THE NEWSLETTER  FOR THE CANADIAN SOCIETY OF CORPORATE SECRETARIES  MARCH 2013 

PRESIDENT'S MESSAGE

It has been a very busy first quarter at our CSCS headquarters. We have kicked off the year with great new initiatives and an exciting 2013 Halifax Conference program for August!

 

Here are some highlights of the fruits of our labour:

 

Launch of the CSCS Inaugural Excellence in Governance Awards
Nominations are now open for the inaugural Excellence in Governance Awards (EG Awards). The CSCS EG Awards will recognize the important contribution governance professionals make to the best practices that build shareholder and stakeholder value in Canadian organizations across sectors and industries. This is your chance to be recognized for your own efforts or another organization's in governance, so enter or nominate someone now! The shortlist of finalists will be announced in June, 2013 and winners will be announced and celebrated on August 18, 2013 in Halifax, Nova Scotia, at the opening dinner of CSCS' 15th Annual Conference. For further details about these awards and to enter your nomination, click here.

 

New CSCS 2013 Corporate Governance Best Practices Survey
CSCS is teaming up with global management consulting firm Hay Group to conduct a comprehensive survey on corporate governance practices in the Canadian market. This survey will assist in obtaining valuable insight into the current corporate governance landscape and on the leading practices implemented across organizations and across sectors in Canada. The deadline for survey submissions is March 29 2013. We encourage you to participate by clicking here and you will receive a complimentary 2013 Corporate Governance Practices Survey Report by August 2013. Shorty after we have gathered the best practices survey results , we will also be working with Hay Group on the '2013 Compensation Benchmarking Study' for Corporate Secretaries - stay tuned!

 

New Two-Day CSCS Governance Essentials Workshop for the Corporate Secretary
This Seminar, being offered in Vancouver on May 23-24, 2013 and in Toronto on November 7-8, 2013, was formerly a one-day workshop at our annual conference. We have stretched the session over two days - allowing for a deeper dive into the issues and for more fulsome discussion with the workshop leaders. 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 need a refresher, or if you are someone responsible for governance processes and/or compliance processes in your organization. Register now for the Vancouver session by clicking here!

 

Last, but not least ...

Early-bird registration is now open for the 15th Annual CSCS Corporate Governance Conference! August 18-21, 2013 Halifax, Nova Scotia
We are very excited to unveil the draft conference program agenda for this 15th annual CSCS conference! Join over 300 of your colleagues and like-minded professionals to network and engage in discussions on the latest issues in corporate governance. This year's program will feature plenary discussions and keynotes with leading minds in governance in Canada, as well as a streamed program with subject matter experts in 3 areas - Critical Issues in Governance; The Board and the Corporate Secretary; and Practical Matters for the Corporate Secretary. Plus, leading expert keynote addresses, workshops and plenary sessions will address issues that will appeal to all sectors and industries across Canada. Make this YOUR annual conference as it is not to be missed! For the full program details and to register, click here!

 

We look forward to seeing you at these exciting events and to hearing from you on our important surveys and our awards program!

 

Sincerely, 

 

Lynn Beauregard
President 

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

This year marks the 15th CSCS Annual Corporate Governance Conference! CSCS is launching its inaugural Excellence in Governance Awards at the opening dinner on August 18th. It will be an event not to be missed!

 

This conference attracts over 300 corporate secretaries and governance professionals, senior level executives and managers from organizations large and small, and across all sectors in Canada. It is a must attend forum which provides great networking and invaluable opportunities to exchange ideas, discuss current challenges and exchange best practices with leading governance experts and practitioners.

 

Featuring three days of discussions on top of mind issues on the evolving corporate governance landscape, this event should be added to your calendar now.

 
The CSCS Conference is the Premier Annual Corporate Governance Event in Canada

 

This year we are providing top notch keynotes, hands-on workshops, and a streamed agenda which will address three themes : Critical Issues in Governance; The Board and the Corporate Secretary; and Practical Matters for the Corporate Secretary. These sessions will address issues of relevance across all sectors and industries.

 

It is August after all, so why not make it a vacation getaway for you and your family as well! Optional tours and activities are available and there is much to discover in the beautiful city of Halifax and its region, so bring special ones and enjoy the best of both worlds.

 

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
HAVE YOU RENEWED YOUR 2013 MEMBERSHIP YET?
Your membership will lapse on April 1st, SO RENEW TODAY by clicking HERE. (Please note that your payment must be received by April 30th to avoid being removed from the membership roster) 
Are You An OTHER?
Click to Enlarge
A recent review of our membership demographics showed some peculiarities and suggested that members need to update their profiles. When asked to select career category we anticipated most members would select 'Corporate Practioners' - 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.

 

 

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.

 

Best practices on restructuring/merging sub-boards 

This not-for-profit corporation's governance structure has a Board of Trustees and sub-boards (similar to advisory boards/committees) representing different industry sectors. The organization is considering merging two of the industry sector boards, where there is considerable overlap. Are any best practices we can draw on from other organizations (for profit or not-for-profit) that have gone through a similar restructure process.

