CSCS: Governance Matters

 


THE NEWSLETTER  FOR THE CANADIAN SOCIETY OF CORPORATE SECRETARIES  
MAY/JUNE 2013 

president MESSAGE

I am very pleased to announce that the shortlist for the Excellence in Governance Awards has been finalized. We received a total of 76 nominations from just under 40 companies in the categories listed below:

  1. Best sustainability, ethics and environmental governance program
  2. Best use of technology in governance, risk and compliance
  3. Best approach to board and committee support
  4. Best shareholder engagement by a governance team
  5. Best practices in managing boardroom diversity
  6. Best overall corporate governance

To see the companies who have been shortlisted in each of these categories CLICK HERE.

 

The Excellence in Governance Awards will be presented at the opening dinner of the 15th CSCS annual conference on August 18th in Halifax, NS.

 

CSCS would like to acknowledge the contribution of the Canadian Corporate Counsel Association (CCCA) to the short listing judging for the Excellence in Governance Awards. We want to thank in particular the following three individuals who volunteered a considerable amount of time and effort in reviewing close to 80 submissions for the Excellence in Governance Awards, to generate the shortlist of finalists for the Awards judges. Cathy Cummings MBA, CAE,  Executive Director, Canadian Corporate Counsel Association (CCCA); Grant K.D. Borbridge QC, Executive Vice President, Investments and Chief Counsel, Emergo Group of Companies; Terri Uhrich, Vice President, Legal Affairs at K+S Potash Canada.

 

The Excellence in Governance Awards will be presented at the opening dinner of the 15th CSCS annual conference on August 18th in Halifax, NS. The Excellence in Governance Awards jury panel is composed of seasoned and well-respected governance experts from across Canada and include: Gigi Dawe, CICA; Stephen Griggs, Smoothwater Capital Corporation; Carol Hansell, Davies Ward Phillips & Vineberg LLP; Sylvia Groves, Governance Studio; Dr Richard Leblanc, York University; Andrew MacDougall, Spencer Stuart; Paul Schneider, Ontario Teachers' Pension Plan; Elizabeth Watson, Watson Inc; Brendan Sheehan, The Illawong Group.

 

CSCS is committed to support and enhance the role of the corporate secretary and governance professionals in Canada. The Society's members work on the front lines of governance and the organization is well positioned through reputation, influence and representation, to celebrate the practice of good governance in Canada. We are very pleased with the excellent show of support for this inaugural program and look forward to announcing the finalists in August.

 

For more information about the awards, visit http://www.cscs.org/EGA and for more information about the CSCS annual conference and program, visit: http://www.cscs.org/AnnualConference.

 

I hope that you will join us in Halifax for this exciting event and for our conference!

 

Sincerely, 

 

Lynn Beauregard
President 

CONFERENCE UPDATE
 
CSCS Conference turns 15! 

That's right! The 2013 Annual Corporate Governance Conference will be celebrating its 15th year in beautiful Halifax, NS August 18 - 21, 2013.

Registration is well underway - we're already over 125 delegates confirmed! Early-bird registration ends June 29th so be sure to register today!

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 also be sessions specific for delegate across sectors,  including top notch keynotes, hands-on workshops and optional activities for you and your family. Plus, we will be hosting the CSCS's inaugural Excellence in Governance Awards presentation ceremony at our opening dinner on August 18th. This year is a conference not to be missed!

Check out the complete agenda here.

And bring a friend too! We have expanded our companion program this year to include tours on Sunday, Monday and Tuesday. Visit our website for the complete details.

Look forward to seeing you in Halifax!

 
Partner with us!

 

CSCS now offers annual sponsorship and partnership opportunities. With our new sponsorship opportunities, you will have a complete overview of all the visibility your organization can have with CSCS in 2013.

  • 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.

With CSCS as a partner, you will have a chance to 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.

 

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
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 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.

 

CONTINUOUS DISCLOSURE AND MATERIAL CHANGE REPORTING
(Toronto - June 14, 2013)
 
CSCS CALGARY CHAPTER EVENT: SHAREHOLDER ACTIVISM - AGRIUM INC. TAKES ON JANA CAPITAL
(Calgary - June 14, 2013)
 
BOARD & COMMITTEE MINUTES: A HANDS-ON WORKSHOP
(Montreal - June 19, 2013)  | (Toronto - June 20, 2013)
 
TWO-DAY GOVERNANCE ESSENTIALS WORKSHOP FOR THE CORPORATE SECRETARY
(Toronto - November 7-8, 2013)
 
 
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.

