THE NEWSLETTER  FOR THE CANADIAN SOCIETY OF CORPORATE SECRETARIES  
DECEMBER 2014

president's Message 

Dear CSCS Members,

 

The As the end of the year approaches, I want to take this opportunity to announce that the Call for Nominations for the 3rd CSCS Excellence in Governance Awards will open the week of JANUARY 12, 2014.

We want to make sure that you have the time and opportunity to put forward one (or more) nominations for your organization to be recognized for its best practices. For more details on the Excellence in Governance Awards nomination submission process, the award categories and the judges, go to http://cscs.org/EGA

We would also like to ask you to MARK YOUR CALENDAR for the CSCS 17th Annual Corporate Governance Conference, which will take place August 16 - 19, 2015 at the Fairmont Queen Elizabeth in Montreal, Quebec. We look forward to seeing you there for what promises to be the most exciting CSCS conference yet!

On behalf of the CSCS board of directors and staff, I would like to thank you for your support in 2014 and extend our best wishes to you and to your family for a happy and safe holiday season!.

 

Sincerely,

  
Lynn Beauregard
President 


CONFERENCE UPDATE

The Happy Holidays!

The conference planning winds down for the holiday season but we already have EPIC plans for the upcoming conference. I can't speak to the specifics of what we have in store (yet), but I can say that we have been hard at work to make the 2015 Annual Corporate Governance Conference the event not to miss. We're aiming high and plan to outdo ourselves on every planning front - speakers, sessions and even the Tuesday night activity and entertainment

If you are interested in participating in the program line-up, reply to our Call for Speakers and submit your topic or presentation idea. Deadline for submissions is January 15, 2015.

  1. Click here if you are Vendor or supplier.
  2. Click here if you are an independent consultant

Stayed tuned for all of the updates in the New Year but in the meantime, if you have not already, save the date for CSCS 2015:
August 16 - 19, 2015 in Montreal, QC
The Fairmont Queen Elizabeth

Enjoy a safe and happy holiday season. All the best for the upcoming New Year.

 

Tina Hutchinson

Director, Conference & Sponsorship

MEMBERSHIP NEWS

Before you break for the Holidays...

...remember, your 2015 membership renewal is due January 1st.

 

Most CSCS members should now have received their 2015 Membership Renewal Notice by e-mail. If you haven't received your notice, have questions about your membership, renewal payment or require a credit card authorization form, contact Pamela Smith at the CSCS office.

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

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

If you joined after October 2014, you will not receive a renewal notice until the fall.

 

Thank you for your continued support of CSCS.

 

Pamela Smith

Director, Membership and Administration

 

CSCS OFFICE - CHRISTMAS HOLIDAYS

Please be advised that the CSCS office will be closed from noon on Wednesday, December 24, 2014 to (and including) Thursday, January 1, 2015. Our office will re-open on Friday, January 2, 2014 at 9:00 a.m.


Happy holidays!
 

WE HAVE A NEW ADDRESS


The CSCS office has moved. The address is now 802 - 21 St Clair Avenue East, Suite 802 * Toronto, Ontario M4T 1L9. Our phone number and email addresses remain the same.. 

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.

 

Key Person Travel Policy

Does anyone have a sample they would be willing to share of a Key Person Travel Policy (i.e. rules around more than one or two executive level staff traveling together, etc.).

Robert's Rules - high-level summary

Our not-for-profit organization is interested in sourcing a brief, high-level Robert's Rules summary to provide to our board as part of their governance education for the first board meeting of the year. This information would assist in onboarding our new directors, and would be a good refresher for our veteran directors. Something along the lines of "here's the top 10 things you need to educate yourself on with respect to board meeting process and protocols" would be ideal. Any suggestions you can make would be appreciated. Thanks very much.

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
Excellence In Subsidiary Governance
Calgary: January 15, 2015

Due to the growing complexity of compliance requirements and the opportunities and challenges of doing business in multiple jurisdictions, subsidiary governance has become increasingly important for large organizations. This session will provide an overview of leading subsidiary governance practices. Panelists will discuss:

Types of subsidiaries and associated risks

  • The importance of a subsidiary governance framework and elements of such a framework

  • The strategic purposes for establishing a centralized electronic database

  • Improving the effectiveness of subsidiary board meetings

  • Unique challenges of boards with external directors versus management boards

  • Change in expectation of the amount of time a director should devote to board work

  • Piercing the corporate veil - trend toward parent company liability for foreign subsidiary actions

  • Financial authorities, delegations and approvals

  • The Subsidiary Governance Office's role in mergers and acquisitions

  • Co-ordination of governance for international subsidiaries

In this session participants will identify issues relevant to subsidiary governance and develop an understanding of subsidiary governance leading practices. . . (Read More)

 
Governance Boot Camp for Not-for-profit Organizations
Toronto: January 26, 2015

The boot camp delivers practical governance training, equipping boards and those who support them with leading governance theory and relevant action plans that will deliver boardroom impact so that boards make a more meaningful contribution to organizational success and deliver practical value.


