MAY 2011


President's Message
Dear Member,
Lynn Beauregard

I am delighted to announce that we have now kicked off our official registration page for the 13th Annual CSCS Conference!


The early-EARLY-bird discount was a huge success and our registration count is already impressive. If you missed the early-EARLY-bird deadline of May 3, the good news is that we still have the Early Bird discount in place until June 26.


I thought I'd take advantage of this opportunity to outline some of this year's program highlights. The conference themed Building the on Foundation and Exploring New Ground is being held August 21 to 24, 2011 at the Fairmont Chateau Frontenac in Quebec City and will once again deliver on all fronts with:

  • A full program of streamed sessions addressing key issues in governance across all sectors

  • A cast of high profile industry leaders and experts, governance practitioners and academics to provide the most significant updates and best practices

  • A social program that is again sure to provide many fun networking opportunities for you to get to know your fellow delegates

  • A pre- and post-conference tour program that will provide a variety of options for you and your companions or guests

  • A golf tournament and optional activities to kick things off

This year, our program will cover:

  • Essentials of Project and Process Management for the Corporate Secretary's Office

  • The Canada Not-for-profit Corporations Act: How Do I Get There From Here?

  • 50 Nuggets in 60 Minutes: 2011 Comprehensive Corporate Governance Update

  • Key Developments in Board Renewal and Diversity

  • New Developments in Executive Compensation Disclosure and Regulatory Updates

  • Nose In, Fingers Out: Tales, Tips and Techniques for Keeping Your Board Focused on Strategic Issues

  • Update on the Proxy Voting Process

  • Making Minutes Matter: Evidence of Good Governance and Due Diligence

  • Leading Edge Practices in Subsidiary Governance

  • Board Committees: Improving Performance, Structure, Reporting and Quality

  • Environment, Social and Governance (ESG) Best Practices

  • Governance and Nominations Committees: Challenges and Key Priorities

  • Shareholder Engagement in Canada: Managing the New Landscape and its Challenges

  • A Roundup of the Greatest Unmet Needs for Boards of Not-for-profit Organizations and Crown Corporations

  • Top 10 Tips For Recruiting, Orienting and Evaluating Directors: Getting Full Value from Your Board

  • The Role of the Board in Enterprise-Wide Risk Oversight: Essential Elements and Challenges of Board Risk Oversight and the Tools that will Assist Boards in Navigating Uncharted Territory

And new this year is an optional full-day workshop to be held on Sunday August 21, Essentials for the Corporate Secretary.


Our sessions feature over 30 speakers including:

  • Jill Aebker, Deputy General Counsel and Secretary, Tim Hortons Inc.

  • Tom Enright, President and CEO, Canadian Investor Relations Institute

  • David Facey, Corporate Secretary, BC Hydro

  • René Hamel, CEO, SSQ Financial Group

  • Carol Hansell, Senior Partner, Davies Ward Phillips and Vineberg LLP

  • Ken Hugessen, President and CEO, Hugessen Consulting Inc.

  • Pamela Jeffery, Founder, Canadian Board Diversity Council

  • Richard Leblanc, Associate Professor, Faculty of Liberal Arts and Professional Studies, York University

  • Andrew MacDougall, President, Spencer Stuart Canada

  • Stan Magidson, President and CEO, Institute of Corporate Directors

  • Patricia Olah, Project Management Counsel, Borden Ladner Gervais

  • David Weyant, Senior Vice President and General Counsel, Alberta Health Services

Check out the full program descriptions and speakers by clicking here now.

As for the social program, you are invited to a welcome reception with entertainment hosted by Equity Transfer Services with dinner to follow. On Monday evening, we invite you to take advantage of the free evening and explore Quebec City on your own. Then on Tuesday night we wrap up with a Carnival-themed evening sponsored by Laurel Hill Advisory Group, complete with circus entertainment!

So what are you waiting for? Register today!

On behalf of CSCS, our Board and our Conference Planning Committee I look forward to welcoming you to Quebec City soon!

Warm regards,

Lynn Beauregard

Conference Update

We're ready...are you?

Registration is now open for the  13th Annual Corporate Governance Conference


This year we'll be hosting you in Quebec City, August 21 - 24, 2011. Our program is packed with top-notch speakers and sessions, plus we have great evening activities in store for you - a taste of Quebec and Quebec carnival.

Come for business; stay for pleasure. There are lots of optional activities to choose from.

For the complete conference program, and to register today, visit



Thank you to our sponsors for their generous support!






Tina Hutchinson
Manager, Events & Special Projects
416 921-5449 ext. 315
1-800-774-2850 ext. 315 



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 or contact us by email:

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:; ph: 416-921-5449, ext 303.

Request for Assistance

A publicly traded company asks:

Are there any members who use a software or specific tool for annual or further forward planning? If so, what kind of software is it and how does it work?.

