THE NEWSLETTER  FOR THE CANADIAN SOCIETY OF CORPORATE SECRETARIES  
SEPTEMBER 2014

president's Message 

Dear CSCS Member,

 

I am pleased to announce the winners of the 2nd Annual Canadian Society of Corporate Secretaries (CSCS) Excellence in Governance Awards. The winners were announced at the opening gala of CSCS' 16th Annual Corporate Governance Conference held in Banff, Alberta, on August 24, 2014.

 

The awards ceremony was a great success, attended by 300 of Canada's top governance practitioners and leaders from the corporate, non-profit, crown and public sectors. This year, we received an impressive 60 nominations across from all industry sectors. We couldn't have been more pleased with this input and I believe that this validates that these awards are indeed a very important and welcome program for the Canadian governance community.

  1. Best sustainability, ethics and environmental governance program.
    ATB Financial - Stuart McKellar, General Counsel, VP Properties and Corporate Secretary
  2. Best use of technology in governance, risk and compliance.
    Royal Bank of Canada - Lucille D'Souza, Assistant General Counsel and Head, Subsidiary Governance Office
  3. Best approach to board and committee support.
    ATB Financial - Stuart McKellar, General Counsel, VP Properties and Corporate Secretary
  4. Best stakeholder engagement by a governance team.
    Bombardier Inc - Dominique Cristall, Advisor, Communications and Corporate Social Responsibility
  5. Best practices to enhance boardroom diversity.
    Hamilton Community Foundation - Anne Lupkoski, Corporate Secretary and Executive Assistant
  6. Best practices in strategic planning, oversight and value creation by the board.
    Royal Bank of Canada - Karen McCarthy, Assistant General Counsel & Director of Board Planning and Carol McNamara, VP, Associate General Counsel and Secretary
  7. Joyce Borden-Reed CSCS distinguished contribution award.
    Sylvia Groves, President and Creative Director, Governance Studio
  8. Best overall corporate governance.
    BC Cancer Foundation - Doug Nelson, President and CEO and Leslie Landell, Director Corporate Governance and Grant Allocation
    MTS Allstream - Paul Beauregard, Chief Administrative officer and Corporate Secretary
  9. CSCS Peter Dey governance achievement award.
    Stephen Jarislowsky and Claude Lamoureux (Co-Founders of the Canadian Coalition for Good Governance) [Peter Dey accepting on behalf of winners]

CSCS wants to thank and acknowledge our sponsors for their support of this second annual awards ceremony as well as our judges. We invite you to review the report of the judges which provides their thoughts behind the selection of the winning organizations. We hope it can be used as a reference for best practices for all organizations and to encourge those who are doing the right things to submit a nomination next year Click here to view the report.

 

We look forward to launching the 2015 Excellence in Governance Awards nominations process shortly. These will be handed out at the 17th CSCS Annual Corporate Governance Conference at the Fairmont Queen Elizabeth Hotel in Montreal on Sunday, August 16, 2015. Be sure to watch your CSCS emails for more on nominating your organization..

 

Be sure to check your CSCS emails to find out more about how to enter and nominate your organization!