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.

 

Honorary Chair role

I work for a large non-profit organization who recently appointed an "Honorary Chair". Other than a title, we don't have an actual job description for this role. I'm looking to you to see whether you have, and could share, a position description if your organization has something similar to this role. I'd like to engage this person in a specific way but without a position profile, it's difficult to do.

Health, Safety and Environmental Committee of the Board

We are a mid-size, TSX listed company contemplating either the creation of a board HSE Committee or specifically changing the mandate of an existing committee to specifically confer responsibility for HSE oversight. Any information regarding pros, cons, best practices, etc., would be helpful.

Banking resolutions and signing authority resolutions

We are currently reviewing our banking resolution and our signing authority resolution.
It would be greatly appreciated if members would share their precedents and provide any comments or suggestions in respect to the drafting of these resolutions.

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.

CONTRIBUTED ARTICLE
Proactive Corporate Governance Equals ROI
Danielle Doll

 

Clients often ask me what's the ROI on corporate governance; i.e., how does good corporate governance affect "the bottom line"? Good corporate governance can improve operational performance. It's not just a compliance system, it's the philosophy of governing the organization through proactive management from the top down. Good corporate governance transcends basic governance practices (legal and regulatory compliance, ongoing financial scrutiny, and fulfilling accountability requirements). Proactive boards plan for the future, evolve to keep pace with changes in the external environment, cultivate and create key external relationships, and recognize opportunities to grow the business.

Want to get started on proactive corporate governance? Here are two practices I recommend.

Read More

NEWS AND UPDATES
Rules Favoring Proxy Advisers Need Review, SEC's Gallagher Says
BLOOMBERG L.P.

Policy makers should examine the prominence of advisory firms in corporate elections and consider whether regulations give them preferential roles in the process, a top U.S. securities regulator said.

Read More

The top five issues facing boards
Corporate Secretary (www.corporatesecretary.com)

Boards of directors are facing a mixture of challenges and opportunities as they steer their companies through continuing uncertainty in 2013. With the European debt crisis still unresolved, China's economic growth slowing from its breakneck pace of the last decade and the US economy potentially one political stalemate away from relapsing into recession, how can any corporate director feel confident about fulfilling his or her duties?

Read More

Reporting Implications of New Auditing and Accounting Standards
Financial Reporting & Assurance Standards Canada

There are a number of significant changes taking place to accounting and auditing standards in Canada. The Auditing and Assurance Standards Board (AASB) recognizes that these changes may have an impact on the form and content of practitioners' reports. The AASB formed a Task Force to develop guidance that will address complex reporting issues that may arise during this period of change with a view to promoting consistency in reporting.

Read More

Duties and Liabilities of Directors and Officers
Houser Henry & Syron LLP

Directors and officers have two main duties: a duty of loyalty to the corporation and a duty of care. The duty of loyalty imposes positive obligations and a responsibility to avoid certain situations. Directors and officers must act honestly, in good faith, and in the best interests of the corporation. They cannot put personal interests ahead of the interests of the corporation. For example, by profiting personally from any dealings of the corporation or intercepting an economic opportunity of the corporation.

Read More

The Competing Visions of the CSA and AMF on Shareholder Rights Plans and Take-over Bid Defensive Tactics
Davis LLP Securities & Corporate Finance Bulletin

The Canadian Securities Administrators have published proposed National Instrument 62-105 Security Holder Rights Plans and the proposed companion policy (the "CSA Proposal") with the aim of establishing a new regulatory framework for dealing with shareholder rights plans (poison pills). If the CSA Proposal is enacted, it would mean that a rights plan which has been approved by the shareholders within certain time frames could remain in place in the face of a hostile take-over bid and not be ordered cease traded by a securities regulator. If implemented, the CSA Proposal would therefore bring an end to the Canadian era of "there comes a time when the pill has got to go."

Read More

The risk that lies within
Canadian HRReporter (www.hrreporter.com)

Compensation risk reviews can unearth unintended risks and areas in need of attention

One of the issues the recent financial crisis highlighted for many people was that ill-designed executive compensation programs can lead to inappropriate risk-taking by executive teams, causing catastrophic losses for an organization and its shareholders.

