THE NEWSLETTER  FOR THE CANADIAN SOCIETY OF CORPORATE SECRETARIES

SEPTEMBER 2012

 

PRESIDENT'S MESSAGE


Dear Usha,

 

Lynn Beauregard

The Canadian Society of Corporate Secretaries (CSCS) held its 14th Annual Corporate Governance Conference at the stunning Fairmont Hotel Vancouver this past August 19 through 22nd . The conference was a  resounding success with a record 352 attendees. It was an event packed with sessions, breakouts and networking events to give everyone a varied menu of learning, networking, idea exchange, as well as exceptional access to key experts in governance and top suppliers and service providers in our exhibitor showcase.

 

I may sound like a broken record, but the bar was raised once again as we had one of our best annual conference yet - a record attendance of 352! I used to be a bit concerned when asked year after year, "how are you going to top this next year?" Well, we absolutely will top it again next year.  

 

CSCS offers the only annual meeting place that provides three days of workshops and sessions to meet the evolving needs of governance professionals. We recognize that Canadian organizations across all sectors need good governance, and we will continue to be the organization that stays plugged in to the evolving needs governance professionals. Our goal is to find new ways to add value and keep attracting professionals in this field, as they are the true spirit behind the engine of governance in Canada.

 

It takes a community to put these events together and I would like to thank the following directors of CSCS for their insight and guidance in the development of this year's program agenda: Meg Comiskey, Vancouver Airport Authority, Patricia Parisotto, Discovery Capital Management Corp, Laurel Savoy, Canadian Stock Transfer, Madeleine Bertrand, Canadian Mint, Daryn MacEachern, Talisman Energy and last but not least, CSCS Chairman and conference Co-Chair David Masse, CGI Group Inc.

 

A conference this successful would simply not take place without our wonderful Manager of Events and Special Projects Tina Hutchinson, who oversees and anticipates absolutely every detail behind the scenes, ensuring that things run smoothly on all fronts. A huge thanks to the rest of the hard working CSCS staff (Pamela Smith, Olga Kasjanova, Seare Araya, Senait Ghebru) who add constant value and support to the organization, as well as to each of the CSCS board of directors for their contribution in making this event an uncontested home run.

 

I would also like to give a huge thank you to our sponsors, both new and returning, as we would not have been able to bring you such a full and diverse program without their contributions and their support.

 

Canadian Stock Transfer and CST Phoenix Advisors, Broadridge, Boardvantage, Thomson Reuters, Osler, Hoskin & Harcourt LLP, Chorus Call, Aprio, Equity Financial Trust Company, Diligent Boardbooks, Laurel Hill Advisory Group, Global Governance Advisors, Computershare Georgeson, Valiant Trust Company, ZSA Legal Recruiters, Kingsdale Shareholder Services, TMX Group, Bridgeway, Corporate Traveller, Travelers Canada, the Conference Board of Canada, Modevity, NASDAQ OMX, STRIVE!, ICSA Canada, Rotman School of Management, and in particular RR Donnelly for their printing services of all of the conference brochures and onsite materials.

 

Our media sponsors, Listed Magazine and Corporate Secretary Magazine, and our partners, CCCA, CCGG, Canadian Board Diversity Council, Chartered Accountants of Canada, ICSA, Institute of Corporate Directors, National Association of Corporate Directors, Canadian Investor Relations Institute, Rotman School of Management and Strive.

 

We are already in the planning stages of Halifax and we will keep you posted on program development and other details over the next few months. Mark your calendars for August 18th to 21st 2013 to make certain you do not miss this annual event!

 

Sincerely,

 

Lynn Beauregard

President

 
 
PRESENTING THE CSCS-BOARD OF DIRECTORS FOR 2012 - 2013
CSCS BOARD OF DIRECTORS 2012-2013
(Top Row) Gina DeVeaux, Christine Mills, Leah Fitzgerald,  Janna Pantella

(Middle Row) Mary Batoff, Laurel Savoy, Janis McKenzie, Meg Comiskey

(Bottom Row) Madeleine Bertrand, David Masse, Misti Christensen and Lynn Beauregard  (Not Pictured) Dawn Moss.
 
Click here for the profile of your Board of Directors
 
CONFERENCE UPDATE 
 

IT'S A RECORD EVENT!