  
Lynn Beauregard
President 


OUR 2014 EXCELLENCE IN GOVERNANCE AWARD WINNERS:
Best sustainability, ethics and environmental governance program
ATB Financial - Stuart McKellar (left), General Counsel, VP Properties and Corporate Secretary with Sponsor Richard Rohan, Vice President Corporate Sales, TMX Group
Best use of technology in governance, risk and compliance
Royal Bank of Canada - Lucille D'Souza (left), Assistant General Counsel and Head, Subsidiary Governance Office with Sponsor Renee Walton, Managing Director, North America, The Corporate Secretary Magazine
Best approach to board and committee support
ATB Financial- Stuart McKellar (left), General Counsel, VP Properties and Corporate Secretary with Sponros Gigi Dawe, Principal, Research and Guidance and Support Leader, Corporate Oversight and Governance, Chartered Professional Accountants of Canada
Best practices in strategic planning, oversight and value creation by the board
Royal Bank of Canada - Carol McNamara (right), VP, Associate General Counsel and Secretary with Sponsor Catherine Gardiner, Director for the Directors College
Joyce Borden-Reed CSCS distinguished contribution award
Sylvia Groves (left), President and Creative Director, Governance Studio with David Masse, Chairman, CSCS
Best stakeholder engagement by a governance team
Bombardier Inc - Dominique Cristall (right), Advisor, Communications and Corporate Social Responsibility with Sponsor Tony Branco, Director, Business Development, NYSE Governance Services
Best practices to enhance boardroom diversity
Hamilton Community Foundation - Anne Lupkoski (right), Corporate Secretary and Executive Assistant with Sponsor Andrew MacDougall, President, Spencer Stuart Canada
Best overall corporate governance
BC Cancer Foundation - Doug Nelson (left), President and CEO with Sponsor Jeffry Powell, Executive Vice President and Director of Sales, Diligent Board Member Services
Best overall corporate governance
MTS Allstream - Paul Beauregard (right), Chief Administrative officer and Corporate Secretary with Sponsor Jeffry Powell, Executive Vice President and Director of Sales, Diligent Board Member Services
CSCS Peter Dey governance achievement award
Peter Dey, Chair, Paradigm Capital with Sponsor Paul Lessard, Sales Director for Western Canada, RR Donnelley accepting on behalf of Stephen Jarislowsky and Claude Lamoureux
CSCS Peter Dey governance achievement award
Stephen Jarislowsky (centre), with Lynn Beauregard, President, CSCS (Left) and David Masse, Chairman of the Board, CSCS (Right)

CONFERENCE UPDATE

 

One month ago CSCS welcomed a total of 372 participants to their Annual Corporate Governance Conference: 300 conference attendees; 58 companions; and 14 award evening attendees. The last time we were in the west (Vancouver, BC in 2012) our attendance was 352 making 2014 a record-breaking attendance year. 

 

Each and every year our members, sponsors, partners and speakers keep surprising us with their own commitment to making this conference a success. For this, a great big THANK YOU! 

 

Our success is clearly your success. The more we continue to grow, the more programming and networking opportunities we can build together and the better become a stronger organization for governance professionals. 

 

If you're looking to be more involved with the conference, specifically the programming and content, we will be sending out a Call for Presentations soon, as well as canvassing our members and past attendees on speaker suggestions and topic submissions. We want to hear from you so that we can create the best conference program for you next year, so be sure to take a few minutes to submit your suggestions and proposals. 

 

Every year we are truly thankful for the continued support of our loyal sponsors and we want to continue to cultivate these relationships with extended added value, networking and exposure opportunities. We will be updating and issuing a new annual sponsorship package by mid-October. Expect the same diverse variety of package opportunities with extended added value components and even a few new options to explore. Stay tuned for more! 

 

Be sure you plan to join us for the 17th Annual Corporate Governance Conference MARK YOUR CALENDAR for August 16 - 19, 2015 in Montreal, QC at the Fairmont Queen Elizabeth.  We are looking forward to the upcoming conference planning and seeing you all in Montreal!

 

Tina Hutchinson  

Manager, Events & Special Projects 

Thank you to our 2014 Conference Sponsors!




  
MEMBERSHIP NEWS
CSCS' Board of Directors Re-elected

On August 25th, the annual Canadian Society of Corporate Secretaries' member meeting members was held in Banff. The previous board members were re-elected. David Masse will remain as Chairman of the Board.