Drafting Materials for Board Meetings

We have recently taken on an initiative to streamline and slim back on the amount of paper that our Board and Committee receives at each meeting. We are looking for guides or reference materials that may be of assistance to our management team . Does anyone have any suggestions or materials that they could share?

Rules of process re: Board meetings, minutes

A not-for-profit organization would like to access rules of procedure regarding board meeting processes, for use by staff - has anyone used Robert's Rules of Order or a similar source?

Guidance for rules for capitalization of job titles, committees, board of directors

The rules for capitalization of job titles, committees, board of directors, etc., seem to have changed over the years. I have googled for guidance material and found discrepancies which leads me to believe that people make up their own rules. Is there a reliable source that anyone can recommend?

Board's Oversight for IT

Our Board is considering incorporating an IT Committee to its Governance Structure. How do other Boards manage their fiduciary responsibility for IT ? We'd appreciate any best practices, mandates, terms of reference, etc.

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

CICA Survey on Corporate Governance Information
 
Win for Charity - CICA Survey on Corporate Governance Information - The Canadian Institute of Chartered Accountants (CICA) is inviting all CSCS members to participate in a short online survey (approximately 10 minutes) to better understand what types of information boards of directors are interested in and to ensure that the information the Institute provides is relevant All survey answers will be kept strictly confidential and results will be viewed in aggregate. At the end of the survey, you will be provided with the opportunity to be entered into a draw to win a $500 donation to a registered charity of your choice..

To start the survey, please click on the following link: http://survey-na.researchnow.com/wix/p533216800.aspx?src=96&l=9 


Contributed Article
Increasing the ROI on Board Evaluations   
Beverly Behan, President of Board Advisor, LLC
 
Board evaluations started off as a good idea - an opportunity for the board to reflect on its performance and consider areas for further enhancement. But in the past 10 years, since this once "best practice" became widely adopted, it has largely devolved to a box-ticking exercise. Rather than generating constructive ideas from self-reflection, it's become little more than a compliance item whereby the Governance Committee satisfies itself that there are "no issues here" and quickly closes the file. (Read More)
NEWS AND UPDATES
Avoiding Surprise Activism at Your Annual Shareholders Meeting: Adopting Advance Notice By-Laws
Fasken Martineau DuMoulin LLP

Highlights
  • Advance Notice By-Laws limit the ability of shareholders to surprise the issuer by nominating alternative directors at the annual general meeting without prior notice to the issuer;
  • Advance Notice By-Laws increasingly seen as the best tool to defend against activist shareholders planning a surprise nomination of alternative directors at an annual shareholders meeting;
  • Growing support for and use of Advance Notice By-Laws by Canadian issuers;
  • ISS and Glass Lewis support Advance Notice By-Laws under certain conditions;
  • Advance Notice By-Laws have already been tested in a Canadian court and were validated and enforced;
  • Advance Notice By-Laws are more common in the United States.

Read More

Canadian Securities Regulators Propose New Regimes for Shareholder Rights Plans
Goodmans LLP

On March 14, 2013, Canadian securities regulators published two separate proposals that would significantly change the rules concerning common defensive tactics in the face of hostile take-over bids and the manner in which contests for corporate control are regulated and conducted.

Read More

CSA Approve Amendments to Prospectus Rules
Blake, Cassels & Graydon LLP

Highlights
  • changes to clarify and streamline prospectus rules and codify certain previously-granted prospectus relief
    changes to personal information forms of directors and officers and a requirement that non-Canadian directors attorn to Canadian jurisdiction
  • additional disclosure regarding use of proceeds of best efforts offering
  • additional disclosure requirements for investment funds
  • the changes are largely the same as amendments proposed in July 2011
  • the amendments will be effective on May 14, 2013

Read More

Amendments To National Instrument 54-101 Now In Force
Cassels Brock & Blackwell LLP

In November 2012, the Canadian Securities Administrators (the "CSA") published final amendments ("Amendments") to National Instrument 54-101 Communication with Beneficial Owners of Securities of a Reporting Issuer. Among other things, the amendments serve to:
  • introduce notice and access ("Notice and Access") into the Canadian marketplace,
  • simplify the beneficial owner proxy appointment, and
  • improve disclosure regarding the beneficial owner voting process.

Read More

Canadian Securities Regulators Seek Comment on Early Warning Reporting
Canadian Securities Administrators

The Canadian Securities Administrators (CSA) today published for comment proposed amendments and changes to the early warning reporting regime in Canada, including to Multilateral Instrument 62-104 Take-Over Bids and Issuer Bids, National Instrument 62-103 Early Warning System and Related Take-Over Bid and Insider Reporting Issues and National Policy 62-203 Take-Over Bids and Issuer Bids.

Read More

Seinfeld and Director Compensation: A Decision That Wasn't About Nothing
Kirkland & Ellis LLP.

As companies prepare for the upcoming proxy season, the recent Delaware decision in the Seinfeld case offers a cautionary note for boards as they consider director equity and incentive awards and the terms of the plans under which they are issued. In the decision, Vice Chancellor Glasscock, while dismissing a number of other plaintiffs' claims regarding compensation matters, found that the award to directors of time-vesting restricted stock units under the terms of the company's stockholder approved equity plan was an interested party transaction and therefore subject to review under the stringent entire fairness standard.