 

I'm going to echo Lynn's comments - what a fantastic conference! Vancouver was such a beautiful city to host an event, the weather cooperated and the Fairmont Hotel Vancouver was top-notch in its service.

Each and every year our members, sponsors, partners and speakers keep surprising us with their own commitment to making this conference a success and for this, a great big THANK YOU! Our success is clearly your success. The more we continue to grow, the more programming and networking opportunities we can build together and the better we can become as an organization to support governance professionals.

For those of you who attended, all of the conference material and presentations are now complete and up to date online under Conference Resources, including the final delegate list. In approximately one week, we will be distributing the webcast details (complimentary with registration), courtesy of Chorus Call Canada. You can also check out the event photos here  (www.cscs.org/cscs14_photo). 

For those of you who did not attend but are interested in the conference materials, we will be making these and the webcast available for a fee. The complete information will be available in approximately one week.

Once again, thank you sponsors and partners for your generous support. Each and every year they make our program possible - thank you to all!

 

 
Thank you to out sponsors
 

And it's not too early to mark your calendar for 2013! Looking forward to seeing you at the 15th Annual Corporate Governance Conference, August 18 - 21, 2013 at the  Westin Nova Scotian Halifax. 

 

 

Tina Hutchinson
Manager, Events & Special Projects

 
membership news
CSCS Members Profile
 
Verify and update your information online! Did you know, you can check your details online and view updates of your membership, event registration(s), mailing information and all things accessible to members only. You may also update your contact information to ensure that you are not missing the hottest industry news from CSCS!

Beginning by logging on to the Member Only sections of the website. Now, check your Member Profile and update if necessary.
  • MAILING ADDRESS: Members receive periodic mailings from CSCS as well as Corporate Secretary magazine and Corporate Governance Quarterly, so be sure your address is complete and correct.
  • E-MAIL ADDRESS: We send out periodic e-mail announcements and reminders to members, so please ensure that the e-mail is current.

Forgot your user name and password? Just follow the instructions and it will be sent to you.

Still having a problem? Email info@cscs.org  for additional assistance.

 
 
Pilot Mentorship Program
 
CSCS has announced the launch of the 2nd round of its pilot mentorship program. The main objectives of this program are to connect new and junior corporate secretaries with successful and more experienced governance professionals, for the purposes of helping to build useful networks, tips and tricks to guide mentees to achieving their career goals and identify best practices.

We are currently seeking mentors and mentees for our first program session.. Some of the objectives of the program include assisting newcomers with developing their professional networks and with making educated career decisions and to increase understanding of Canadian workplace culture and the reality of transferring professional designations.

The program is open to all CSCS members.If you are interested in imparting your well-earned experience and knowledge as a mentor, or are new to the profession and would like to become a mentee, If you are interested in the mentoring program either as a volunteer mentor or mentee please contact Pamela Smith, Director, Membership and Administration at pamela.smith@cscs.org.

The deadline for enrolment in the 2012-13 program is September 30, 2012 (please see the application form for details).
 
CSCS members on the move
 
Introducing a new service aimed at keeping your colleagues up to date with your news. Tell us about your new appointment, promotion or other changes, and we will post it on our E-newsletter as well as our website in Member News and Updates Just email info@cscs.org

 

 

A NEW BENEFIT FOR CSCS MEMBERS
Sponsors1 

LOOKING FOR INFORMATION TO SOLVE A PROBLEM IN YOUR BUSINESS, ORGANIZATION OR CAREER?  

 

Whether you need company profile, financial data, or article on everything from governance best practice, Board Resources, or career advice- if it exists, the professional research staff at Rotman Information Solution will find it through the resources of the University if Toronto's network of libraries. 

 
Rotman Information Solutions
University of Toronto
Tel:416-978-1912 or
1-800-810-8067
Fax: 416-978-1920
 
REQUEST FOR ASSISTANCE

not-for-profit organization asks:

 

We are a not-for-profit organization with two committees. The HR portion of the annual budget is reviewed by the HR committee and the entire budget is reviewed by the Finance committee. The recommendation for Board approval originates with the Finance committee. Traditionally, the HR committee meets first followed the next week by the Finance committee.
 
We have received a request to reverse the order of the committee meetings so that the Finance committee reviews the entire budget first and then the HR committee reviews the HR portion (almost 70% of the total) in the context of the larger budget. As the HR portion of the budget is large and variable, it is felt that it can only be reviewed in relation to the rest of the budget which is not as variable.
 