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: *

  Please type in your contact information if you wish to publish it with your response

Contact Name:  
Job Title:  

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 releases draft guidelines regarding governance of controlled corporations

On April 11, the Canadian Coalition of Good Governance (CCGG) released draft guidelines respecting the governance of controlled corporations. The document, which relates only to issuers controlled through the holding of common shares (guidelines for dual class share companies are expected in the future) modifies certain guidelines found in CCGG's 2010 Building High Performance Boards to "ensure that the legitimate ownership interests of a controlling shareholder are not in conflict with a guideline designed for widely held issuers."

Specifically, the guidelines address issues respecting: (i) shareholder democracy and the ability of minority shareholders to express their views even where a controlling shareholder holds 50% or more of the voting shares; (ii) board composition and the limitations on the number of related directors (directors that are significant owners of the controlling shareholder, directly or indirectly employed by the controlling shareholder or its significant shareholders, or immediate family members of the ultimate controlling shareholder); (iii) the independence of the Chair of the Board; (iv) related directors on board committees; (v) assessment of the CEO and plans for succession; (vi) and shareholder engagement. The CCGG is accepting comments on the draft guidelines until May 16 and intends to publish the final version in late June 2011.

Notably, the current version of National Policy 58-201 Corporate Governance Guidelines, enacted in 2005, discusses the CSA's intention to examine the governance of controlled companies and consider whether to change how NP 58-201 and NI 58-101 Disclosure of Corporate Governance Practices treat controlled companies. To that end, amendments to Canadian public company governance and independence requirements, which included, among other things, amendments intended to reflect the realities of controlled issuers, were published by the CSA in December 2008. The proposed changes to the corporate governance regime, however, were ultimately deferred.


Alberta and B.C. securities regulators seek comment on London Stock Exchange-TMX merger 


The Alberta Securities Commission (ASC) and British Columbia Securities Commission (BCSC) have received amendment applications from the TSX Venture Inc. (TSXV) and TSX Inc. (TSX) to address changes resulting from the proposed merger of the London Stock Exchange Group plc (LSEG) and TMX Group Inc. (TMX).  To assist in the joint review and consideration of the applications, the ASC and BCSC are seeking comment from market participants in the venture market.


Specifically, the Commissions would like comment on the proposed merger's impact on TSXV remaining an active and vibrant junior capital market for investors and issuers in Alberta and British Columbia.
The Commissions jointly regulate the TSXV, Canada's national venture issuer market and have both received an application to amend the TSXV's recognition order. The Commissions both exempt the TSX from recognition and have both received an application to amend those exemption orders. The TSXV and TSX applications can be found on the ASC and BCSC websites.
The applications are filed in conjunction with applications filed on behalf of TMX Group and TSX with their recognizing regulator, the Ontario Securities Commission (OSC), and the Bourse de Montréal with its recognizing regulator, the Autorité des marchés financiers (AMF).  These applications can be found on the OSC and AMF websites.


To comment, please refer to the Joint ASC/BCSC Notice and Request for Comment document on the applications, which is available on the ASC and BCSC websites. The comment period is open until June 29, 2011.


The ASC is the regulatory agency responsible for administering the province's securities laws. It is entrusted to foster a fair and efficient capital market in Alberta and to protect investors. The BCSC is the independent provincial government agency responsible for regulating trading in securities within the province. As members of the Canadian Securities Administrators, the ASC and BCSC work to improve, coordinate and harmonize the regulation of Canada's capital markets.


Book Review - Corporate Governance: A Synthesis of Theory, Research, and Practice
James Mcritchie 


Corporate Governance: A Synthesis of Theory, Research, and Practice (Robert W. Kolb Series) edited by H. Kent Baker and Ronald Anderson provides an excellent overview of contemporary issues in corporate governance with a primary focus on the relationship between managers and shareowners, as well as other stakeholders.

One of the more interesting and creative chapters is Alex Todd's discussion of best practices. Like many, Todd observes that corporate governance is being overwhelmed by the complexity of its issues and environment. As we all know, one size does not fit all but how do you take into account all the variables?

Read More

Listed Magazine Spring Issue

CSCS is pleased to provide this exclusive preview of Listed Magazine's Spring 2011 issue.


CSCS Exclusive book offer: Influencing Powerful People

McGraw-Hill Ryerson and Dirk Schlimm, author of Influencing Powerful People, are pleased to offer members of CSCS a 40% discount off the retail list price listed below.


Offer expiry date is July 31, 2011.

Click here for offer details.



