THE NEWSLETTER  FOR THE CANADIAN SOCIETY OF CORPORATE SECRETARIES  APRIL 2013 

CONFERENCE UPDATE
 
Registration is now open for the CSCS 2013 Halifax conference!!
 

 The CSCS Conference is the Premier Annual Corporate Governance Event in Canada
Featuring three days of discussions on top of mind issues on the evolving corporate governance landscape, this event is not to be missed!

The CSCS Annual Corporate Governance Conference is a forum for networking and invaluable opportunities to exchange ideas, discuss current challenges and exchange best practices with leading governance experts and practitioners. This event attracts over 300 corporate secretaries and governance professionals, senior level executives and managers from organizations large and small, and across all sectors in Canada.

This year we're taking three themes and discussing key, relevant topics within each: Critical Issues in Governance; The Board and the Corporate Secretary; and Practical Matters for the Corporate Secretary. There will be enough topics across each sector to make the most of your conference experience, including top notch keynotes, hands on workshops and optional activities for you and your family. Plus, new this year is CSCS's inaugural Excellence in Governance Awards.

Here is what your colleagues are saying about their CSCS conference experience:

"It's exhilarating to walk into a room of 300 people and not have to explain what I do for a living. The corporate secretary is often a one-of-a-kind position in an organization. It's great to have a network of peers and a forum for seeking assistance on specific issues."  
- Christine Mills, Manager, Corporate Affairs and Governance, BC Children's Hospital Foundation

 

"As a not-for-profit organization and a registered charity we must spend our (staff) education dollars wisely. The conference speakers are top notch, and the networking opportunities are invaluable. The Canadian Society Corporate Secretaries is doing a great job." 
- Michael J McKeown, Corporate Secretary, Canadian Health Services Research Foundation

"What I like about the Canadian Society of Corporate Secretary conference is that they are focused. You do not have to seek and find topics of interest; they are right here, in one place at one time. I especially like the fact that many of the service providers and partners are present in the showcase." 
- Tom Enright, President and Chief Executive Officer, Canadian Investor Relations Institute

  

Check out the complete conference agenda here and register today!

Look forward to seeing you in Halifax!

 
Partner with us!

 

New for 2013, CSCS now offers annual sponsorship and partnership opportunities. With this comprehensive package, you will have a complete overview of all the opportunities your organization can have with CSCS in 2013.


Get more involved with the governance community year-round and gain better access and visibility for your organization's brand and services with CSCS members. Capitalize on our networking opportunities, gain valuable face-to-face time with the governance professional community and access the influencers and decision makers in your market.

 

Become a CSCS sponsor or partner today! Check out the complete Annual Sponsorship and Partnership Package here.

 

Tina Hutchinson  
Manager, Events & Special Projects 
 
MEMBERSHIP NEWS
Are You An OTHER?
Click to Enlarge
April's review of our membership demographics continued to show some peculiarities. Members definitely need to update their profiles. When asked to select business sector we anticipated most members would select 'Listed'. Once again we were wrong - you've told us that most of you are 'Others'.  
 
To update your profile: Login to www.cscs.org, and select the Members-only section.   Click on VIEW PROFILE located on the top right corner of the screen (above the LOGOUT button) to access your online profile.  

JOIN CSCS 

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 regular membership fees: 15%

 

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

CSCS 2013 Professional Development Workshop Calendar
 
CSCS offers professional workshops across Canada in order to provide essential knowledge and skills, - or to upgrade technical and practical know-how - for those who are responsible for the corporate governance functions of an organization.

Click here for a preliminary listing of the upcoming workshops for the year. Please watch the website and future email notices for registration details or updates as the workshops near and/or new workshops are added.

 

 
TWO-DAY GOVERNANCE ESSENTIALS WORKSHOP FOR THE CORPORATE SECRETARY
(Vancouver - May 23 - 24, 2013  |  Toronto - November 7-8, 2013)

The Seminar: This two-day seminar is a great way to get up to speed or to expand your corporate secretariat skill set. It will examine the responsibilities, roles and accountabilities of the corporate secretary's position, explore best practices and provide practical solutions to current governance challenges. This session will be of great benefit to you if you are new to the profession or provide a great refresher and updates to someone responsible for governance processes and/or compliance processes in your organization.

