of the issues and then to discuss a call to action. There have been inefficiencies that affect shareholder rights in Canada and there is no single stakeholder that can provide a clear cut solution. There is a need for stakeholders to work together to reach a consensus on how to evolve to new processes in a collaborative framework, and this event will create that opportunity.

We encourage all issuers who would like more clarity and a better understanding on how to navigate the system, and all service providers who take part in this system, to register and attend this important event so as to be a part of the dialogue. For more details on the summit program and registration details, click here and for details on how to become a sponsor, click here.

 

Regards,

 

Lynn Beauregard
President

 


Conference Updates


CSCS 2011 Delegates...it's time to pack your bags!
 

 

With over 40 top-notch speakers, traditional Quebec entertainment and Old Quebec City as our back drop, the CSCS 2011 Conference is by far our most successful conference to date. Just shy of one week and the CSCS will be hosting nearly 300 delegates in Quebec City.

And the 2011 CSCS Annual Conference has received approval for 17 hours of CLE through the Law Society of Upper Canada.

We've introduced new networking programs and have expanded our evening activities to include more action packed activities.

If you know of any late registrants, there are a few spaces left! Visit www.tocorpevents.ca/cscs to register today.

 

 

Shareholder Democracy Summit: October 24 and 25


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

 


The Shareholder Democracy Summit is an invitation on the part of CSCS to all those who have a stake in shareholder democracy to gather in Toronto to share information.

It is a forum for stakeholders to share vital information on stakeholder voting process in Canada and is intended to serve as a platform for collaboration. The medium term objective is for all stakeholders to work together through open and candid dialogue to refresh and improve the existing shareholder democracy paradigm.

Join us at the Fairmont Royal York in Toronto. Registration is now open. 

Join CSCS

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

 

CSCS is pleased to invite individuals and organizations dealing with Corporate Governance, Corporate Secretarial Duties, Not-For-Profit and Charitable Boards, Management/Board of Directors, Securities Regulations and Trading Practices, Proxy Solicitation and Shareholder Activities, Investor Relations and to become a member. Membership is open to Corporate Secretaries, Assistant Secretaries, Corporate Counsel, CEOs, CFOs, Controllers, Shareholder Communications & Investor Relations Professionals, Corporate Directors, Chairmen, Risk & Compliance Officers and NFP Executive Directors among others.
 

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

Annual Membership Fees for the year 2011:

  • Individuals: $475 (+ tax) per year

  • Corporate:  $1350 (+ tax) per year for up to 5 individuals within an organization. Additional membership can be added to the bundle at a rate of $300 (+ tax) (per person per year)

How do CSCS Members Participate and Benefit?

  • Advocacy: CSCS serves as a consultative body for businesses, regulatory and government agencies. A strong voice to the stock exchanges and securities commissions nationally.

  • Strategic Alliances: CSCS is allied with international bodies and positioned to provide members with a global perspective on corporate governance.

  • Information Resources: Being effective means being informed. Members receive relevant and timely information.

  • Networking: Members have many opportunities to meet and exchange ideas and experiences with their colleagues. CSCS Membership Directory is an invaluable resource and networking tool.

  • Professional Development: Enhance your skills at seminars, meetings and conferences designed to keep you informed. Continuing education provides you with the tools to advance your career.

  • Corporate Secretary's Guide: Provides information corporate secretaries need daily. Members receive a substantial discount.


To join visit our website www.cscs.org or contact us by email: info@cscs.org
 

Expired Membership

 

We regret that CSCS members who have not renewed their membership as of April 2011 have now been removed as members.

 

You may however, still be reinstated by making your payment in full , plus a $25.00 re-instatement administration fee, by contacting Pamela Smith, Director, Membership & Administration: email: Pamela.smith@cscs.org; ph: 416-921-5449, ext 303.
 

Request for Assistance
 

A publicly traded company asks:

Does anyone from a not for profit corporation produce an officer certificate confirming oversight on the quarterly financial statements to the audit committee (along the lines of what is requested in publicly trading companies)?

  

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.

Canada Special issue of Corporate Secretary

 

   
 
News and Updates
Diligent to Exhibit Boardbooks for the iPad at the 13th Annual Canadian Corporate Governance Conference
www.marketwatch.com
 
Diligent Board Member Services (nzx:DIL), the world's leading provider of Board Portals, will be exhibiting at the 13th Annual Corporate Governance Conference hosted by the Canadian Society of Corporate Secretaries. This year marks Diligent's fifth consecutive appearance at the conference, which is scheduled from August 21-24, 2011 at the Fairmont Chateau Frontenac in Quebec City.

Read More

Making the Decision to Go Public : Key Factors to Consider
McCarthy Tétrault LLP
 
Going public is among the most critical decisions a corporation can make. It is an intensive and complex process that affects virtually every facet of the corporation's operations. Before proceeding with an initial public offering, a corporation must reflect upon whether it is in a position to make a successful public issue of securities, and it must consider very seriously the implications and realities of being a public corporation.

