|
THE
NEWSLETTER FOR THE CANADIAN SOCIETY OF
CORPORATE SECRETARIES |
AUGUST 2011 |
|
|
|
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
|
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.
|
|
|
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
|
|
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. |
| | |
|
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.
|
|
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! |
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 |
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 |
|
|
-
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.
|
|
|
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. |
|
|
|
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.
|
| | |
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 | |
| |