We recently announced that CSCS is launching the Excellence in Governance Awards (EG Awards/Prix EG), with its inaugural ceremony to be held at our opening dinner for our 2013 annual conference in Halifax next August.

I am now delighted to announce that we have gathered a highly respected judging panel for the selection of these awards. The Excellence in Governance Awards jury panel is composed of seasoned governance thought leaders from across Canada. CSCS has carefully selected the judges to ensure representation from all aspects of the governance community including shareholder representatives, regulatory experts, leading academics and practitioners. They are:

  • Gigi Dawe, Risk Oversight and Governance, and National Practice Area Leader, Governance, Strategy and Risk, CICA
  • Stephen Griggs, Director and past Executive Director of CCGG
  • Sylvia Groves, President and Creative Director, Governance Studio
  • Carol Hansell, Senior Partner, Davies Ward Phillips & Vineberg LLP
  • Richard Leblanc, Associate Professor, Governance, Law & Ethics, Faculty of Liberal Arts and Professional Studies, York University
  • Carol McNamara, Vice President, Associate General Counsel and Secretary, Royal Bank of Canada
  • Paul Schneider, Manager, Corporate Governance, Ontario Teachers' Pension Plan (OTPP)
  • Elizabeth Watson, Q.C, President of Watson Inc.

These experts will be joined by Honorary Judge Peter Dey, Chairman, Paradigm Capital and judging facilitator Brendan Sheehan, Founder and President, The Illawong Group.


The CSCS EG Awards will recognize the important contribution governance professionals make to the best practices that build shareholder and stakeholder value. The awards underscore the critical role that good governance plays in sustaining the value of Canada's public and private companies, crown corporations, government agencies, and not-for-profit organizations, and in contributing to Canada's economy, its services, and its capital markets.

CSCS will seek nominations in the following award categories:

  • Best sustainability, ethics and environmental governance programs
  • Best use of technology in governance, risk and compliance
  • Best approach to board and committee support
  • Best shareholder or stakeholder engagement by a governance team
  • Best overall corporate governance
  • Best approach to board diversity
  • Joyce Borden-Reed CSCS distinguished contribution award
  • Peter Dey Lifetime achievement award

Candidates eligible for nomination include individuals and/or teams of individuals who play a role in the governance of their organizations. The call for nominations will open on February 15, 2013, the deadline for nominations is April 15, 2013, and the shortlist of finalists for the awards will be announced in early June, 2013. CSCS expects that the recognition winners and nominees alike will gain from these awards will raise awareness for the key role played by governance professionals, further the reputation of their organizations, and inspire others to follow their example.

We invite you to find out more about these awards here and to consider nominating yourself, your corporate secretary or governance team, or to nominate organizations that you believe should be considered for these awards.


Lynn Beauregard




New for 2013!
CSCS has introduced Annual Sponsorship Opportunities which provide access and visibility across CSCS' activities and events throughout the year and in one complete package. Opportunities can fit any budget and are offered on a first come first serve basis.

We look forward to welcoming your organization to our list of preferred sponsors and partners. Check out the annual sponsorship details here or contact any one of the CSCS staff members to discuss your tailored CSCS sponsorship package today!

AND don't forget to mark your calendars for the conference - August 18 - 21, 2013 in Halifax, NS. And Stay tuned for our early-EARLY-bird registration announcement which will be hitting your inboxes very soon

Tina Hutchinson  
Manager, Events & Special Projects 

CSCS has been proud to offer the membership affordable conference pricing and reasonable workshop and professional development opportunities. From time to time, it has become necessary to increase dues to match expenses and this year, the Board of Director's feels that an additional cost is necessary to maintain our quality of offerings. 

