THE NEWSLETTER  FOR THE CANADIAN SOCIETY OF CORPORATE SECRETARIES  
DECEMBER 2013

president's Message 
Dear Usha,

As the end of the year approaches, I want to take this opportunity to announce that the Call for Nominations for the 2nd CSCS Excellence in Governance Awards will open on JANUARY 8, 2014.  The first quarter of the year is often a very busy time for most, so we have extended the nomination period to end on April 8th, 2014.   We want to make sure that you have the time and opportunity to put forward one (or more) nominations for your organization to be recognized for its best practices. For more details on the Excellence in Governance Awards nomination submission process, the award categories and the judges, go to  http://cscs.org/EGA

 

For the second year in a row, the Canadian Society of Corporate Secretaries (CSCS) will be working with Hay Group to conduct a comprehensive survey on Corporate Governance Practices in the Canadian market. Our '2014 Corporate Governance Practices Survey Report' will analyze corporate governance practices, trends and issues across Canada. This survey will also assist in assessing a short-list for each category in the CSCS 'Excellence in Governance Awards'. Those who complete the survey will receive an electronic download of the complimentary summarized report which will be published by August, 2014.

 

I am also very pleased that CSCS will be kicking off its 20th year in 2014! CSCS came into being in 1994, shortly after the Dey Report was published by a committee sponsored by the Toronto Stock Exchange (the TSX) entitled Where Were the Directors? The Dey Report (named after Peter Dey who chaired the committee), contained 14 recommendations to assist TSX-listed companies in their approach to corporate governance.  This set the stage for the evolution of the Canadian governance landscape for the next 20 years. CSCS was created shortly after the publication of this report, and has been providing a voice, resources, best practices and a meeting place for corporate secretaries and governance professionals ever since. We are pleased to mark this special 20th year milestone and will celebrate this special occasion at the 16th annual CSCS Corporate Governance Conference in Banff, Alberta, August 24-27, 2014.

 

On behalf of the CSCS board of directors and staff, I would like to thank you for your support in 2013 and to extend our best wishes to you and to your family for a happy and safe holiday season.

 

Sincerely,

 

Lynn Beauregard

President

CSCS Office - Christmas Holidays

 

Please be advised that the CSCS office will be closed from noon on Tuesday, December 24, 2013 to (and including) Wednesday, January 1, 2014. Our office will re-open on Thursday, January 2, 2014 at 9:00 a.m. 

 

 Happy holidays!

MEMBERSHIP NEWS

 Before you break for the Holidays...

 

...remember, your 2014 membership renewal is due January 1st.   

 

All members should now have received their 2014 Membership Renewal Notice - twice by e-mail and once by mail. If you haven't received your notice, have questions about your membership or require a credit card authorization form, contact Pamela Smith at the CSCS office.

 

Take advantage of the CSCS' flexible and green option of online renewal by:

  1. Logging on to your profile at http://www.cscs.org/Content/Members/MemberProfile.aspx with your email and password. Can't remember your password? Reset it here http://www.cscs.org/Sys/ForgottenPasswordRequest;
  2. Following suggested actions on your profile screen; and
  3. Reviewing all information in your profile and revising as required.

If you have questions about your membership profile or renewal payment, please contact pamela.smith@cscs.org.

 

Thank you for your continued support of CSCS.

 

Pamela Smith

Director, Membership and Administration

 

SECTOR ROUNDTABLE DISCUSSIONS CONTINUE...
CSCS is pleased to announce the continuation of our series of one-hour conference calls for various business sectors. These calls provide an opportunity for informal and interactive discussion of topics of interest among the participants. The discussion will focus on governance practices and  current issues, including policies and procedures 

 

We encourage all participants to raise any other topics that are of interest to you and your organization. For your convenience, you can submit a question or discussion topic prior to the call to pamela.smith@cscs.org

 

MARK YOUR CALENDARS AND REGISTER TODAY

COST - The registration for these conference calls is free. Members only. To find out more information, please contact Pamela Smith: pamela.smith@cscs.org


REQUEST FOR ASSISTANCE

 

Do you have a question you need an answer to? Looking for best practices? Our Request for Assistance service is an easy way to receive information from your peers. Below are some recent requests. Your responses will be appreciated.