News and Updates
OSC Review of Disclosure Regarding Auditor Involvement with Interim Financial Statements
Blake, Cassels & Graydon LLP

The Ontario Securities Commission (the OSC) recently released OSC Staff Notice 51-718 - Key Considerations Relating to an Auditor's Involvement with Interim Financial Reports. The Staff Notice summarizes the results of a review by the OSC of compliance by issuers with provisions of securities legislation relating to an auditor's review of interim financial reports, and clarifies the securities law requirements relating to auditor involvement with interim financial reports.

In addition, the Staff Notice provides some further guidance relating to auditor involvement with an issuer's first interim financial report following the transition to International Financial Reporting Standards.

Read More

The Current State of Say on Pay in Canada
Osler, Hoskin & Harcourt LLP

Say on pay continues to make inroads in Canada and to date 26 Canadian companies have agreed to hold say on pay votes. The vast majority of Canadian companies have done so in response to a shareholder proposal. Only in the case of Power Corporation and Bombardier Inc. have shareholder proposals to introduce say on pay been taken by a Canadian company to a shareholder vote and defeated.

Read More

Auditing The Audit
Bennett Jones LLP
This article originally published in the March 2010 issue of Canadian Lawyer Magazine

Most jurisdictions in Canada require the unanimous consent of all shareholders, including non-voting shareholders, in order for a non-distributing corporation to dispense with an audit. The requirement is absolute and mandatory - there are no other exemptions or qualifications. The public policy rationale behind the rule is laudable; however, the implementation in practice can be austere. It is time to revisit the universal audit requirement as it applies to non-distributing corporations

Read More

En français S'il Vous Plaît: What Issuers Contemplating Offering Securities In Québec Should Know About Québec French Translation Requirements
McCarthy Tétrault LLP

Issuers who are contemplating raising capital in Québec, whether through a prospectus offering or an offering exempt from the prospectus requirement, generally question what French translation requirements, if any, are triggered by such an offering. Below, we answer some frequently asked questions in this regard, and in the process hope to dispel certain common misconceptions.

The Securities Act (Québec) (the "QSA") contains specific provisions requiring the translation into French of certain offering documents. In addition, the Québec Charter of the French Language (the "Charter") contains certain general provisions that may apply to documents used in connection with an offering of securities in Québec. Note that the mere distribution of securities in Québec will not, by itself, constitute "doing business" in Québec; issuers should be aware, however, that doing business in Québec would trigger additional French language requirements under the Charter which are not discussed below.

Read More

The Continuing Discussion of Continuous Disclosure: The Influence of the CSA's Recent Guidance on Environmental Reporting
Torys LLP

Reporting issuers, especially those whose businesses involve material or potentially material environmental matters, should carefully consider CSA Staff Notice 51-333, Environmental Reporting Guidance1 (the Notice), which the Canadian Securities Administrators (CSA) published in 2010. As many reporting issuers prepare their annual information forms (AIFs) and other continuous disclosure in 2011, now may be the first time that they are considering the Notice in the context of their disclosure. 

Read More

"Directors' and Officers' Liability in the Shadow of Insolvency"

Fraser Milner Casgrain LLP


Advising directors and officers of companies that are in the shadow of insolvency regarding the scope of their personal liability can be a daunting task as directors and officers can be exposed to significant personal liability in a variety of areas of the law. Directors are now accountable not only to the corporation and its shareholders but also under certain circumstances to employees, creditors, customers, suppliers, and governments. The purpose of this paper is to provide an overview of the legal duties of directors and officers and the personal liability that can be imposed and to discuss ways in which exposure to liability can be managed. It is not intended to provide legal advice to directors and officers, or to be a comprehensive review of all of the duties and liabilities of directors and officers. 

Read More

Additional regulatory guidance for Canadian fund managers and independent review committees
Borden Ladner Gervais LLP 

The regulatory spotlight has focused again, although perhaps only briefly, on independent review committees for public investment funds and their fund managers in Canada with the recent notice published by the staff of the Ontario Securities Commission (OSC). OSC Staff Notice 81-713 Focussed Disclosure Review National Instrument 81-107 Independent Review Committee for Investment Funds was released on March 25, 2011 and describes the results of staff disclosure reviews and interviews with IRC members and fund managers that were undertaken between September 2009 and March 2010. 

Read More

Policing Yourself
Bennett Jones LLP: Reprinted with permission from the May 2011 issue of Lexpert Magazine

Board ethics have never been so closely scrutinized by the public and regulators. Having the proper policies and protocols in place - before an ethical lapse is discovered - is critical.

Directors' obligations arise from a variety of sources. At base is the duty set out in corporate legislation such as the Canada Business Corporations Act (CBCA), which requires directors to act honestly and in good faith, with a view to the best interests of the corporation, exercising the due diligence that a reasonably prudent person would in the circumstances, and without conflict.

