THE NEWSLETTER  FOR THE CANADIAN SOCIETY OF CORPORATE SECRETARIES  
APRIL 2015
president's Message 

Dear Lynn,


Time for you to register for the 17th Annual CSCS Conference: GOVERNANCE, RISK AND ETHICS: A NEW AGE OF ACCOUNTABILITY - August 16th to 19th 2015, at the Fairmont Queen Elizabeth Hotel, Montreal Quebec.

The CSCS Conference is the Premier Annual Corporate Governance Event in Canada. This year's event will feature three days of discussions on top of mind issues on the evolving corporate governance landscape, networking and celebrating the Excellence in Governance Awards, this event is not to be missed! This year our content is themed around three streams: Critical Issues in Governance; The Board and the Corporate Secretary; Compliance, Risk and Ethics.

The event attracts over 350 attendees including corporate secretaries and governance professionals, senior level executives and managers from organizations large and small, and across all sectors in Canada.

 

This  year's conference will feature the following keynote speakers:

Jean Charest, Partner, McCarthy Tétrault LLP - Keynote speaker for the Excellence in Governance Awards Dinner and Ceremony
Andrew Fastow, former Chief Financial Officer, Enron Corporation - Luncheon Keynote on Tuesday August 18th
Dr. Yvan Allaire, Executive Chair, Institute for Governance of Private and Public Organizations,  Chair of the Global Agenda Council on the Role of Business, WEF,  Emeritus Professor of Strategy (UQAM);
David R. Beatty, Professor, The Rotman School of Management and Conway Director, Clarkson Centre for Business Ethics and Board Effectiveness
Dr. Richard Leblanc, Associate Professor, Law, Governance & Ethics, Faculty of Liberal Arts & Professional Studies, York University
Stéphane Rousseau, Affiliated Scholar, Stikeman Elliott LLP and Professor, Faculty of Law, Université de Montréal

Top governance practitioners, academics, and experts will also be joining the lineup including:

Beverly A. Behan, Founder, Board Advisor LLC;
Lyne Bouchard, Professor, Faculty of Arts and Administration, Laval University;
Carol Buckton, Lead Regional Compliance Officer, Siemens Canada;
Gigi Dawe, Principal, Corporate Oversight and Governance, CPA Canada;
Stephane Eljarrat, Partner, Investigations & White Collar Defence, Taxation and Litigation Practices, Davies Ward Phillips & Vineberg LLP;
Sara Gelgor, Vice President, Enterprise Programs and Chief Privacy Officer, Scotiabank
Tyler Hodgson, Partner and National Leader of the White Collar Crime and Regulatory Compliance & Investigations Group, Borden Ladner Gervais LLP;
Merrilee Kiernander, Subsidiary Governance Officer, Royal Bank of Canada;
Jean-François Legault, Vice President, Assistant Director of Global High Tech Investigations, JP Morgan Chase;
Andrew J. MacDougall, Partner Osler, Hoskin & Harcourt LLP;
Catherine McCall, Director of Policy, Canadian Coalition for Good Governance (CCGG);
Stuart McKellar, General Counsel, VP Properties, Legal and Corporate Secretary, ATB Financial;
Errol Mendes, Professor, Faculty of Law, University of Ottawa;
Jeffrey G. Paulson, Vice-President, Legal Services Corporate & Corporate Secretary, Encana Corporation;
Deborah Polny, Assistant General Counsel, ATB Financial;
Deborah Rosati, Director Sears Canada Inc., Chair of the Board, Karma Athletics Ltd. and Director, National Ballet School of Canada;
Bassem Shakeel, Vice President & Corporate Secretary, Magna International;
Anna Tudela, Corporate Secretary, Goldcorp Inc.;
Stephan Scott Trudeau, Vice President, Chief Counsel & Corporate Secretary, AECOM Canada;
Elizabeth Watson, QC, President, WATSON Advisors Inc.;
Phyllis Yaffe, Chair of the Board, Cineplex Inc., Lead Director, Torstar Corporation;
Gina Zapras, Subsidiary Governance Officer, Royal Bank of Canada;

... and many more! Check out the complete conference agenda here

 

This event is not only intensely engaging and informative but is also known for its ability to connect like-minded professionals in governance and offer excellent networking opportunities built in throughout the program. We also attract the top corporate governance service and product suppliers to provide our delegates with the rare chance to meet and converse with all of their key providers under one roof, on our exhibitor floor or throughout the conference. 