Read More

Charity Village's 2013 study on NFP compensation released
CharityVillage Ltd

In order to gather data on the issue of non-profit compensation, Charity Village conducted a survey involving approximately 1,500 employees from not-for-profit organizations and charities across Canada. Charity Village reveals the results of its survey in its 3rd annual report.

Read More

Federal Not-for-profit Corporations Have Less Than 17 Months to Continue Under the New Act
Blake, Cassels & Graydon LLP

The Canada Not-for-profit Corporations Act (the Act) came into force on October 17, 2011. The Act was highly anticipated by the not-for-profit sector, but according to sources at Industry Canada, less than 10% of federal not-for-profit corporations (NFPs) have continued under the new Act. An NFP that is not continued under the new Act by October 17, 2014 may be dissolved.

Read More

Executive Compensation
The Globe and Mail

The Globe and Mail and GGA have partnered once again to publish GGA's third annual survey of Canadian CEOs' Pay for Performance, featuring our one of a kind online tool. This year's special report on executive compensation also featured an editorial on key insights from this year's results, authored by GGA's Managing Partner Paul Gryglewicz.
 
New rules aim for equality in Ontario's corporate boardrooms
The Globe and Mail Inc.

Ontario is crafting new rules requiring public companies to set targets for the number of women in senior roles, a move with national implications that could reverse Canada's decline in global standings for gender diversity in the corporate world.

Read More 

Bill C-474: Transparency In The Mining Industry
Lavery De Billy

In the first quarter of 2013, Liberal MP John McKay sponsored the first reading of Bill C-474 in Canada's Parliament which, according to him, is meant to fight corruption, encourage transparency and promote increased accountability within mining corporations. Referred to as the "Sunshine Bill", McKay explains that its purpose is, "to shine light on the whole business of murky payments that go on in some transactions with respect to the obtaining and retaining of mining licenses".

Read More 

First Comprehensive Study On State Of Integrated Reporting In United States
IRRC Institute and the Sustainable Investments Institute

Every company in the S&P 500 except one reports some form of sustainability disclosure, but fewer quantify those disclosures in terms of bottom line impacts, according to a new report from the IRRC Institute (IRRCI) and the Sustainable Investments Institute (SI2). That report is the first to comprehensively benchmark the status of integrated reporting in the U.S.

Read More

Amendments To Prospectus Rules Approved
Stikeman Elliott LLP

The Ontario Securities Commission announced today that Ministerial approval has been received with respect to the prospectus rule amendments released earlier this year that are intended to clarify certain provisions, address gaps, streamline requirements and codify prospectus relief that has been granted in the past. Amendments to the requirements and related forms respecting scholarship plans, first announced in January, were also approved.

Most of the amendments come into force on May 14, 2013. Those regarding scholarship plans come into force on May 31.

 




In This ISssue
QUICK LINKS
Not a Member 
- Join Today
Newsletter Archives
Request for Assistance
Job Posting

Surveys

Join our Mailing List
 
visit our sponsors

 

For CSCS members ONLY, login to the members section at www.cscs.org to get your exclusive 20% discount code.

advertise with us

Are you interested in advertising your product, service and/or business to the CSCS market. Our website and monthly e-newsletter both offer the opportunity to reach our targeted market.

 

Contact any one of the CSCS staff members to discuss your options today!

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 Secretar
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:-

Corporate Secretarial Administrator - Maternity Leave
Kinross Gold Corporation
 
Coordonnateur / Coordonnatrice aux affaires juridiques et secrétariat général
Groupe Montpetit Inc.
 
Corporate Paralegal
Cash Store Financial

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

 

CANADIAN SOCIETY OF CORPORATE SECRETARIES

Continuous Disclosure and Material Change Reporting
(Toronto - June 14, 2013)
 
Board & Committee Minutes: A Hands-On Workshop
(Montreal - June 19, 2013)  | (Toronto - June 20, 2013)
 
CSCS Calgary Chapter Event: Shareholder Activism - Agrium inc. Takes on JANA Capital
(Calgary - June 14, 2013)
 

Two-Day Governance Essentials Workshop For The Corporate Secretary

(Toronto - November 7-8, 2013)
 
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