Read More

OSC Expresses Concern Regarding Improper Reliance On The Accredited Investor Exemption
Stikeman Elliott LLP 

The OSC today (May 17, 2011) released a staff notice expressing concern that issuers and dealers are relying on the accredited investor exemption to sell exempt securities to individual investors who do not meet the applicable requirements of the exemption. According to the OSC, many dealers are failing to collect adequate know-your-client (KYC) information to reasonably determine whether the investor is an accredited investor, and today's notice is intended to set out the OSC's expectations for issuers and dealers selling securities to accredited investors. 

Read More

Not-for-Profit News and Updates

Not-for-profit corporations

Cassels Brock & Blackwell LLP
The federal and Ontario governments have each passed, but have not proclaimed in force, new laws governing not-for-profit corporations ("NFPCs") that are game-changers for both existing and new NFPCs. Both Acts radically change the powers of NFPCs and the corporate governance rules which apply to them. The Acts streamline the regulatory regimes that oversee NFPCs. If the present federal government is returned to power in the May election, the federal Canada Not-for-profit Corporations Act (the "Canada NFPC Act") would be proclaimed in force before the end of the summer. If the present provincial government is returned to power in the October election, the Ontario Not-for-profit Corporations Act, 2010 (the "Ontario NFPC Act") would likely come into force in January 2012. If the elections yield other results, the timing of implementation, and perhaps the provisions, of the Act in question will change.

Members' Rights Under the New Canada Not-for-profit Corporations Act


On March 9, 2011, Industry Canada announced that, barring an intervening federal election, the Canada Not-for-profit Corporations Act (the "Act") would be proclaimed into force this spring. As a federal election has been called, we expect the Act's proclamation into force will be delayed to the third or fourth quarter of 2011. Existing federal not-for-profit corporations must comply with the Act within three years of it coming into force.

Bill C-28: Canada's Anti-Spam Legislation Passes - The Impact on Your Marketing Programs and Practices

Borden Ladner Gervais LLP 


The Canadian Parliament finally has passed Bill C-28, which was formerly known as the "Fighting Internet and Wireless Spam Act" (FISA). It is anticipated that FISA will come into force 6-8 months, once regulations are in place.

FISA affects how business and other organizations market and advertise to clients and prospects using unsolicited commercial electronic messages (spam). It also impacts the use of software and other technology in communicating with customers (e.g. phishing). Finally, a privacy compliance review may be needed as result of FISA's passage. This bulletin focuses on FISA's impact on marketing and advertising activities of business and other organizations.

Major Asset Transfers Between Charities: Corporate Law Considerations

Miller Thomson LLP 


From time to time registered charities may find themselves in situations, often driven by economic considerations, where they are considering whether to cease carrying on certain elements of their operations. While a straightforward wind-down may be possible in some circumstances, often a charity will look to sell the assets, property or business (referred to collectively as the "assets") in question and realize whatever it can from a financial perspective from the sale. A charity might also decide to transfer the asset(s) to another charity by way of a gift rather than by sale, particularly if the recipient charity is in a position to continue to carry on the operations associated with those assets.

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Welcome to new members

Jo-Anne Archibald
DSA Corp Services Inc.

Lyne Bouchard
Université de Sherbrooke
Joe Cosentino,
Magna International Inc.
Yves Desjardins-Siciliano
VIA Rail Canada Inc.
Anne-Marie Erickson
National Energy Board
Meaghan Horgan
Lorraine Ladha
Green Shield Canada

Lori Lennox
Canadian Institute for Health Information
Jennifer McGuinty  
Queenston Mining Inc
Heather Michie
Bruce Power
Wendy Mills
The Dominion of Canada General Insurance Company
Judie Parker
Encana Corporation
Zinzi Patterson
Jeff Paulson
Encana Corporation
Paul Rose
Jura Energy Corporation
Caitlyn Sassaman
Michael Wall
Bauer Hockey, Inc.
Carolien Zwiers
Encana Corporation
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

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 to view recent Job Postings.

Corporate Secretary / Office Manager
Jura Energy Corporation
Calgary, AB

General Counsel and Secretary of the Board of Governors
Ryerson University
Toronto, ON
Financial Analyst
Ministry of Health and Long-Term Care
Toronto, ON
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Events & Workshops


Canadian Society of Corporate Secretaries


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

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

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

Hot Topics in Cross-Border Securities Institute

Co-Chairs James Scarlett, Partner, Torys LLP
Mark Mandel, Partner, White & Case LLP

Program Agenda A comprehensive update on the latest trends and practices:

  • Macro economic trends

  • M&A and capital markets

  • New regulatory developments

Date: Wednesday, June 22, 2011
Time: 8:30 am to 12:00 pm
Registration and breakfast: 8:00 am to 8:30 am
Register here



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



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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 ( 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
Canadian Society of Corporate Secretaries | 55 St. Clair Avenue West - Suite 255 | Toronto | Ontario | M4V 2G7 | Canada