 

This year marks the third annual Excellence in Governance Awards ceremony which will take place during the opening kickoff dinner for the conference, on Sunday August 16th at the Fairmont Queen Elizabeth Hotel, featuring Mr. Jean Charest as the evening keynote speaker. The Excellence in Governance Awards recognizes the best governance practices in organizations across 8 award categories. For more information on the awards, go to:  www.cscs.org/EGA

 

Don't delay...Register today!
 

I look forward to seeing you in Montreal in August!

 

Sincerely,

  
Lynn Beauregard
President 

CONFERENCE UPDATE


Register for the CSCS 2015 Conference!

 

The 17th Annual Corporate Governance Conference is shaping up to be the "must attend" event for governance professionals. As featured above in the President's message, the line-up of keynote speakers and industry professionals presenting the most relevant, current issues and trends in the corporate governance landscape is truly amazing.

 

For the conference agenda, click here

 

Join us, your colleagues and other industry professionals August 16 - 19, 2015 in Montreal, QC at the Fairmont Queen Elizabeth. It's your opportunity to:

  • GAIN insight on governance and risk management strategies to better serve your board.
  • OBTAIN current information and practical tools to help save you time and resources.
  • NETWORK with your peers from across Canada.

Don't delay - Register today!

 

Get involved with CSCS

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.

MEMBERSHIP NEWS

CSCS - Joyce Borden-Reed Distinguished Contribution Award


The CSCS Board of Directors invites nominations for the 2015 Joyce Borden-Reed Distinguished Contribution Award

 

The Joyce Borden-Reed Distinguished Contribution Award recognizes individuals who have made significant contributions to CSCS over a period of years. Named after one of the founding board members of CSCS, it aims to identify those who have directly advanced the interests of CSCS and furthered the organization's place in the Canadian governance community.

 

Any past or present members who have rendered unusual or exceptional service, or service consistently rendered over a period of years, that has directly furthered CSCS' goals in a significant manner may be considered. Sitting members of the current CSCS Board of Directors are not eligible.

 

Criteria: Award recipients will have demonstrated exemplarily leadership and have:

  • contributed to CSCS in a number of capacities over ten years of service, or more
  • have generously given their time and efforts to promote the ideals of CSCS
  • have worked diligently to raises the profile of CSCS in the governance community and
  • have made a substantial contribution to the profession through one of more of the following:
    • regular and sustained service through the holding of various offices and positions within the CSCS organization
    • leadership and initiative in advancing best practices in governance
    • dedicated significant time to mentoring aspiring or early-career corporate secretaries
    • promoting the vision and bolstering the positive reputation of the role of the corporate secretary/governance professional within their workplace
    • understanding and articulating the goals of the organization
    • professional/career achievements including, but not limited to, speaker/author experience, professional designations, awards and other areas of recognition, etc.
    • involvement in corporate secretarial and governance profession, but not limited to, CSCS board of directors, chapter board, committee or other chapter involvement and/or other industry involvement
    • volunteerism/community service

The Judging Process: The CSCS board of directors, all highly experienced in corporate secretarial and governance fields, will judge the entries for this Award. To allow our directors to assess nominations fairly and objectively, all nominations are judged on the same criteria.

 

Nominators are asked to submit biographical information of the nominee and a general statement in support of the nomination, plus specific examples or evidence of achievement and/or how the nominee has met the criteria for the Award

The judges will be looking for demonstrable and qualitative results.

 

All nominations are due by May 31, 2015. The nominations should be sent to Pamela Smith by email (pamela.smith@cscs.org) or fax (416-967-6320).