Topics will include:

  • Fundamentals of corporate governance
    • legal and regulatory framework for governance in Canada
    • director roles and responsibilities
    • board composition and board effectiveness
    • board and management relations
    • shareholder and stakeholder engagement
    • current governance issues and how to stay informed
  • The role and duties of the corporate secretary
    • managing meetings, schedules, agendas, materials and minutes
    • board logistics and communication
    • annual meeting planning and preparation
    • reporting channels and managing board and management expectations
    • providing advice on corporate governance issues
  • Managing and adding value to board processes
    • understanding ethics, risks and liabilities
    • independence, conflicts of interest and related personal transactions
    • directors' insurance and indemnification concerns
    • advice and resources for discharging corporate governance duties
    • board performance, evaluation and succession planning
    • board orientation and on boarding
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.

 

Term limits for Board chair 

Our company is a large publicly-traded company. We are seeking input as to whether any other similar companies have established term limits for the chair of their Board of Directors, separate from any term limits for Board members generally.

Lawyers as Directors

I am inquiring about the practice of a corporation using a law firm while a partner of that firm sits on the board of the corporation.

 

For many years, it has been common practice for law firms to get their partners on corporate boards with hopes of having the company's legal work flow back to the firm. I have heard that the tide is turning and governance experts are questioning the practice, indicating that the partner/director is no longer independent and the corporation may be waiving its solicitor-client privilege. I understand that for this reason, some corporations have put policies in place such that no legal work can flow to a partner's firm while the partner remains a director, while others have required the partner/director to be excused from board discussions that could result in the company incurring legal fees (eg - merger discussions, etc.).

 

Are you aware of this practice? Do you have such measures in place?

Secretary Attendance in Board & Committee In-Camera Sessions

What are your policies and practices regarding the corporate secretary or secretary to the board attending executive (non-management) sessions or in-camera sessions of the board of directors and/or board committees?

We are interested in determining when the secretary should attend these types of sessions that do not include other members of management.

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.

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 and...be part of the conversation.

To view the detailed conference agenda, please visit www.icd.ca/conference - Register by February 20th and Save

CORPORATE sECRETARY - issue 110 * aPRIL 2013
 

The April issue of CS magazine is now available for download. Click here to see a preview of April. 

CSCS members get both print and digital editions for free as a part of their membership benefits


NEWS AND UPDATES
Women on corporate boards better decision-makers than male directors: study
Financial Post

Women who sit on corporate boards are more likely to "rock the boat" and be more open to new ideas than their male counterparts - skills that often translate into better decisions and financial success for the company, according to a new study.

Read More

Canadian Securities Regulators Implement Disclosure Requirements For Investment Costs And Performance
Canadian Securities Administrators

The Canadian Securities Administrators (CSA) are implementing new requirements to ensure all investors receive essential information about the costs and performance of their investments. The new requirements apply to all firms registered to deal in securities or act as portfolio managers. The new requirements are set out in amendments to National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations (NI 31-103).

Read More

SEC Issues Guidance on Company Use of Social Media: Implications for Canadian Reporting Issuers
Blake, Cassels & Graydon LLP

On April 2, 2013, the Securities and Exchange Commission (SEC) issued a report of investigation (the Report), which clarifies that companies may use social media platforms to announce material non-public information in compliance with Regulation Fair Disclosure (FD) as long as investors have been advised of which platforms will be used to disseminate such information.

Read More

A Termination Clauses In Service Agreements Must Be Crystal Clear
Lavery, de Billy

In 2012, the Superior Court of Québec rendered a decision in MDV Representations v. Corporation Xprima.com1 that serves as a reminder to all Québec service providers and their clients that they must use clear and simple language when drafting termination clauses. Moreover, if parties wish to renounce to any rights in the Civil Code of Québec ("CCQ"), they must make specific reference thereto. This decision is of importance to those wishing to conduct business in Québec's booming mining industry, and is particularly interesting to engineering firms and other professionals, and to their respective clients.

Read More

Business Owners: What Happens To Your Closely-Held Shares On Divorce?
Field LLP

As an owner of a closely-held private business you likely hold voting shares in your corporation. These shares allow you to exercise some control over the corporation by giving you the right to vote for corporate directors and control other important corporate decisions, such as a sale of all or substantially all of the assets of the corporation.