The following overview shows all officers and directors:
  • Chairman of the Board: David Masse, CGI Inc. 
  • Secretary: Madeleine Bertrand, Royal Canadian Mint 
  • Treasurer: Janis McKenzie, Sun Life Financial Inc. 
  • Governance Officer: Misti Christensen, Nexen Energy ULC 
  • Directors at Large: Mary Batoff, Torex Gold Resources Inc.
                                      Meg Comiskey, Vancouver Airport Authority 
                                      Leah Fitzgerald, Enbridge Pipelines Inc.
                                      Laurel Savoy, CST Trust Company 
2014 CSCS Board members, from left to right: Madeleine Bertrand, Leah Fitzgerald, Janis McKenzie, David Masse, Lynn Beauregard, Misti Christensen, Laurel Savoy & Mary Batoff. Absent: Meg Comiskey
 
CSCS MEMBERSHIP RENEWALS

On November 1st, CSCS members, with personal renewal dates (PRDs) of December 31st, will receive notification of their pending 2015 membership renewal, payable before year end. Just as a reminder:

  • The individual - not their organization - holds membership in CSCS. A member's status is not affected by changes in duties, company affiliation or retirement.
  •  All memberships are in effect for 12 months and are not pro-rated.
  • To avoid a lapse membership and ensure uninterrupted access to all benefits, membership renewal is required by the member's PRD.
  • In an effort to save postage, time and materials, paper invoices will NOT be mailed.
Not a CSCS Member?

If you are not yet a CSCS member, consider joining.

Our members work on the front lines of governance. CSCS' programs are designed to support corporate secretaries and governance professionals and to enhance the importance of the key role which they play in their organizations across all sectors of industry. Our mission is to advance and promote the governance profession in Canada and to serve the needs of the corporate governance professional through resources, tools, best practices, key updates regarding the governance profession, professional development initiatives and networking.  A CSCS membership helps advance the governance profession and supports corporate secretaries and governance professionals in many ways including:
  • professional development sessions across all levels, from seasoned practitioners to those new to the field;
  • on-line discussion forums;
  • our annual corporate governance conference;
  • Governance Matters, our e-newsletter; and
  • networking opportunities.

Click here for our on-line application and join today!

 

UPCOMING CSCS Professional Development SESSIONS
The Board's Must Win: CEO Succession Planning
Toronto: October 28, 2014 | Vancouver: December 8, 2014 | Calgary: December 9, 2014

Effective CEO succession planning is critical to the successful life of the organization and one of the board's most important undertakings. This session will provide an overview of why this responsibility is important to how boards can improve their overall succession preparedness. . . (Read More)

Governance Essentials for the Corporate Secretary: Two-Day Seminar
Toronto: November 3-4, 2014 | Available as webcast

This two-day seminar is a great way to get up to speed or to expand your corporate secretariat skill set. It will examine the responsibilities, roles and accountabilities of the corporate secretary's position, explore best practices and provide practical solutions to current governance challenges. This session will be of great benefit to you if you are new to the profession or provide a great refresher and updates to someone responsible for governance processes and/or compliance processes in your organization. . . (Read More)

Vancouver Corporate Governance Exchange
Vancouver: November 20, 2014

Join leading industry experts and a community of senior-level in-house governance professionals, to discuss the most important issues affecting public issuer company directors and executives. This highly interactive program brings together board directors, corporate secretaries, general counsel, institutional investors and highly respected corporate advisors, for a half-day of discussions, networking and peer exchange. . . (Read More)

The Board's Emerging Oversight Role in Corporate Sustainability and Corporate Social Responsibility
Vancouver: November 27, 2014 | Calgary: November 28, 2014

This session will provide an overview of corporate social responsibility and sustainability and the emerging board oversight role in corporate non-financial performance. As social and environmental factors become increasingly material to shareholder value, good governance evolves to address the board's sustainability mandate. Learn about this emerging trend. . . (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

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.

 

Robert's Rules - Anyone have a 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.

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.

NEWS AND UPDATES
Board service isn't about you
Jeff De Cagna

If you currently serve on an association or non-profit board, or aspire to do so, let me share with you the most important lesson I have learned from years of board service.
It's not about you.

Read More

Trends and Predictions in Canadian Proxy Contests
Norton Rose Fulbright Canada LLP.

Kingsdale Shareholder Services has released its 2014 Proxy Season Review. In its report, Kingsdale discusses trends observed in 2014, predictions for the future, and gives its key recommendations for companies in the Canadian marketplace. In reviewing 2014 and comparing it to the previous year, Kingsdale observes:

Read More

Effective ERM Sustainment And Social Media Risk
MNP LLP.