 

Board and Committee Meetings

Does anyone hold their board and committee meetings on the same day? If so, please advise the process you use.

CE credit requirements for board members?

Does anyone know of a board that requires a certain number of director education course hours (or governance related CE credit hours)? Could you share the number if so?

Board of Directors Procedures Manual

We have been asked to develop a Board of Directors Procedures Manual. This Manual would be in addition to the existing Board of Directors Charter, Statement of Corporate Governance Practices and Board Policies.

Does anyone have a Manual template, or know of a template that they would be willing to share with us or direct us to.

Individual Director Assessments

We are a crown corporation of about 600+ employees and are looking for best practices for individual director assessments. What are some of the tried and true methods for assessing directors of boards individually? Peer feedback? Third party assessment? Self-evaluation? What are some of the advantages and disadvantages of third party vs. self vs. peer evaluations? Does anyone have any sample questionnaire that has been effective for them? Is their a ballpark fee that can be expected for assessments conducted by third parties?

Also, we would love few reputable names of local Canadian (preferably in the Atlantic provinces) companies who can provide that third-party service. Does anyone have experience with a company that they'd be willing to share a referral for?

Procedures for meetings and organizations

We are a small not-for-profit organization that has been following "Robert's Rules of Order" but I have recently been informed that it is American. A Canadian version is Kerr and King, "Procedures for Meetings and Organizations". Can you please advise what guidelines are used in Canada?

To Respond:

Please submit your response by going to CSCS Forum.

 

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

 

To view responses to previous Request for Assistance, please click here or login and click on Members Only Section > Request for Assistance Responses.

NEWS AND UPDATES
Glass Lewis 2014 Proxy Season Policy Updates
Goodmans LLP.

Proxy advisory firm Glass Lewis & Co. ("GL") recently released its proxy voting policy updates for the 2014 proxy season. The new guidelines address, among other things, corporate governance, shareholder rights and defences and executive compensation. This update summarizes the significant changes to the proxy voting guidelines affecting Canadian issuers for 2014 shareholder meetings.

Read More

Federal government launches consultation on Canada Business Corporations Act
Norton Rose Fulbright Canada LLP.

On December 11, 2013, the Canadian minister of industry announced a public consultation on the Canada Business Corporations Act (CBCA) to identify ways the CBCA can potentially be amended to improve the corporate governance of corporations subject to its legislation (the Consultation Paper).

Comments will be received until March 11, 2014. This consultation announcement follows a statutory review of the CBCA undertaken in 2009 and 2010 by the House of Commons Standing Committee on Industry, Science and Technology (the Committee). The CBCA is a framework statute and is not intended to prescribe how a corporation is to be run. Notwithstanding this, the Consultation Paper covers a broad range of topics, several of which are already addressed in provincial securities legislation or stock exchange requirements.

Read More

Corporate Responsibility reporting here to stay in Canada: KPMG Survey
Room for improvement with low reporting on supply chain impact
Canada NewsWire.

TORONTO, Dec. 9, 2013 /CNW/ - Corporate Responsibility (CR) reporting has evolved into a mainstream business practice over the past two decades, and is now undertaken by over three quarters (83 per cent) of the top 100 companies in Canada (up from 79 per cent in 2011), according to the 8th KPMG Survey of Corporate Responsibility Reporting.

Read More

New Developments in Anti-Spam Legislation
Goodmans LLP.

Owing to the announcement on Wednesday by the Minister of Industry, businesses must use the time between now and July 1, 2014, to prepare for compliance with Canada's new anti-spam legislation ("CASL").