Therefore, CSCS has increased regular membership to $495.00. Reduced fees have been introduced for those in not-for-profit organizations, for academics and for consultants. We have eliminated our corporate membership structure; in its stead we will offer a reduced fee to those in an organization with 3 or more CSCS members (at time of renewal). If you have not received your invoice or have questions on the 2013 fee structure, contact Pamela Smith, Director, Membership and Administration at

To renew your membership today, go online to

The voice of Corporate Secretaries and governance professionals in Canada 


Membership in CSCS is open to:

  1. Governance Practitioners, i.e. corporate secretaries, assistant corporate secretaries, governance officers, legal counsel

  2. Consultants

  3. Representative of a business that provides support services or products to the governance practice

  4. Individuals who wish to join for professional development reasons.

Members in good standing are entitled to all membership privileges, including the right to a single vote on any issue before the membership and to vote at all CSCS Members' meetings and to hold office as a Director of CSCS, if duly elected by the Members or appointed by the Board, in accordance with the Bylaws.

Membership is renewed annually 


Annual Membership Dues


The 2013 Membership fees, in Canadian dollars, are as follows (excluding applicable taxes):

  • Regular Member:      $495.00*

  • NFP and Academic Sector:   $375.00

  • Retired:   $80.00

* Group (3+) discount on individual membership fees: 15%


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

The Discussions Continue...  

In response to member input, CSCS is creating more networking and learning opportunities for members across Canada in sector-specific, roundtable-format dialogues by teleconference. These roundtables are for CSCS members to engage with fellow members on top-of-mind trends and issues.

We have just held the first series of these quarterly teleconferences and have received great feedback and interest in continuing these discussions.


The next series of teleconferences will be held in February. The dates and times for these discussions follow. Be sure to save these dates and register (at no cost) for the sessions as indicated below. We also look forward to hearing from you on topics you would like discussed and welcome members who would be interested in moderating one of these roundtables.

  • Not-for-Profit Organizations: 12:00 pm ET Tuesday * February  12, 2013
    (click here to register)
  • Crown Corporations: 3:00 pm ET Tuesday * February  12, 2013
    (click here to register)
  • Large Issuers: 12:00 pm ET Tuesday * February  19, 2013 
    (click here to register)
  • Small- to Medium-Size Issuers: 3:00 pm ET Tuesday * February  19, 2013
    (click here to register)
  • Private Sector Organizations: 12:00 pm ET Thursday * February  14, 2013 
    (click here to register)

For more information, contact me anytime - I look forward to connecting with you!


Pamela Smith, Director, Membership and Administration  * 416-921-5449 x 303 * 1-800-774-2850 x 303  




Do you have a question to ask your colleagues? Our Request for Assistance service is a great way to receive information in corporate secretarial, legal counsel and shareholder services.


Subsidiary Corporation Delegation of Signing Authority Outside of By-Laws 

We are a large electricity corporation with several subsidiaries. Each subsidiary corporation has its own set of By-Laws. Each set of by-laws contains standard signing authority language for the respective subsidiary.

Does anyone have any best practices or suggestions for when a resolution should be passed to deviate from the by-laws in terms of signing authority or delegate signing authority to one person instead of two? 


To Respond:

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: *  

  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.

2013 ICD National Conference 

Shareholder Activism: Short vs. Long-Termism

In an increasingly competitive global environment, it is critical that directors focus on overseeing the establishment, growth and development of sustainable Canadian enterprise for the longer term. Are shareholder activism and short- and long-termism on a collision course or are there opportunities for alignment?

Join leading directors and faculty who are at the cutting edge of this issue on May 22, 2013 in Toronto to hear their thoughts part of the conversation.

To view the detailed conference agenda, please visit - Register by February 20th and Save

What's on Your Board Calendar for 2013?
Board Advisor, LLC

CEO Succession Planning
In recent surveys of boards across the U.S., CEO succession planning was the area most directors admitted they could do a better job. We have the tools and expertise to make that happen. We're not a search firm and we're not out to
find CEO candidates. We see our role as helping the board take the wheel on succession - putting together a well-considered process with world-class due diligence that engages every member of the board, the CEO and many of the company executives in what is arguably the board's single most important decision

Read More 

Stephen Griggs: Are corporate directors really in charge?
Financial Post

For the last 20 years, Canadian shareholders, corporate governance advocates, directors and securities regulators have focused on ensuring that public company boards are independent of management, and that boards are actually elected by shareholders.