I have been asked to research the process in similar organizations with respect to the annual review of the budget. I would greatly appreciate any information you could share in this regard.

 

 

Your Response:

 Please submit your response by going to CSCS Forum or completing the form below. In order to motivate members to use our forum more effectively, CSCS will appreciate your effort if you can respond using the Forum. 

  

If you wish to remain anonymous, click here for instruction on how to manage your privacy setting.  

 

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: 
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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.

PRESS RELEASE

 

Canadian Coalition for Good Governance Announces the Recipients of the 2012 Governance Gavel Awards
 
Toronto, Ontario - August 20, 2012    The Canadian Coalition for Good Governance is pleased to announce the recipients of the 2012 Governance Gavel Awards.  The awards were presented at the 14th Annual Corporate Governance Conference hosted by the Canadian Society of Corporate Secretaries earlier today in Vancouver.

      

Best Disclosure of Board Governance Practices and Director Qualifications      
Suncor Energy Inc.

Best Disclosure of Approach to Executive Compensation 
Canadian National Railway Company

Best Disclosure of Governance Practices and Approach to Executive Compensation by a Small or Mid-Sized Issuer
MacDonald, Dettwiler and Associates Ltd.     

 

CCGG Governance Gavel Awards were created in 2005 to recognize excellence in shareholder communications by issuers through their annual proxy circulars focusing on executive compensation disclosure and the communication of director qualifications and board practices.  Please contact Tony D'Onofrio at tdonofrio@ccgg.ca or at 416-363-8253 for more information.

SURVEY

 

International benchmarking survey of corporate secretary functions

 

This year the Corporate Secretaries International Association (CSIA) is undertaking its first international benchmarking survey of corporate secretary functions.  The CSIA is in a unique position with its 18 member countries around the globe (including Canada) to access over 100,000 governance professionals to develop a truly unique database. 

 

I urge you to take the time to complete the survey that you can access in the link below.  By doing so we will all benefit from being able to benchmark our own corporate secretarial function with governance professionals from around the world. 

 

Please take your time completing the survey which can be located by  clicking here.

 

The closing date for completion is COB Friday 21 September 2012.

 

I would like to take this opportunity to thank you in your participation in the Benchmarking Governance Survey and appreciate your valued opinions.

 

Lynn Beauregard,

President, CSCS

 


NEWS AND UPDATES
Adjusting to the OSC's new goals
Aarti Maharaj, Corporate Secretary

Canadian companies should start preparing to deal with the new and improved Ontario Securities Commission (OSC). The regulator rolled out its statement of priorities for 2012-13 in March, identifying five major governance and compliance strategies it hopes will enhance its efforts to promote transparency and accountability.

Read More

OSFI Releases Draft Amended Guideline on Corporate Governance
Blake, Cassels & Graydon LLP

 

OSFI has recently made available for comment a draft Corporate Governance Guideline (Draft Guideline) for federally-regulated financial institutions (FRFIs). After industry and public comment, the Draft Guideline will update the Guideline that was originally published in 2003. This bulletin identifies and considers the key amendments proposed in the Draft Guideline. Once the Draft Guideline is finalized, these amendments will need to be considered carefully by FRFIs, as they assess whether their practices meet OSFI's new expectations and, where appropriate, plan for the adoption of new practices, policies and governance structures that reflect OSFI's new guidance.

Read More

OSC Supports TSX's Director Election Proposal
Blake, Cassels & Graydon LLP

The Ontario Securities Commission (the OSC) recently released its 2012 annual report (the Annual Report), which includes a further update (see our July 2012 Blakes Bulletin: OSC to "Advocate" for Director Election Reforms) on the OSC's intentions concerning potential reforms to the regulation of director elections.

Read More

Canada's stance on good governance
Aarti Maharaj, Corporate Secretary

The Office of the Superintendent of Financial Institutions (OSFI) is looking for ways to better monitor and enhance the corporate governance framework across the country's banking sector.

Read More

Long-term leadership: how boards can help build stronger companies
Aarti Maharaj, Corporate Secretary

A new report by the CFA Institute, released today at the Society of Corporate Secretaries and Governance Professionals (SCSGP) annual event, reveals that the creation of a visionary board is beneficial for a company's long-term growth and can stop the fear of failure in its tracks.