Today, the marketplace is exhibiting with greater frequency what the 2008 financial crisis crystallized: volatility and risks are arising more often and from more varied sources. In particular, rapidly evolving technology and flourishing social media are spawning new risks that must be assessed with particular vigilance.

Read More

The Top 5 Corporate Governance Best Practices That Benefit Every Company
McInnes Cooper

Many believe that only public companies or large, established companies with many shareholders need to be concerned about, or can benefit from, implementing corporate governance practices. The reality is that all companies - big and small, private and public, early stage or established - compete in an environment where good governance is a business imperative. One size doesn't fit all, but right-sized governance practices will positively impact the performance and long-term viability of every company.

Read More

Canadian securities regulators announce results of continuous disclosure reviews for fiscal 2014
Canadian Securities Administrators

Toronto - The Canadian Securities Administrators (CSA) today published Staff Notice 51-341 Continuous Disclosure Review Program Activities for the fiscal year ended March 31, 2014, which summarizes the results of the CSA's continuous disclosure (CD) review program.

There are approximately 4,000 active reporting issuers in Canada (excluding investment funds), that are subject to full and issue-oriented reviews as part of the CSA's ongoing CD review program.

Read More

BC, Ontario, Saskatchewan, New Brunswick and Canadian governments take further steps towards cooperative capital markets regulatory system
Norton Rose Fulbright Canada LLP.

The Canadian minister of finance recently announced that British Columbia, Ontario, Saskatchewan, New Brunswick and the Canadian federal government (the Participating Jurisdictions) have signed a memorandum of agreement formalizing the terms and conditions of a cooperative capital markets regulatory system (the Cooperative System). The publication of the memorandum of agreement is accompanied by consultation drafts of uniform provincial securities legislation and complementary federal legislation. Capital markets in Canada are currently regulated by separate securities authorities in each of the 10 provinces and 3 territories of Canada.

Read More

Canadian Securities Administrators Propose Significant Amendments to Take-Over Bid Regime
Osler, Hoskin & Harcourt LLP.

The Canadian Securities Administrators (CSA) have announced that they intend to publish for comment amendments (the Proposed Bid Amendments) that, if implemented, will result in significant changes to the take-over bid regime in Canada.

Under the CSA proposal, which is expected to be published for comment in the first quarter of 2015, all non-exempt take-over bids (including partial bids) will be subject to the following "50-10-120" requirements:

Read More

TSX Formalizes Position on Equity Compensation Plans for Target Employees and Tightens Backdoor Listing Rules
Torys LLP.

The Toronto Stock Exchange (TSX) is formalizing its position on equity compensation plans for target employees in connection with M&A transactions and is also amending its backdoor listing rules.1 These changes become effective on October 1, 2014.

Read More

Diversity 50

The Canadian Board Diversity Council (CBDC) has created Canada's only national database of qualified, diverse candidates for corporate board of director appointments - Diversity 50. After two years, in collaborating with the 12 Diversity 50 CEOs/Chairs, we have a database of 100 top, board-ready candidates for corporate board service. On October 16, we will be releasing the cohort of 50 for 2014.


For more information: http://www.boarddiversity.ca/diversity-50

 




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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:-

Board Governance Coordinator
Toronto District School Board
 
Corporate Secretary (Volunteer Position)
The Shoebox Project for Shelters
 

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
Toronto: October 28, 2014
Vancouver: December 8, 2014
Calgary: December 9, 2014
 
Governance Essentials for the Corporate Secretary: Two-Day Seminar
Toronto: November 3-4, 2014
Available as webcast
 
Vancouver Corporate Governance Exchange
Vancouver: November 20, 2014
 
The Board's Emerging Oversight Role in Corporate Sustainability and Corporate Social Responsibility
Vancouver: November 27, 2014
Calgary: November 28, 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
 
HAY GROUP
Corporate Governance Webinar
Friday, October 3, 2013
 
ROTHMAN SCHOOL OF MANAGEMENT
Major Challenges in Today's Boardrooms
Saturday October 25th, 2014
 
 
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


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.

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