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

Dear CSCS Members,

 

On behalf of the CSCS Board and staff, we want to wish you a very happy new year! 2015 promises to be an exciting year for CSCS... Here are some highlights:

The 2015 CSCS Excellence in Governance Awards

Nominations are now open for the 3rd annual Excellence in Governance Awards (EG Awards)! This is your chance to be recognized for your organization's successes in governance, or to nominate another organization. Nominate your organization now! The deadline for nominations is April 10 2015. The shortlist of finalists will be announced in June 2015 and winners will be announced and celebrated on August 16th, 2015 at the Fairmont Queen Elizabeth Hotel in Montreal, Quebec, at the opening dinner of CSCS' 17th Annual Conference. To learn more about last year's winners and the reasons why the judges felt they should win the 2014 awards, download the 2014 Judges' Report. For further details about how to make a nomination, click here.

CSCS - Hay Group 2015 Corporate Governance Best Practices Survey
For the third year in a row, 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 assists both the Hay Group and CSCS in obtaining valuable insight into the current corporate governance landscape and on leading practices being implemented across organizations and across sectors in Canada. Our '2015 Corporate Governance Practices Survey Report' will analyze current corporate governance practices, trends and issues across Canada. This survey also assists in creating a short-list of companies for each of the categories in the CSCS 'Excellence in Governance Awards'. If you are the Corporate Secretary or you are involved in managing the governance responsibilities for your organization, please click here to take the survey now! Participants must submit responses by February 12th, 2015 in order to be included in the report. To take a look at the 2014 final survey result, Click here.
 

2015 Professional Development seminars and workshops
We have kicked off our professional development agenda for 2015 with the following sessions that you or your colleagues might be interested in:

17th Annual CSCS Conference on Corporate Governance
It's that time of year and we are hard at work developing our conference program. We will be giving you a sneak peak of the program in our February e-newsletter and registration will launch on March 2, 2015. In the meantime, make certain that you save the dates of August 16-19, 2015 and start looking into your travel and accommodations. CSCS has arranged for a preferential rate and room block at the Fairmont Queen Elizabeth Hotel, starting at $174 per night. For more details on the accommodations at the Queen Elizabeth Hotel, Click here.

 

Wishing you a very happy 2015!

 

Sincerely,

  
Lynn Beauregard
President 

CONFERENCE UPDATE

Call for 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 CSCS 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.

Registration: Save the date for early-EARLY-bird!
Conference registration is scheduled to launch on Monday, March 2. Keep an eye on your inbox to save with this early-EARLY-bird fee offer. For the complete conference details, visit http://www.cscs.org/AnnualConference.

 

Tina Hutchinson

Director, Conference & Sponsorship

MEMBERSHIP NEWS

Membership Fees Update

 

Members with a January 1st personal renewal date (PRD) were invoiced on November 1, 2014. Invoices are due and payable as of the member's PRD, but members have a 60-day grace period to pay before being removed from the membership roster for non-payment, in accordance with article 3.3 of the Bylaws. Should you wish to remain a member, after the two-month grace period, a $50.00 late fee will be added to your invoice.

 

Further information regarding dues and payments is available by email (info@cscs.org) or by telephone to Pamela Smith at 1-800-774-2850 x 303 (416-921-5449 in Toronto).

 

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.

 

Email Communication Protocols (Privacy)

We are a non-profit organization and are reviewing our protocols around email communications to our Boards and Committees. We are seeking input on how you communicate via email to your boards/committees while respecting privacy issues. For example, we have a recommendation to BCC: the distribution lists to respect the privacy (email addresses). We are hoping to gather some input from other organizations on their practices.

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
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
Canadian Securities Regulators Release Progress Report on Proxy Voting Infrastructure
Canadian Securities Administrators

Members of the Canadian Securities Administrators (CSA) today published CSA Staff Notice 54-303 Progress Report on Review of the Proxy Voting Infrastructure to report on the progress made in their review and to outline next steps.

Read More

Risk Management in a Digital World - Addressing Cyber-Security Threats at the Board Level
Osler, Hoskin & Harcourt LLP

The role of the Board of Directors has necessarily adapted to include an increased focus on risk management. In our digital world, cyber-attacks are now a pervasive risk and the perceived lack of board oversight has garnered scrutiny by consumers, regulators, legislators, litigants and the media.