Read More

Confidentiality and Non-Disclosure Agreements
Davis LLP

Many inventors and businesses spend considerable time and resources developing new products or building customer bases. It is not surprising, and certainly justified, to see great care taken to ensure such proprietary information does not fall into the wrong hands. However, to take a promising idea, or business, to the next level, a business typically needs to share its valuable secrets with prospective strategic partners or investors. Signing an effective non-disclosure agreement ("NDA") can therefore be a critical step in developing a new business relationship or opportunity by giving the parties enough comfort to take that initial step.

Read More

Can The Refusal To Sign A Non-Competition Clause Constitute Just And Sufficient Cause For Dismissal?
Lavery, de Billy
 

In a recent decision, Jean C. Omegachem Inc.1, The Court Of Appeal Answered That Question By Ruling That An Employee's Refusal To Sign A Non-Competition Agreement During Employment, Which Had Been Discussed When The Employee Was Hired But Presented To Him Three Years After Commencement Of Employment, Is Not A Just And Sufficient Cause For Dismissal. This Judgment Overrules The Two Decisions Rendered By The Commission Des Relations Du Travail2 (Hereinafter "Crt") As Well As The Judgment Rendered By The Superior Court Of Quebec3 In This Case.

Read More

New Privacy Guidelines For The Use Of Social Media For Background Checks
Clark Wilson LLP

Given the large amount of potential sources of information about individuals on social media1, it is not surprising that many employers have, or have considered, searching social media sites as part of their background checks on prospective employees and volunteers. Most of us assumed that if someone posted information about themselves online, he or she could not then complain if a prospective employer accessed and used that information when making their hiring decisions.

Read More

More Buck for Your Bang: Improving Executive Incentive Compensation Plan Efficiency
PwC
 

With the global economic crisis still in the news, executive compensation remains a hot topic of discussion. Many corporations spend more than necessary to deliver net incentive dollars to their executives. At the same time, these organizations often tie up tens of millions of dollars more than necessary in hedging equity-based compensation obligations.

Read More

How can boards tie ethical conduct to executive compensation?
Canadian Business

Compensation drives behaviour. As reported in the Telegraph, the Barclays board of directors intends to "ask" former CEO Bob Diamond to "cut" part of his 17 million (US$26.3 million) pay package in the aftermath of Diamond's role in artificially suppressing the rate at which banks lend money to each other. But Sky News reports that "investors have been warned that the bank faces a battle to fully withhold bonuses owed to Bob Diamond and Jerry del Missier," the top executives who left the bank last week.

Read More

A Call To Arms On Empty Voting!
Osler, Hoskin & Harcourt LLP

The proxy battle over the TELUS proposal to eliminate its dual class share structure earlier this year underlines the need for regulatory action on empty voting.

Read More

Canadian Securities Regulators Announce Results of Continuous Disclosure Reviews for Fiscal 2012
Canadian Securities Administrators

The Canadian Securities Administrators (CSA) today published Staff Notice 51-337 Continuous Disclosure Review Program Activities for the fiscal year ended March 31, 2012, which summarizes the results of the CSA's continuous disclosure (CD) review program.

Read More

Press Release- CSIA presentation before WTO on June 25, 2012
Institute of Company Secretaries of India(ICSI)

CSIA today reported that a delegation of its members made a presentation before the Committee on Specific Commitments of the World Trade Organization (WTO) on June 25, 2012 in Geneva, Switzerland to include a new listing in the Trade in Services business classification listings by the name of 'CORPORATE GOVERNANCE, COMPLIANCE AND SECRETARIAL ADVISORY SERVICES'. CSIA claims this sector is worth US$36 billion annually.

Read More

CFO Agenda Issue 1: Transforming Performance - Powering An Effective Organization
PwC

The challenges facing CFOs today are multifold. On the one hand they need to manage the performance of their organizations, and on the other hand they need to leverage quality management information to support business decisions. As if this were not enough, their roles are further complicated by external circumstances such as the recent economic downturn.

Read More

"Did we really say that?" - Website and third party disclosure considerations for resource issuers
Stikeman Elliott LLP

While a company's website can host a wealth of information and form a key part of an investor relations strategy, managing that information also poses unique challenges. These challenges are heightened for resource issuers given the additional disclosure obligations under National Instrument 43-101 Standards of Disclosure for Mineral Projects that apply to technical or scientific disclosure. In particular, companies should carefully consider how their disclosure obligations under securities laws generally, and NI 43-101 in particular, are impacted by third party information that is republished or linked to from the company's website.