 

Presentation Ceremonies: The announcement and Presentation of the 2015 winner of the Award shall be made at the 3rd Annual CSCS Excellence in Governance Awards Dinner and Ceremony on Sunday, August 16th at the Fairmont Queen Elizabeth in Montreal, Quebec.

Not a CSCS Member?
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. Representatives 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 membership fees, in Canadian dollars, are as follows (plus applicable taxes):

  • Regular Member: $495.00 

  • NFP and Academic Sector:   $375.00

  • Retired: $80.00

Visit our website - www.cscs.org - to learn more about CSCS membership and 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 response will be appreciated.

 

Recommendations re Governance Advisor/Consultant

We are about to do a Request for Proposals for a Governance Advisor/Consultant. The primary duty of the consultant will be to conduct our annual board evaluation and peer evaluation process. We may occasionally seek other governance advice. We would like assistance in identifying firms that we should invite to bid. Would appreciate any information on firms other CSCS members have worked with.

Board Committee Composition

Is it normal for a subsidiary company Board member to be a member of a Board Committee of its holding company? Can a non-Board member be a member of Board Committees? How the Committees of a Board will be constituted, if the articles or by-laws of a company is silent. Is there a statutory provision to support Board Committee composition.

Share ownership model

A medium sized employee owned company is in the midst of re-evaluating their share ownership model. Does anyone have a sample of a criteria document to enter into principals groups for specific share ownership levels? Eg., Associates, Principals, Senior Principals and any restrictive covenants assigned to the specific groups?

Board of directors travel

Specifically, do they pay for business class travel, and if so, is this expense unrestricted or restricted? For example, business class is limited to long flight (> 5 hours) or for international only?

My questions are:

  1. What is your policy on the allowable class of airfare for directors travelling to domestic board meetings? Is it business class or economy?

  2. Is your policy different for international travel to board meetings, or for longer flights that 5 hours?

  3. Do your directors tend to seek any and all eligible reimbursements to which they are entitled under your policy?

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.

UPCOMING CSCS Professional Development SESSIONS
 
Toronto Governance Exchange 2015
Toronto, May 21, 2015
 
Governance Essentials for the Corporate Secretary: Two-Day Seminar
Vancouver:  May 28-29, 2015 | Toronto:  November 3-4, 2015
 
Click o the above links for program and registration details or contact us for more information.
 

Olga Kasjanova

Manager, Professional Development & Special Projects, CSCS
events@cscs.org

416-921-5449 / 1-800-774-285

Call for interviews - Director Recruitment Research Project
The Canadian Society of Corporate Secretaries is partnering with Beverly Behan, author of Great Companies Deserve Great Boards (Palgrave MacMillan 2011), on an important piece of North American governance research focused on the current "state of play" of director recruitment in the United States and Canada - what's working well, what's frustrating people, what are some new ideas and solid best practices in this area.
 
We are unaware of any other research of this nature currently underway in either United States or Canada and believe it will become an invaluable and timely addition to North American governance landscape. This study and results will be shared at our National Conference in August, 2015 in Montreal (August 16th - 19th). For more information click here
Special Report: Conference Board of Canada White Paper on Board and Director Evaluations
From internationally renowned expert on board and director evaluations Beverly Behan, Board and Director Evaluations in the 21st Century offers insight and practical advice on how to redesign board and director evaluations to make them more engaging, constructive, and impactful. When well designed and effectively implemented, board and director evaluations can have a significant and positive impact on how boards function and the quality of the decision-making process. Boards are already replacing the increasingly outdated formats adopted in the early 2000s with new approaches that can be used as constructive performance management tools. Find out how to design and implement board and director evaluations that will help your organization ensure full engagement and performance. 

At a Glance
  • Board and director assessments are conducted in almost all Canadian boardrooms, but the initial practices many boards adopted are becoming outdated. Many directors want to derive more value from the evaluations and there is increasing pressure from regulators, shareholders, and management for more credible and authentic processes for board and director performance management.  
  • There are several components to consider in designing a board evaluation: objectives, methodology, debriefing process, and development of an action plan to implement steps derived from the evaluation process that would further enhance the board's effectiveness.  
  • Boards that have not yet implemented a chair evaluation would do well to incorporate at least some questions about the chair's effectiveness into their board evaluation. 
  • When well-designed and effectively implemented, board and director evaluations can have a significant and positive impact on how the board functions and even on the quality of decisions it makes.

