THE NEWSLETTER  FOR THE CANADIAN SOCIETY OF CORPORATE SECRETARIES  
NOVEMBER 2014

president's Message 

Dear CSCS Members,

 

CSCS  and its Excellence in Governance Awards' winners will be opening Toronto Stock Exchange on Thursday December 4th!

 

The Canadian Society of Corporate Secretaries will be opening Toronto Stock Exchange on Thursday December 4th to celebrate the 2014 Excellence in Governance Awards' winners.

 

The ceremony will be attended by representatives from some of the winning organizations. The winners were announced at the opening gala of the CSCS' 16th Annual Corporate Governance Conference held in Banff, Alberta, this past August 24, 2014 and the recipients were:

  • ATB Financial - Best sustainability, ethics and environmental governance program
  • Royal Bank of Canada - Best use of technology in governance, risk and compliance
  • ATB Financial - Best approach to board and committee support
  • Bombardier Inc - Best stakeholder engagement by a governance team
  • Hamilton Community Foundation - Best practices to enhance boardroom diversity
  • Royal Bank of Canada - Best practices in strategic planning, oversight and value creation by the board
  • BC Cancer Foundation and MTS Allstream - Best overall corporate governance
  • Sylvia Groves, Governance Studio - CSCS - Joyce Borden-Reed distinguished contribution award
  • Stephen Jarislowsky and Claude Lamoureux (Co-Founders of the Canadian Coalition for Good Governance) - Peter Dey governance achievement award

The 2015 Excellence in Governance Awards will be awarded at the 17th Annual CSCS Conference - August 16-20th in Montreal at the Fairmont Queen Elizabeth Hotel (Mark your calendars!)


The CSCS 2015 Excellence in Governance Awards 'nomination period will open from early January 2015 until early April 2015. The award categories for the Excellence in Governance Awards for 2015 will include:

  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 practices in value creation and strategic planning by the board;

  7. Best overall corporate governance;

  8. CSCS & Joyce Borden-Reed distinguished contribution award;  and

  9. CSCS (Peter Dey) Governance Achievement Award.

For more information on the award categories and the nomination criteria, click here. We encourage you to start thinking about nominating your organization for these awards or to nominate an organization that you feel should be considered. They are open to all companies: listed and non-listed, public, private and not-for-profit across all sectors in Canada.

 

Sincerely,

  
Lynn Beauregard
President 


CONFERENCE UPDATE

CALL FOR SPEAKERS

The Canadian Society of Corporate Secretaries is pleased to launch their 2015 Call for Speakers, Sessions and Sponsors!

 

If you're interested in suggesting a topic for our Professional Development Calendar or for the Corporate Governance Conference, then this is your opportunity!

 

We are currently seeking speaker, session and sponsor proposals for the following:

  • Annual Corporate Governance Conference - workshops, breakout sessions, and keynote addresses (Montréal, Québec, August 16-19, 2015)
  • Professional Development - workshops or webinars (various locations across Canada in 2015)

All responses must be received by Monday, December 15, 2014.

 

All speakers must be prepared to present their information and content in an educational manner with no reference to commercial endeavours or self-promotion. CSCS offers complimentary attendance, including meals and materials, for each session for which you're selected as a speaker. Travel and accommodation are at your own expense.

 

To begin your submission, please click the appropriate link below:

  1. Vendor/supplier speaker submission https://www.surveymonkey.com/s/Q9KP9ZB
  2. Individual consultant, governance professional, academic or other speaker submissionhttps://www.surveymonkey.com/s/Q7PDRCQ

For any questions please contact:

 

Olga Kasjanova
Manager, Professional Development & Special Projects
T: 416-921-5449 x 313 * 1-800-774-2850 x 313
E: olga.kasjanova@cscs.org

MEMBERSHIP NEWS
Renew Your Membership for 2015

Attention: CSCS members with a personal renewal date (PRD) of January 1st:

 

It's time to renew your membership for the 2015 year. In an effort to save postage, time and materials, paper invoices will NOT be mailed.

The annual invoice for general membership fees can be accessed on the CSCS website in the Members Only section and payments can be made on-line.

Invoices are due and payable as of the member's PRD, but members have 60 days to pay before being removed from the membership roster for non-payment, in accordance with article 3.3 of the Bylaws. If membership dues are not received within 60 days of the member's PRD, the membership will be automatically terminated.

Members who remain in default for 60 days after the date of their PRD, will be subject to automatic termination.

How do I Renew My Membership?
The fastest and most convenient way to renew your membership is online, through the CSCS member portal. It also allows you to update your member profile including contact information.

How do I Discontinue My Membership?
Members who do not wish to maintain membership with CSCS are advised to resign prior to the January 1, 2015 deadline. This can be done by contacting CSCS by mail or e-mail. Members who neither resign nor renew their membership will be removed from the member register on March 1, 2015 and will be liable for the 2015 member fees.

Click here  to complete your membership renewal.

If you should have trouble while completing your online membership renewal or if you have any questions, please don't hesitate to contact our office at 416-921-5449 or 1-800-774-2850 Monday-Friday - 10:00am - 4:00pm EDT

You can also e-mail our Director of Membership and Administration, Pamela Smith, at pamela.smith@cscs.org  or our general address at info@cscs.org.
 

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 2014 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.