Read More 

Canadian Securities Regulators' Enforcement Report Highlights Fraud
Canadian Securities Administrators

The Canadian Securities Administrators (CSA) released its fifth annual Enforcement Report that outlines how securities regulators are actively working to protect investors and the integrity of Canada's capital markets.

Read More

NYSE & Nasdaq Listing Standards Amendments: Implications for Compensation Committees
Hugessen Consulting Inc

On January 11, 2013, the SEC approved amendments to the listing standards of the NYSE and Nasdaq, which are substantially similar to those proposed in September 2012. These amendments relate to the independence of compensation committees members, the authority of the compensation committee, and its responsibilities when retaining advisors. The listing standards implement the SEC's final rules (Final Rules) on these matters pursuant to the Dodd Frank Act.

Read More

2013 OSFI Corporate Governance Updates: Implications for Compensation and Governance Committees
Hugessen Consulting Inc

On January 28, 2013, the Office of the Superintendent of Financial Institutions Canada (OSFI) released its final Corporate Governance Guidelines (Guidelines). These Guidelines are substantially similar to the draft that was released for comment in August 2012, and provide an update to the original Guidelines published by OSFI in 2003. The Guidelines, which complement OSFI's Supervisory Framework and Assessment Criteria, set out its latest governance expectations for federally-regulated financial institutions (FRFIs), with particular focus on the role of the Board, risk governance, and the role of the audit committee.

Read More

The Value of Governance
Canadian Coalition for Good Governance

"The Value of Governance" which was prepared for CCGG on a pro bono basis by Professor Anita Anand of the University of Toronto Faculty of Law. Professor Anand states that "cross-country and Canada-specific research demonstrates a statistically significant and positive relationship between corporate governance measures and firm value". She also sets out the academic literature upon which she is relying to make that statement and other positive statements about the value of governance..

Read More 

The good and bad of being a corporate secretary
Corporate Secretary

The Society of Corporate Secretaries and Governance Professionals held its annual Essentials conference in Orlando, helping newly minted corporate secretaries prepare for the vast responsibilities and challenges of the job. In between the many panel discussions on governance fundamentals such as the finer points of taking minutes and proper preparation for the annual meeting, Paul Washington, senior vice president, deputy general counsel and corporate secretary at Time Warner, gave a breakfast speech about the seven best and four worst things about being a corporate secretary.

Read More 

Corporate Securities Law
Goodmans LLP

The Office of the Superintendent of Financial Institutions ("OSFI") released the final version of its revised Corporate Governance Guideline (the "Guideline"). The Guideline is a revision of the original Corporate Governance Guideline, which was published in 2003.

Read More 

Implementing Notice-and-Access: What You Need to Know
Fasken Martineau DuMoulin LLP

On February 11, 2013, new amendments to National Instrument 54-101 Communications with Beneficial Owners of Securities of a Reporting Issuer and to National Instrument 51-102 Continuous Disclosure Obligations came into force, providing reporting issuers with a new notice-and-access mechanism to send proxy-related materials to registered holders and beneficial owners of securities (securityholders)

Read More 

Executive Compensation Principles
Canadian Coalition for Good Governance

CCGG originally issued its Executive Compensation Principles in 2009 to provide enhanced guidance to boards and to promote compensation decisions that are aligned with long-term company and shareholder success. An increased focus by many Canadian boards on compensation structure and the process for compensation decision-making is evident in the improved proxy circular disclosure provided to investors. Recognizing that executive compensation practices and regulatory reporting requirements have continued to evolve, CCGG has refined and updated the original Executive Compensation Principles in this document.

Read More 

Ontario Not-For-Profit Corporation Act, 2010 - An Overview of the Transition
Miller Thomson LLP

Non-share corporations incorporated under the Corporations Act (Ontario)("OCA") should be preparing for the transition under the new Not-for-Profit Corporations Act (Ontario)("ONCA"). As we have reported previously, the Ontario government has announced that the ONCA will likely come into force on July 1, 2013. The ONCA has been passed by the Ontario Legislature but is not yet in force. It will come into force on the day named by proclamation. Time will tell if the July 1, 2013 date becomes a reality. Before the ONCA comes into force, it is important that Ontario corporations review their membership structure and decide whether action is necessary before the in-force date.

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

Co-ordinator, Corporate Secretariat
OPTrust
 
Corporate Secretarial Paralegal
Cenovus Energy Inc.
 
Corporate Manager
China Gold International Resources Corp. Ltd.
 
Legal Services Specialist
FortisAlberta 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
23 - 24 May 2013
Vancouver, BC
 
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

 
THE CANADIAN BAR ASSOCIATION
CCCA National Spring Conference
April 14-16, 2013,
Toronto, Hilton Toronto Hotel
Celebrate with the Canadian Corporate Counsel Association (CCCA) as we mark 25 years of in-house excellence!   
 
CHARTERED SECRETARIES CANADA
Directors' Education & Accreditation Program (DEAP)
April 10th to 12th, 2013
Westing Harbour Castle, Toronto, ON   
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