As a special offer to CSCS members, Bev Behan has made a small number of the report available at NO COST. Once Bev's small stock is exhausted, you can still purchase the article for $75.00 from the Conference Board through this link: http://www.conferenceboard.ca/e-library/abstract.aspx?did=7073. If you are interested, email Bev at Beverly.behan@boardadvisor.net immediately to get your free copy!

NEWS AND UPDATES
5 things to know about say on pay
Canadian HR Reporter

A majority of Barrick Gold's shareholders voted against the company's executive compensation resolution on Tuesday, following a similar vote by CIBC shareholders last week, thrusting executive paycheques into the spotlight. Here are five things you should know about say-on-pay votes:

Read More

Proposed amendments to Canadian take-over bid regime
Norton Rose Fulbright LLP

The Canadian Securities Administrators (CSA) have published for comment significant proposed amendments to the Canadian take-over bid regime (the Proposed Amendments). The Proposed Amendments are an initiative of all CSA members and are intended to strike a fair balance among the interests of bidders, target boards of directors and security holders of target companies.

Read More

Canadian Securities Administrators Publish Comment Letters on Proposed National Policy 25-201 Guidance for Proxy Advisory Firms
Bennett Jones LLP

On April 24, 2014, the Canadian Securities Administrators (CSA) published for comment proposed National Policy 25-201 Guidance for Proxy Advisory Firms. Issuers, law firms and other market participants submitted comment letters which were recently published by the CSA. The proposed policy, including the comment letters received, may be downloaded from the website of the Alberta Securities Commission (PDF).

Read More

Quotas Not the Best Way to Add and Retain Women for Corporate Boards, Study Finds
The New York Times Company

It has been an age-old question: Are quotas the best way of getting more women on boards and keeping them there?

Other factors may be more effective at diversifying boards, according to recent research commissioned by BNY Mellon, the wealth and asset management firm, and conducted by Sucheta Nadkarni, a professor at Cambridge University.

Read More

Harnessing Social Media in Proxy Contests: Not Just "Social"
McCarthy Tétrault LLP

Social media has revolutionized how stakeholders receive information about companies. An estimated 1.79 billion people used social media in 2014; 2.44 billion will by 2018.[1] Despite such staggering statistics, social media has not been leveraged to its full potential in Canadian proxy contests. According to a 2013 survey,[2] a majority of directors on the boards of Canada's largest companies acknowledged that they did not know much about social media.

Read More

New CSA Amendments Streamline Disclosure for Venture Issuers
Osler, Hoskin & Harcourt LLP

On April 9, 2015, the Canadian Securities Administrators published amendments to National Instrument 51-102 Continuous Disclosure Obligations, National Instrument 41-101 General Prospectus Requirements and National Instrument 52-110 Audit Committees intended to streamline the continuous disclosure requirements for venture issuers (i.e., a reporting issuer that does not have any of its securities listed or quoted on any of the Toronto Stock Exchange, a U.S. marketplace or a marketplace outside of Canada and the United States) by improving the quality of the information and reducing the burden of preparation. In addition, the amendments also provide changes to certain of the governance requirements. The changes are expected to come into force on June 30, 2015, and the key amendments are outlined below.

Read More

2015 Trends And Insights: Activism In Canada
Norton Rose Fulbright LLP

In the latest issue of Ethical Boardroom, Walied Soliman and Orestes Pasparakis, co-chairs of Norton Rose Fulbright's Special Situations Team, discuss activism in the Canadian corporate landscape and expectations for the 2015 proxy season in their article, "2015 Trends and Insights: Activism in Canada".

Click here to access the article (at pages 96-97).
 