Read More

Let Me See Your ID: Doing Business With The Unknown, In The Unknown
KPMG LLP

Now more than ever, companies are expanding globally and conducting business with individuals, companies and nations with different languages, cultures, business ethics and practices. When exploring international business opportunities that might include starting or expanding an existing business, there are various considerations that tend to dominate the discussion. What are the startup costs? How will you market your product or service in this new country? What language barriers and cultural issues might you face? What employment decisions are you going to make? Will this venture be profitable?

Read More

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

Read More

Canadian Protectionism? Political and Legal Considerations for Foreign Investment in Canada
Norton Rose LLP

Canada's law governing foreign investment, the Investment Canada Act has come under increased scrutiny since the government's review of BHP Billiton's proposed acquisition of Potash Corporation of Saskatchewan in late 2010. For the second time in two years, the Canadian government blocked an acquisition by a foreign investor, using a law that had never before in its 25 year history been used for that purpose. The concern is that Canada has become protectionist and will review transactions through a political lens with a sharp domestic-preference focus, rather than an international business and investment focus. This paper outlines the legal framework for foreign investment review in Canada, describes recent political events in Canada as they relate to the Act, and concludes with lessons drawn both from recent transactions and recent political events. 

Read More

Canadian businesses still learning the whole IFRS story
digitaljournal.com

As corporate Canada moves into the third quarter of 2011, many companies are well on their way to adjusting to International Financial Reporting Standards (IFRS). Businesses, including private enterprises opting for IFRS, are learning they need a fuller perspective on how to comply with the transition from Canadian Generally Accepted Accounting Principles (GAAP).

Read More

The International Politics of IFRS Harmonization
HBS Working Knowledge

The globalization of accounting standards as seen through the proliferation of IFRS worldwide is one of the most important developments in corporate governance over the last decade. I offer an analysis of the international political dynamics of countries' IFRS harmonization decisions. The analysis is based on a field study of three jurisdictions in particular: Canada, China, and India. Across these jurisdictions, I first describe unique elements of domestic political economies that are shaping IFRS policies. Then, I inductively isolate two principal dimensions that can be used to characterize these jurisdictions' IFRS responses: proximity to existing political powers at the IASB; and own potential political power at the IASB. Based on how countries are classified along these dimensions, I offer predictions, ceteris paribus, on countries' IFRS harmonization strategies. The analysis and framework in this paper can help broaden the understanding of accounting's globalization. 

Read More

Six lessons for boards from News Corp.
Canadian Business

I remember one of the first times I observed a control block board in action: In walked the Chairman and CEO, also a significant shareholder, who promptly sat down at the head of the table. These are my plans, he said, and then went on for about ten minutes, after which the gavel was struck and directors were asked if there were any questions. There weren't mor­­­e than one or two. The board meeting was over. Everyone went for lunch.

Read More

New Canadian compensation rules make work for issuers in coming proxy season
 Thomson Reuters
 

Aug. 16 (Business Law Currents) With the recent announcement by the Canadian Securities Administrators (CSA) that changes in executive disclosure requirements will apply for financial years ending on or after October 31, Canadian issuers may want to do some advance planning in order to avoid last minute scrambling in the New Year.

Read More


Not-for-Profit News and Updates

Pending Legislative Changes Affecting Ontario Special Act Non-Share Capital Corporations

McMillan LLP
 
Late last year, the Ontario legislature enacted the Not-for-Profit Corporations Act, 2010 (the "New Act"). The New Act has not yet been proclaimed in force. Proclamation is expected to be in late 2012.

The New Act will replace Part III of the Ontario Corporations Act ("Old Act"), the current general law governing the incorporation of non-share capital corporations in Ontario. While much has been written on the effect that the New Act will have on the 46,000 corporations currently formed under Part III of the Old Act, much less attention has been devoted to the many non-share capital corporations that are formed by various general and special acts of the Ontario Legislature, including the many non-share capital corporations that have been formed over the years by private act (collectively, the "Special Act Corporations").

Proposed National Instrument 51-103 Ongoing Governance and Disclosure Requirements for Venture Issuers

Miller Thomson LLP

 

On July 29, 2011, the Canadian Securities Administrators (CSA) published for comment significant changes to the regulatory regime for venture issuers. The proposed rules in National Instrument 51-103 are intended to streamline and tailor venture issuer disclosure in order to make disclosure requirements more suitable for issuers at this stage of development. The proposals address continuous disclosure and governance obligations as well as disclosure for prospectus offerings and certain exempt offerings. Until October 27, 2011, the British Columbia Securities Commission, and other securities commissions in Canada, will accept comments regarding the proposed instrument.

Public Consultation Open for Draft Regulations Under Canada's Anti-spam Legislation

Miller Thomson LLP 

 

The Canadian federal government released for public consultation two different sets of draft regulations under Canada's anti-spam legislation (the "Act" or "CASL")1. The Act seeks to combat internet and wireless spam, and certain unauthorized activities relating to electronic messages and the use of other persons' computers. One set of draft regulations was released by the Canadian Radio-television and Telecommunications Commission ("CRTC") on June 30, 2011. The other set was released by the Department of Industry on July 9, 2011.
 

