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

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.

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.
 

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.

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 

Read More

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.

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.

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.

Jo-Anne Archibald
DSA Corp Services Inc.
 

Laurel Savoy
VP Trust Services
Canadian Stock Transfer Company Inc.

Lynn Beauregard (President)

Canadian Society of Corporate Secretaries

Click here for more details

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

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- Membership Directory

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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
 

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

Brown Governance

Institute of Corporate Directors

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:

 + applicable taxes
 

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