Read More

Rules and enforcement trends in compliance for 2015
Corporate Secretary | Cross Border Ltd.

Enforcement is expected to be more consequential than rulemaking in 2015, but firms need to keep an eye on SEC executive pay disclosure, conflict minerals and proposed labor rules

Corporate compliance officers have a lot to monitor in 2015. Major new rules, enforcement priorities and other drivers of compliance change are expected in labor and employment law, cyber-security and general corporate governance. In addition, the First Amendment issue in the conflict minerals case continues to be litigated, and increasingly heterogeneous state laws mean multi-state employers' policies need updating.

Read More

The term-limit era has begun
Listed Magazine

The new "comply or explain" regime for gender diversity on boards and in senior management that comes into effect for 2015 also requires issuers to embrace board renewal. For some, it will be a challenge-and that's the point.

Read More

What can private companies learn from shareholder activism? Our top 5 tips for companies and boards
Norton Rose Fulbright LLP

As a new year begins, it is always a good time to take stock of the successes of the past year and look forward to doing even better in 2015. Shareholder activism will continue to be a "hot topic" for publicly listed issuers in 2015, but what lessons from the activism arena translate to companies that are not publicly listed? Here is a checklist of our top 5 tips to help ensure a smooth year to come:

Read More

Balancing disclosure and defence
Listed Magazine

Not all activists are bad and not all companies are good-but an early warning system without a 5% disclosure threshold leaves issuers unfairly disadvantaged and underprotected.
 

Read More

2015 Top 10 trends in corporate governance
Canadianlawyermag.com/inhouse

2015 is shaping up to be a year where boards, once again, will be under intense pressure and scrutiny to get it right. Here is my list of trends and key issues, along with what boards are, or should be doing in response.

Read More

What are the governance trends shaping the board of the future?
PricewaterhouseCoopers LLP

Disruptions abound in today's business world. Some stakeholders want boards to become more diverse, and increasingly vocal shareholders want to communicate differently with public company directors and managements.

Read More

Our Top Five Tips for Companies and Boards in advance of the 2015 Proxy Season
Norton Rose Fulbright LLP

As a new year begins, it is always a good time to take stock of the successes of the past year and look forward to doing even better in 2015. Shareholder activism will continue to be a "hot topic" for publicly listed issuers in 2015. Here is a checklist of our top five tips to help ensure a smooth year to come:

Read More

TSX Proposes to Expand Exemptions for Interlisted Issuers and to Introduce Shareholder Approval Requirement for Certain Delistings
Osler, Hoskin & Harcourt LLP

The Toronto Stock Exchange (TSX) published proposals that would allow eligible interlisted issuers to apply to follow the rules of other stock exchanges or jurisdictions, instead of those of the TSX, for an expanded variety of transactions and for corporate governance compliance purposes. The TSX also published proposals that would generally require issuers without an alternative market or pending liquidity event to obtain shareholder approval in order to voluntarily delist from the TSX. The delisting proposal remains opens for public comment until February 23, 2015 and the interlisted issuer exemption proposal remains open for public comment until March 9, 2015.

Read More

Securities Law 2014: The Year in Review and its Legal Implications
McMillan LLP

2014 saw a number of significant developments in Canadian securities law, including the adoption of the new disclosure requirements addressing gender diversity on boards and senior management positions, adoption of new capital-raising prospectus exemption, proposed amendments to the take-over bid regime, and proposed amendments to the early warning regime. We also saw some progress towards a national securities regulator.

Read More

A look ahead to the 2015 proxy season
Stikeman Elliott LLP

The 2015 Proxy Season is on the doorstep. A look back at the hot topics in shareholder meetings held in the U.S. in 2014 is useful for Canadian issuers to anticipate emerging trends.

Read More

In This ISssue
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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!

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


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

 

CANADIAN SOCIETY OF CORPORATE SECRETARIES

 
Enterprise Risk Management for Corporate Secretaries
Vancouver: February 17, 2015
Calgary: February 18, 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
 
 
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