Read More

CRA letter on whether organization qualifies as a non-profit when it has a reserve
Blumberg Segal LLP

CRA recently released a letter which discussed whether a Corporation qualified for tax exemption when it held a reserve. In this case, the Corporation was receiving funds as a result of a funding agreement and could only expend them for specific purposes such as community, educational and charitable works or purposes. In CRA's view, the Corporation was not running on a for-profit basis because, "...the Corporation has no control over the amount of funding it receives, nor over the framework under which it operates to determine qualified projects to fund. The Corporation receives minimal passive investment income, does not solicit other income, and is actively looking for appropriate projects to fund while honouring the objects of the Corporation."

Read More 

Improved Communication with Supplementary Financial Measures: General Principles and Guidance for Reporting Free Cash Flow and EBITDA 
Chartered Professional Accountants (CPA) of Canada

This draft material consolidates and updates two earlier guides, and is published for comment until July 31, 2013. It sets out general principles for reporting supplementary financial measures, which it defines as those financial measures not specifically identified with a GAAP framework. This publication also sets out recommendations specifically directed at reporting Net Free Cash Flow and Earnings Before Interest, Taxes, Depreciation, and Amortization (EBITDA). The guidance should be useful wherever these measures are publicly reported including the financial statements, the Management's Discussion and Analysis (MD&A), the Annual Report, or press releases.

Read More 

Market Value: Professional Investors' Views about Financial Reporting in Canada
Chartered Professional Accountants (CPA) of Canada, PwC and Veritas Investment Research

This publication highlights the key takeaways from interviews with Canadian professional investors about their experience regarding: the transition to IFRSs; how they use financial reports; the information they use in decision making; their views on non-GAAP measures; and areas of reporting that should be improved. This publication summarizes over 30 interviews with chief investment officers, portfolio managers, and buy- and sell-side analysts.

Read More 

CRA comments on political activities and Canadian registered charities
Blumberg Segal LLP

CRA has provided some comments on registered charities and political activities.

Read More

Ontario Not-for-Profit Corporations Act delayed until 2014
Miller Thomson LLP

The Ontario government recently announced that the in force date for the Not-for-Profit Corporations Act, 2010 (the "ONCA") will be no sooner than January 1, 2014. Previously the government had target dates of January 1, 2013 and July 1, 2013. The ONCA has been passed by the Ontario Legislature, but is not yet in force and the draft regulations have not been released. The ONCA will come into force on the day named by proclamation. On that day, the ONCA will apply to non-share capital corporations established under the Corporations Act (Ontario).

Read More

Canadian Securities Regulators Exempt Foreign Offerings from Canadian Wrapper Requirement
Blake, Cassels & Graydon LLP

On April 23, 2013, Canadian securities regulators provided exemptive relief to an applicant group of Canadian and U.S. dealers and their affiliates that, under certain circumstances, enables foreign issuers (including governments) to make private placement offerings to permitted clients in Canada as part of a global offering without having to add supplemental prescribed Canadian disclosure. The elimination of Canada-specific disclosure is intended to provide sophisticated Canadian investors increased access to foreign offerings.

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
(Treasurer)
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
 
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 share with our readers?  Click here for more details
 
Recent Job Postings:-

Assistant, Board Affairs
Green Shield Canada (GSC)
Toronto, Ontario
 
Counsel (Maternity Leave)
TELUS Communications Inc.
 

Please login to www.cscs.org to view all the Job Postings.       
Events & workshops

 

CANADIAN SOCIETY OF CORPORATE SECRETARIES

Two-Day Governance Essentials Seminar for the Corporate Secretary
 
15th Annual Corporate Governance Conference
August 18 - 21, 2013
Westin Nova Scotian
Halifax, NS
 
For complete list of CSCS events click here
 
RR DONNELLEY

For complete list of RR DONNELLEY events click here

 
CHARTERED SECRETARIES CANADA
 
For complete list of ICSA events click here
 
CANADIAN INVESTOR RELATIONS INSTITUTE (CIRI)
Call for Nomination - CIRI 2013 Award for Excellence in Investor Relations
 
For complete list of CIRI events click here
 
Publications

 

Canadian Corporate Secretary's Guide


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

 

Pricing for 2013 is as follows:

  • Print - $1,200

  • Online - $1,500

  • Print + Online - $1,680

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


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-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 info@cscs.org