 

"Templates" for preparing pre-reading board materials

Mid cap Publicly traded - TSX is using presentation "templates" for the business owners who are preparing pre-reading board materials for the Board, so the "look and feel" of board presentations are consistent. If you are, are you simply using "Word", "PowerPoint" and "Excel" , with guidelines to everyone on font, spacing, formatting, etc. they are to use, or are you using a particular program that is designed for this type of template.

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
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
Foundations For Startup Success: The Shareholders' Agreement
Aird & Berlis LLP

Startup founders frequently set their course for the stars. With sweeping vision, high spirits and grand plans, what could go wrong? Unfortunately, plenty. Building a successful company requires a solid foundation and advance planning to navigate key challenges. A properly drafted shareholders' agreement can be a roadmap through the foreseeable and unforeseeable twists and turns associated with growing a new business (e.g. bringing on new investors, selling shares, and even unlikely scenarios such as the sudden death or disability of a founder or key shareholder).

Read More

Parent Company Liability for Foreign Subsidiary's Actions - Alarming New Trend?
Davies Ward Phillips & Vineberg LLP

A recent lawsuit in British Columbia is the latest example of an emerging trend in which plaintiffs are seeking to hold parent companies liable in negligence in relation to the actions of their foreign subsidiaries. Residents of Guatemala are suing Tahoe Resources Inc., a Canadian mining company incorporated in British Columbia, in connection with an alleged shooting by security personnel at the Escobal mine. The mine is not owned by Tahoe, but by its Guatemalan subsidiary.

Read More

ISS And Glass Lewis 2015 Proxy Season Guidelines
Glass, Lewis & Co., LLC

Proxy advisory firms Institutional Shareholder Services Inc. (ISS) and Glass Lewis & Co. (Glass Lewis) recently released their proxy voting policy updates for the 2015 proxy season. The new guidelines address, among other things, corporate governance standards, advance notice policies and executive compensation. This update summarizes some of the more significant changes made to the proxy voting guidelines affecting Canadian issuers, effective for shareholder meetings on or after February 1, 2015.

Read More

New Canadian voting guidelines for 2015 proxy season
Norton Rose Fulbright LLP

Institutional Shareholder Services Inc. (ISS) and Glass Lewis have issued their Canadian proxy voting guidelines for the upcoming proxy season.

The ISS updates (ISS Updates) are applicable to shareholder meetings of TSX and TSX-V issuers held on or after February 1, 2015. This year ISS addresses the following key issues: the independence of former CEOs, advance notice provisions contained in policies and bylaws, the approval of private placements and the adoption or amendment of articles and bylaws.

Read More

Defensive Tools in Shareholder Activism: The "Voting Pill"
Norton Rose Fulbright LLP

In today's Financial Post, Barbara Shecter highlighted the use of modified shareholder rights plans (colloquially known as "poison pills") as an emerging defensive tool against opportunistic shareholder activism in Canada. Traditionally, poison pills are used by boards of target companies as defensive tools to guard against unsolicited takeover bids. By expanding the typical definition of "beneficial ownership" in a poison pill (which is typically limited to concepts of ownership and is used to determine whether the poison pill is triggered) by including securities that a shareholder does not own but has a right to vote or the right to direct the voting of, the poison pill could then be triggered where a group of shareholders intend to vote together even if they don't own shares or intend on making a takeover bid. In this context, the poison pill works to defend against predatory "wolf-pack" shareholders who intend on using their collective voting power to seek control of the target, instead of making a bid. Such modified poison pills are known as a "voting pill" and, as Ms. Shecter points out, are already well-known in the United States. The rise of advance notice by-laws in Canada are another example of a defensive tool that enjoyed widespread use in the United States prior to becoming popular in Canada.

Read More

New Good-Faith Duty of Honesty in Contractual Performance Recognized by Supreme Court of Canada
Bennett Jones LLP

A new duty of honest performance has been imposed on all Canadian contracts by the Supreme Court of Canada. The notion of a general and independent doctrine of good faith performance of contracts has historically been resisted in Anglo-Canadian common law. This has changed with the Supreme Court of Canada's decision in Bhasin v Hrynew, 2014 SCC 71, in which the Court both: (1) recognized good faith contractual performance as a "general organizing principle of the common law of contract"; and (2) recognized a new duty of "honest performance", which requires the parties to be honest with each other in relation to the performance of their contractual obligations.

Read More

Alberta Facilitates Access to Private Placements for Institutional Investors
Davies Ward Phillips & Vineberg LLP

In a bold and sensible move, on November 20, 2014, the Alberta Securities Commission (ASC) issued a blanket order granting exemptions from Alberta's securities laws to greatly improve access to securities - in particular, foreign securities - distributed on a private placement basis to institutional investors in Alberta.

Read More

New platform for capital raising
Dentons Alumni Network

As the interest in equity based crowdfunding grows and securities regulators in Canada make moves to allow investors and issuers to take advantage of crowdfunding opportunities, TMX Group held a market open ceremony in Toronto to celebrate the launch of TSX Private Markets, a new business designed to support efficient capital raising and secondary trading within Canada's exempt market. This new service is designed to provide (1) enhanced access to capital for private and public issuers, and (2) exempt market liquidity for approved dealers and their accredited investors.

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
 
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Toronto District School Board
 
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Toronto Catholic District School Board
 
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Manulife Financial Corporation

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

 

CANADIAN SOCIETY OF CORPORATE SECRETARIES

 
The Board's Must Win: CEO Succession Planning
Vancouver: December 8, 2014
 
CSCS Excellence in Governance Award Winners' Panel
Toronto: December 4, 2014
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