Read More


NOT-FOR-PROFIT NEWS AND UPDATES 
Ontario Lobbyist Registration Changes May Impact Non-Profits and Charities
Miller Thomson LLP

On July 25, 2012, the Ontario government announced its plan to amend the Lobbyists Registration Act to ensure greater transparency and accountability among lobbyists, government and the public. The government plans to introduce a bill when legislature resumes in the fall to enhance the existing Lobbyists Registration Act ...

Read More

CRA Releases Updated Guidance on Community Economic Development: Expands Acceptable Program Related Investments
Miller Thomson LLP

On July 26, CRA released CG-014, an updated Guidance on community economic development activities and charitable registration. The new Guidance replaces CRA's former published policy on the subject, RC4143, which was originally released in 1999. In the 13 years since the original policy statement was published there have been dramatic changes in the range of economic development activities conducted by registered charities, and the sector has lobbied CRA for some time to update its policies in this area. The new Guidance provides additional clarity on CRA's current policies and in some cases expands CRA's position on when certain forms of activities will be considered charitable.

Read More

IN THIS ISSUE
President's Message
CSCS-BOARD OF DIRECTORS 2012-2013
Conference Update
Membership News
Request for Assistance
Press Release
Survey
News and Updates
Not-for-Profit News and Updates
Job Postings
Events
Join CSCS
Quick Links
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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.

 

 

BOArd of directors
(Chairman of the Board) 
Senior Legal Counsel and Assistant Corporate Secretary 
CGI Group Inc. 
Montreal, QC
 
Mary D. Batoff
(Vice-Chair, Chief Governance Officer and Corporate Secretary) 
Vice President, Legal & Secretary
First Uranium Corporation
Toronto, ON
 
Janis McKenzie
(Treasurer)
Cana, Share and Financial Administration
Sun Life Financial Inc.
Toronto, ON
 
Madeleine G. Bertrand
Director, Corporate Affairs and ATIP Coordinator
Royal Canadian Mint
Ottawa, ON
 
Misti Christensen
Manager Governance
Nexen Inc.
Calgary, AB
 
Margaret (Meg) Comiskey
Assistant Corporate Secretary
Vancouver Airport Authority
Vancouver, BC
 
Gina DeVeaux
Assistant Corporate Secretary
Purolator Inc.
Mississauga, ON
 
Leah M. Fitzgerald
Associate General Counsel and Assistant Corporate Secretary
Capital Power Corporation
Edmonton, AB
 
Christine Mills
Manager, Corporate Affairs & Governance
BC Children's Hospital Foundation 
Vancouver, BC  
 
Dawn Moss
Corporate Secretary
Eldorado Gold
Vancouver, BC
 
Janna Pantella
Corporate Secretary
DIRTT Environmental Solutions Ltd.
Calgary, AB
 
Laurel Savoy
Senior Vice President
Canadian Stock Transfer Company Inc.
Toronto, ON
 
Lynn Beauregard  
(President)  Canadian Society of Corporate Secretaries
Toronto, ON


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.   

 
Executive Assistant, General Counsel and Corporate Secretary
Suncor Energy
Corporate Secretarial Assistant
ATCO Group of Companies.
Events & Workshops

 

Canadian Society of Corporate Secretaries

 

For complete list of CSCS events click here

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


JOIN CSCS 

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)

Why Join?

  • 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.
  • Membership Directory - an invaluable resource and networking tool.
  • Professional Development: Continuing education provides you with the tools to advance your career.  Enhance your skills at seminars, meetings and conferences designed to keep you informed.

Visit our website - www.cscs.org - to learn more about  CSCS  membership benefits.

 
Publications

 

Canadian Corporate Secretary's Guide


CCH Canadian is pleased to offer CSCS members a 30% discount when ordered through CSCS - currently $824.25 + applicable taxes for either loose-leaf or online is $824.25 + applicable taxes. Subscriptions include Corporate Brief, a monthly newsletter containing feature articles, digests of recent cases and updates to legislation.

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

Understanding Your Board of Directors

Chartered Secretaries Canada offers publications that may be of interest to CSCS Members . This is the first guide in their Practical Guides for Strategic Governance series and is now available in English for $19.95.

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.