 

John Dinner, the Boot Camp leader, has a carefully designed a curriculum that addresses core governance principles and how they can be successfully applied in the boardrooms of not-for-profit organizations for maximum benefit. Utilizing leading governance theory, a highly relevant case study and dynamic group interaction with participants and relevance of content. Each session has been designed for:

  • Relevance, practicality and ease of implementation for maximum impact;
  • A highly interactive and participative format to maximize understanding, learning and skill in translating concepts into plans;
  • A focus on improved Board performance ensuring best practice inputs achieve tangible and relevant outcomes. . . (Read More)
 
Enterprise Risk Management for Corporate Secretaries
Vancouver: February 17, 2015 | Calgary: February 18, 2015

Corporate Secretaries are increasingly required to understand ERM and help champion it within their organizations. This requires an understanding of the process, often leading and practicing it with management.

 

This session introduces the core fundamentals such as: Risk Appetite, Tolerance, Risk Profiles and Reporting, Risk Workshops, and procuring a sound system of identifying and assessing the key risks within a dynamic and changing commercial world. Further, Corporate Secretaries need to understand and increasingly help facilitate Board Risk Oversight. This session will address six steps in establishing Board Risk Oversight, with take away tools to assist the board as they navigate this complex and onerous requirement.. . . (Read More)

 

Please contact us for more information.

Olga Kasjanova

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

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

NEWS AND UPDATES
Globe And Mail Publishes Board Games 2014
On November 23, 2014, the Globe and Mail published Board Games 2014, its latest annual report on corporate governance among Canadian issuers.

The report includes articles on topics such as gender diversity on Canadian boards and includes a ranking of issuers on governance issues. The rankings are based on a methodology that takes into account board composition, shareholding and compensation, shareholder rights and disclosure.

 
Proxy solicitation: Not a matter of right in Alberta
Norton Rose Fulbright LLP

The increasing prevalence of shareholder activism in Canada has significantly impacted issuers and investors alike in the Canadian capital markets.

Consequently, an understanding of the Canadian regulatory landscape governing activist activities has become increasingly important for both sides of an activist struggle. A key element of this understanding is acknowledging that the regulatory landscape is not always uniform from province to province.

Read More

New Gender Diversity And Board Renewal Disclosure Rules
McMillan LLP

In time for the 2015 proxy season, the Canadian Securities Administrators have released amendments to National Instrument 58-101 Disclosure of Corporate Governance Practices and Form 58-101F1 Corporate Governance Disclosure ("Form 58-101F1") which will require TSX-listed companies to disclose certain information relating to the representation of women on boards of directors and in executive officer positions and on mechanisms of board renewal.

Read More

ISS Announces 2015 Canadian Proxy Voting Guideline Updates
Bennett Jones LLP

Institutional Shareholder Services (ISS) released updates to its Canadian proxy voting guidelines for the upcoming 2015 proxy season. The ISS updates will apply to shareholder meetings of publicly traded Canadian companies occurring on or after February 1, 2015.

Recommendations from proxy advisory firms such as ISS can have a significant impact on the outcome of business conducted at shareholder meetings, especially if institutional investors comprise a significant component of the shareholder base. Canadian public companies should review the updates with their legal counsel to determine the likely impact and take steps to mitigate any potential adverse voting recommendations from ISS.

Read More

Canadian Securities Administrators Propose Significant Amendments to Rights Offering Regime
McCarthy Tétrault LLP

On November 27, 2014, the Canadian Securities Administrators (CSA) published proposed amendments to the rights offering regime that aim to make rights offerings more expedient and less costly by creating a streamlined prospectus exemption for reporting issuers (Proposed Exemption). The proposed amendments also aim to increase investor protection with the addition of civil liability for secondary market disclosure and the introduction of a more user-friendly form of rights offering circular document. Finally, the proposed amendments would also update requirements for prospectus-based rights offerings and would repeal the prospectus exemption for rights offerings by non-reporting issuers. This article highlights several of the proposed changes..

Read More

Changes to the CNCA Correction and Cancellation Policies
Bennett Jones LLP

Corporations Canada has amended two policies applicable to corporations incorporated under the Canada Not-for-profit Corporations Act ("CNCA"): Cancellation of Corporation Articles and Certificate of a not-for-profit and Correction of articles and certificates of a Not-for-profit corporation.
 

Read More

Ontario Court Comments on Executive Compensation
Miller Thomson LLP

Earlier this year, the Ontario Court of Appeal decided Unique Broadband Systems, Inc. (Re), in which it overturned the trial judge's decision to award the former CEO of Unique Broadband Systems ("Unique") severance and upheld the lower court's decision not to award the former CEO certain additional compensation and indemnify him for his legal fees. The Court of Appeal decision is relevant to charitable and non-profit corporations because of what it says about compensation decisions and about director indemnification.

Read More



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Board of Directors

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

 
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
 
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 Corporate Secretary - Communications & Corporate Planning
The Standards Council of Canada (SCC)
 
Management Services and Board Liaison Officer
Canadian Tourism Commission

Board Governance Coordinator
Toronto District School Board
 

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

 

CANADIAN SOCIETY OF CORPORATE SECRETARIES

 
Excellence In Subsidiary Governance
Calgary:
January 15, 2015
 
Governance Boot Camp for Not-for-profit Organizations
Toronto:
January 26, 2015
 
Enterprise Risk Management for Corporate Secretaries
Vancouver: February 17, 2015
Calgary: February 18, 2015
 
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)
 
For complete list of CIRI events click here
 
 
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