Read More

Proposed Changes in Public Company Auditing Standards
Cohen & Gresser LLP.

On December 11, 2013, the public comment period will close on two new auditing standards proposed by the Public Company Accounting Oversight Board (PCAOB) to improve the informational value of the auditor's report. These proposed standards, if adopted, would change the role of auditors and expand the scope of the auditor's report.

Read more

Venture Issuers: Offerings to Existing Shareholders
Securities regulators propose new private placement exemption, but Ontario shareholders would be excluded
Torys LLP.

A group of Canada's securities regulators is proposing a new prospectus exemption that would allow issuers listed on the TSX Venture Exchange (TSX-V) to sell securities to their existing security holders without an offering document. Unfortunately, the proposed new exemption does not advance the cause of harmonizing Canada's securities laws since regulators in Ontario and Newfoundland and Labrador are not participating in the proposal.

Read More

Canadian securities regulators propose streamlining disclosure requirements for private foreign securities offerings to certain Canadian investors
Canadian Securities Administrators

The Canadian Securities Administrators (CSA) today published proposed amendments to National Instrument 33-105 Underwriting Conflicts (NI 33-105). The amendments would provide limited exemptions from certain disclosure requirements for offerings of foreign securities in Canada on a private placement basis to permitted clients. Permitted clients are sophisticated, usually institutional, investors.

Read More

Canada's Anti-spam Law (CASL) is coming into force on July 1, 2014 - Some suggestions for compliance preparation
Miller Thomson LLP.

On December 4, 2013, the Government of Canada announced that the anti-spam provisions of Canada's anti-spam legislation (CASL) will come into force on July 1, 2014. We have reported on developments with CASL in previous issues of this Newsletter. As a result of the July 1st in force date, Canadian charitable and not-for-profit organizations will have less than seven months to put into place their anti-spam CASL compliance strategies.

Read More



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Board of Directors

(Chairman of the Board)
Senior Legal Counsel and Deputy Corporate Secretary 
CGI Group Inc. 
Montreal, QC

 

Dawn Moss
(Vice-Chair)
Executive Vice President, Administration and Corporate Secretary
Eldorado Gold Corporation
Vancouver, BC
 
Misti Christensen
(Governance Officer)
Manager Governance and Assistant Secretary
Nexen Energy ULC
Calgary, AB
 
Madeleine  Bertrand      (Secretary)
Director, Corporate Affairs and ATIP Coordinator
Royal Canadian Mint
Ottawa, ON
 
Janis McKenzie  
(Treasurer)
Manager, Share and Financial Administration
Sun Life Financial Inc.
Toronto, ON
 
Mary D. Batoff 
President and Chief Executive Officer
First Uranium Corporation
Toronto, ON
 
Margaret (Meg) Comiskey 
Manager, Policy and Research and Assistant Corporate Secretary
Vancouver Airport Authority
Vancouver, BC
 
Gina DeVeaux
Toronto, ON
 
Leah M. Fitzgerald
Ethics and Compliance Officer
Enbridge Pipelines Inc.
Edmonton, AB
 
Laurel Savoy  
President & CEO
CST Trust Company
Toronto, ON
 
Lynn Beauregard  
(President)  
Canadian Society of Corporate Secretaries
Toronto, ON
 
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CANADIAN INVESTOR RELATIONS INSTITUTE (CIRI)
 
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CCH CANADIAN
 
January 16, 2014 - Wolters Kluwer CCH Webinar - Privacy in the Workplace

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Publications

 

Canadian Corporate Secretary's Guide


CCH Canadian is pleased to offer CSCS members a 30% discount when ordered through CSCS.

 

Subscriptions include Corporate Brief, a monthly newsletter containing feature articles, digests of recent cases, and updates to legislation. 

 

Pricing for 2013 is as follows:

  • Print - $1,200

  • Online - $1,500

  • Print + Online - $1,680

To order, contact CSCS 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-newsletter 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