IN THIS ISSUE
President's Message
Conference Update
Shareholders Democracy Summit
Request for Assistance
News and Updates
Not-for-Profit News and Updates
Sponsorship Opportunities
Job Postings
Membership Benefits
Events
Publications
Quick Links
Not a Member
Join Today
Newsletter Archives
Request for Assistance
Job Posting

Surveys

Join our Mailing List
VISIT OUR SPONSORS
 
 
 
 

 

 
 
become A SPONSOR
 

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.

 

 

Welcome to new members
 

Agostino Russo
Teranet Inc.
 

Allison MacLean
Blue Cross Life Insurance Company of Canada
 
Christal Pendleton
May Lake Consulting Corporation
 
James Bell
Viterra inc.
 
James Varro
Law Society of Upper Canada
 
Kathy Estey
Viterra Inc.
 
Linda E. Jacob
Credit Union Deposit Guarantee Corporation
 
Paul Beauregard
Manitoba Telecom Services Inc.
 
Ruth Samarin
BC Oil and Gas Commission
 
Stephanie Lachance
PSP Investments
 
Welcome!
BOArd of directors
David Masse (Chairman of the Board)
Senior Legal Counsel and Assistant Corporate Secretary
CGI Group Inc.
 
Daryn MacEachern (Vice-Chair)
Assistant Corporate Secretary
Talisman Energy Inc.
 
Mary Batoff (Secretary)
Vice President, Legal & Secretary
First Uranium Corporation
 
Madeleine Bertrand
Director, Corporate Affairs & Access to Information and Privacy Coordinator
Royal Canadian Mint
 
Meg Comiskey
Corporate Secretary
Vancouver Airport Authority
 
Gina DeVeaux
Assistant Corporate Secretary

Purolator Inc.

 
Leah Fitzgerald
Associate General Counsel & Assistant Corporate Secretary
Capital Power Corporation
 
Janis McKenzie (Treasurer)
Manager, Share Compensation Plans
Sun Life Financial Inc.
 
Patricia Parisotto
Corporate Secretary
Discovery Capital Management Corp.
 

Laurel Savoy
VP Trust Services
Canadian Stock Transfer Company Inc.

 

Lynn Beauregard (President)

Canadian Society of Corporate Secretaries

 
JOB POSTINGS
Do you have a career opportunity that you would like to advise our members? We invite you to send your posting for distribution to members (and friends) of the Canadian Society of Corporate Secretaries.

 

Click here for more details

Please login to www.cscs.org to view recent Job Postings.
 

Assistant Corporate Secretary
Canadian Pacific
Calgary, AB

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

 

- Advocacy

- Networking and Contacts

- Membership Directory

- Information Resources

- Professional Development

- Research Library

- Access to Employment  Opportunities

 

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

 
Events & Workshops

 

Canadian Society of Corporate Secretaries

 

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

2011 SHAREHOLDER DEMOCRACY SUMMIT  

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

Click here for more 

 

For complete list of CSCS events click here

Canadian Investor Relations Institute

For complete list of CIRI's event click here
 

Brown Governance

For complete list of Brown Governance seminars  click here
 

Institute of Corporate Directors

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

For complete list of RR DONNELLEY event click here

 

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

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

 
 
Publication

 

Chartered Secretaries Canada offers publications that may be of interest to CSCS Members

  

 

The first guide in their Practical Guides for Strategic Governance series -Understanding Your Board of Directors,  is now available in English for $19.95.

Canadian Corporate Secretary's Guide

 

CSCS's reduced subscription fees for the Canadian Corporate Secretary's Guide:

 

Loose-leaf $735.00
CD $735.00
Online $735.00
CD & Online $882.00

 + applicable taxes
 

To order, contact the CSCS National Office by email at  info@cscs.org.

 

 

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About CSCS 

The Canadian Society of Corporate Secretaries (CSCS) is the voice of Corporate Secretaries and governance professionals in Canada.  Its members deal with disclosure and matters affecting corporate governance, including the structure and meetings of the board of directors and its committees, the proxy process and annual meetings.  As such, CSCS strives to provide valuable and timely information on recent changes and developments which affect our members, via our website (www.cscs.org) and our monthly e-newsletter.  
 
Our members include professionals with titles such as Corporate Secretary, Manager Corporate Governance, General Counsel, Chief Compliance Officer, VP Regulatory Affairs, Associate Corporate Secretary, and Board Administrator. 

 

Mission Statement

The promotion and advancement of effective governance and corporate secretarial practice in organizations in the private, public, not-for-profit and other sectors through the continued development and application of governance and corporate secretaryship best practices.

This e-bulletin is issued monthly to all CSCS members.  Non-members may also subscribe and receive the newsletter without access to member-only content. 
 
If you have comments or wish to contribute material to this newsletter, please e-mail us at info@cscs.org