 
Is There an Appetite for Diversity Quotas in Canada? on
Osler, Hoskin & Harcourt LLP

Gender diversity on corporate boards continues to be a hot topic for activist shareholder groups in Canada. At the end of April 2015, the shareholders of BCE Inc. will vote on a proposal that would impose a strict quota on the proportion of women appointed to its 13-person board. The proposal is being advanced by a group of shareholders styled as Mouvement d'éducation et de défense des actionnaires (Médac). While the group has proposed gender-related resolutions before, this is the first time that it has sought to impose a strict quota on the company. The quota would require BCE to maintain a minimum of 40% female representation on its board by 2020. While BCE has itself pledged that women will occupy at least one-quarter of independent directorships by the end of 2016, Médac's view is that this does not go far enough.

Read More

Harnessing Social Media In Proxy Contests: Opportunities And Legal Challenges
McCarthy Tétrault LLP

Social media has very seldom been leveraged in Canadian proxy contests. One reason for this may be the lack of knowledge about its full potential.1 To address this reason, our first post in this series reviewed social media's impact on public discourse and proxy contests in the U.S. and Canada.

Read More

Hot topic: Proxy access
The Canadian Council for Good Governance (the "CCGG") has stated that proxy access is high on their agenda. Proxy access generally refers to the ability of shareholders to nominate their own candidates for the board and have those nominees included in management proxy materials alongside management nominees. The CCGG is in the process of drafting its policy on the topic.

Read More

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Events & workshops

 

CANADIAN SOCIETY OF CORPORATE SECRETARIES

 
Toronto Governance Exchange 2015
Toronto, May 21, 2015
 
Governance Essentials for the Corporate Secretary: Two-Day Seminar
Vancouver:
 May 28-29, 2015
Toronto:
 November 3-4, 2015
 
For complete list of CSCS events click here
 
CHARTERED SECRETARIES CANADA
 
For complete list of ICSA events click here
 
 
visit our sponsors

The CSCS Annual Sponsorship Package has a new, updated look this year. We've added more visibility levels and expanded on the value for each opportunity. The package still includes the Excellence in Governance Awards, Annual conference, professional development, website, e-newsletter and a few other opportunities.


Talk to us about customizing your own bundle!

For the complete 2015 Annual Sponsorship package, click here.

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!

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:-
 
Vice-President, General Counsel & Corporate Secretary
Canadian Payments Association
 
Corporate Secretarial / Corporate Law Clerk
RSA Canada
 
Assistant Vice-President, Corporate Governance
Great-West Life
 
Assistant Vice-President & Assistant Corporate Secretary 
Sun Life Financial 
 
Manager, Listings
Aequitas NEO Exchange Inc


Please login to www.cscs.org to view all the Job Postings. 
Board of Directors

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

 
Misti Christensen
(Governance Officer)
Manager Governance and Assistant Secretary
Nexen Energy ULC
Calgary, AB
 
Madeleine G. 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 
General Counsel & Corporate Secretary
Torex Gold Resources Inc.
Toronto, ON
 
Margaret (Meg) Comiskey 
Manager, Policy and Research and Assistant Corporate Secretary
Vancouver Airport Authority
Vancouver, BC
 
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
 
Publications

 

Canadian Corporate Secretary's Guide


This guide gives you the exact information you need to carry out your duties and responsibilities as a corporate secretary or administrator. Comprehensive in scope, it provides information that takes the corporate secretary from incorporation and initial organization through to day-to-day corporate administration, including corporate governance, business reorganizations, and acquisitions.

Subscriptions include: a monthly newsletter, the Corporate Brief, that explains changes to relevant law, summarizes recent cases, and provides an in-depth article examining a current topic of interest to corporate lawyers and corporate secretaries: the corporate News Tracker, which keeps you up-to-date on the status of legislative changes (available only to online subscribers); a table of concordance for corporate legislation and charts of corporate penalties and statutory liabilities; in-depth commentary on key corporate secretarial topics. Precedents provided include Board resolutions, shareholder consents, checklists regarding agreements, due diligence tables, and much, much more! 

 

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. 

 

For more information or 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.  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