Read More

The NYSE and Nasdaq Finalize New Rules for Compensation Committees
Torys LLP

The New York Stock Exchange and Nasdaq have finalized changes to their listing standards relating to compensation committees. The changes, which were mandated by the Dodd-Frank Wall Street Reform and Consumer Protection Act, pertain to the independence of compensation committee members and their responsibilities when retaining advisers. Issuers must comply with the new compensation committee independence rules by the earlier of their first annual meeting after January 15, 2014 and October 31, 2014. The deadline for complying with the compensation committee adviser rules is July 1, 2013.

Read More

OSFI releases final revised corporate governance guideline
Stikeman Elliott LLP

Earlier today, Canada's federal financial institutions regulator, the Office of the Superintendent of Financial Institutions (OSFI), released the final version of its revised Corporate Governance Guideline (the Revised Guideline). The Revised Guideline sets forth OSFI's expectations for the corporate governance of federally-regulated financial institutions (FRFIs). Like the previous Guideline issued in 2003, it applies to all FRFIs except foreign bank branches and foreign insurance company branches.

Read More

Notice and Access Now Available to Canadian Issuers - An Important Step in Streamlining the Proxy Voting System
Davies Ward Phillips & Vineberg LLP

The move towards eliminating the amount of paper involved in shareholder meetings of Canadian public companies has begun. Canadian issuers may use the new "notice-and-access" regime adopted by the Canadian Securities Administrators (the "CSA") for meetings that take place on or after March 1, 2013 (provided this method of delivering proxy-related materials is permitted by the issuer's governing statute). In a nutshell, issuers will be able to send to shareholders (both registered and beneficial holders of the issuers), a much reduced package of materials, together with the document required to cast their vote. These materials will direct shareholders to a website where they may access the complete proxy circular. In other words, the shareholders get "notice" of the meeting, together with a brief summary of the business of the meeting and will be advised how they may "access" the proxy circular. The notice-and-access regime is set out in the amendments to the CSA's National Instrument 54-101 (Communication with Beneficial Owners of Securities of a Reporting Issuer).

Read More 

Culture fit key to M&A success

Financial Post

The Great Little Box Company is in growth mode and mergers and acquisitions are a big part of its strategy. The Vancouver-based manufacturer and distributor of custom and stock corrugated boxes, displays, shipping and moving supplies and protective packaging has acquired six companies in the last seven years.

Read More 

Nortel saga highlights why boards will kill their own
Financial Post

In the wake of the acquittals of three former senior Nortel Networks executives, the biggest threat to CEOs, senior managers, employees and shareholders in the brave new world of corporate governance may be the company's board of directors.

Read More 

Preparing for proxy season

Think like an prepared...know your shareholders...earn their vote...expect the unexpected. These days, when it comes time for proxy season and your annual AGM, a little paranoia goes a long way.

Read More 

How board involvement can improve corporate strategy
Corporate Secretary: Cross Border Ltd

The days of most boards rubber-stamping what the CEO wants, staying quiescent during meetings and letting the CEO dictate strategy are fading. Boards have woken up and become more involved in setting the company's course of action, driven by a variety of factors.

Read More 

Alberta's low gender diversity has a lot to do with outdated thinking
Financial Post

The subject of board diversity is everywhere these days, with most of the focus on the "glacial" change in the number of women in board positions. In Alberta, women are noticeably absent from the boardroom table, occupying just 8% of corporate board seats, compared with 14% nationally and 15% in the United States.

Read More 

New Canadian Accounting Standards for Not-for-Profit Organizations (ASNFPO)
Welch LLP

The accounting standards for not-for-profit organizations will change and this will create some opportunities for your organization. It is important that you understand when these new standards must be applied and how they differ from current accounting standards.

Read More 


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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) 
President and Chief Executive
First Uranium Corporation
Toronto, ON
Janis McKenzie
Manager, 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
Manager Legal, Assistant Corporate Secretary
Purolator Inc.
Mississauga, ON
Leah M. Fitzgerald
Ethics and Compliance Officer
Enbridge Pipelines Inc
Edmonton, AB
Christine Mills
Manager, Corporate Affairs and 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  
Canadian Society of Corporate Secretaries
Toronto, ON
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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

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