THE NEWSLETTER  FOR THE CANADIAN SOCIETY OF CORPORATE SECRETARIES  
APRIL 2014

president's Message 
Dear CSCS Member,

LAST DAY to Register for early-EARLY-bird and save for the CSCS 2014 Banff Conference!!

 

The CSCS Conference is the Premier Annual Corporate Governance Event in Canada. Join us this year in beautiful Banff, Alberta at the Fairmont Banff Springs Hotel August 24th to 27th for the best CSCS conference yet! Featuring three days of discussions on top-of-mind issues on the evolving corporate governance landscape, this event is not to be missed!

 

This year we are also celebrating the 20th anniversary of the Canadian Society of Corporate Secretaries - Over these past two decades, CSCS has become the main forum in Canada for corporate governance professionals across all industries and sectors to obtain for learning, resources, governance updates, professional development and networking.

 

The CSCS Annual Corporate Governance Conference is the organization's flagship event which offers a national forum for networking, and an invaluable opportunity to exchanging ideas, discussing current trends and challenges and exchanging best practices with leading governance experts and practitioners. This event attracts over 300 corporate secretaries and governance professionals, senior level executives and managers from organizations large and small, and across all sectors in Canada. 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 service providers under one roof, on our exhibitor floor or throughout the conference. Check out our list of sponsors on our website.


With top keynote speakers, plenary sessions, workshops and roundtable discussions, the program will focus on the most relevant topics within each of three streams: Critical Issues in Governance; The Board and the Corporate Secretary; and Practical Matters for the Corporate Secretary. Whether from a large or small issuer organization, a crown corporation or a not for profit organization, the program has been designed to allow every delegate to tailor their own learning and make the most of their conference experience. For more details on the conference program, go to: www.cscs.org/AnnualConference.

 

Here is what your colleagues are saying about their CSCS conference experience:

"The annual CSCS conference provides a unique and important opportunity for professional development with both peers and experts that is not found elsewhere. The 2013 conference was great - interesting speakers and topics covered were diverse and gave lots of opportunity for discussion and reflection.  I'd recommend tis conference to both emerging and seasoned corporate secretaries   There are always opportunities to learn and evolve."

- Michelle Chawla, Corporate Secretary, The Canada Council for the Arts

 

"For me, the biggest benefit of the CSCS Conference is the chance to chat with peers and to receive reassurance that we are not alone in the challenges we face"

- Linda Sabine, Law Clerk, Home Trust Company

 

"I gained a lot of useful knowledge at the conference to bring back to my organization in the hope of being able to find acceptance and recognition of new ideas and processed." 

- Diana Mason-Stefanovic, Vice-President and Corporate Secretary, Asta Corporation

This year also marks the second annual Excellence in Governance Awards ceremony which will take place during the opening kick off dinner for the conference, on Sunday August 24th at the Fairmont Banff Springs Hotel. Last year's inaugural Excellence in Governance Awards was a huge success and recognized the best governance practices in organizations across 8 award categories. For more information on the awards, go to: www.cscs.org/awards

 

Check out the complete conference agenda here and register today! 

 

Look forward to seeing you in Banff in August!

Sincerely,

Lynn Beauregard
President
Canadian Society of Corporate Secretaries

PS:  Don't forget to check out and register for one of our upcoming Professional Development sessions:
CONFERENCE UPDATE

Last call for Early-EARLY-bird registration!

Deadline: April 30

This is your last call for additional savings for the 2014 CSCS Conference. Early-early-bird registration will close April 30.

Members - $1,095
Partner & Not-for-Profit Organizations - $1,425
Non-Members - $1,590


The CSCS Annual Conference is the leading event on corporate governance in Canada.

This year we will be in beautiful Banff, AB at the Fairmont Banff Springs, August 24 - 27, 2014. Our content will feature three themes: Critical Issues in Governance; The Board and the Corporate Secretary; Practical Matters for the Corporate Secretary. We will also be celebrating CSCS' 20th anniversary.

 

For the preliminary conference agenda, click here. 

 

Join us for the 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!

 

Sponsor 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.

 

Tina Hutchinson  
Manager, Events & Special Projects 

MEMBERSHIP NEWS
NEW or RETURNING MEMBERS

CSCS is pleased to welcome new or returning members:

  • Lyn Brown, BC

  • Brenda Collins, Bit Stew Systems Inc., BC

  • Esther Ewing, Partner, Big Tree Strategies, ON

  • Elaine Hall, Executive Assistant, Credit Union Deposit Guarantee Corporation, AB

  • Jenny Hoffman, Director Legal Services, Governance and Assistant Corporate Secretary, Cameco Corporation, SK

  • Annie Laurenson, Corporate Secretary, Chieftain Metals Corp., ON

  • Ben Magarik, Sustainability Practice Leader, ISS Corporate Services, MA

  • James McLandress, General Counsel & Corporate Seretary, Winnipeg Airports Authority Inc, MB

  • Anne Pashley, Vice-President, Finance & Administration, Ontario Trillium Foundation, ON

  • Sheldon Stener, General Counsel and Corporate Secretary, Federated Co-operatives Limited, SK

  • Wendy Tysall, Secretary-Treasurer/CFO, Law Society of Upper Canada, ON

  • George White, Managing Partner - Patterson Law, Corporate Secretary - Stanfield's Limited, NS

  • Cynthia Yungwirth, Corporate Secretary and Privacy Officer, Genome Prairie, AB

 

Not a CSCS Member?
If you are not yet a CSCS member, please 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 inducing:
  • 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!

 

CSCS 2014 Professional Development 
Governance Essentials for the Corporate Secretary:
TWO-DAY SEMINAR
Calgary (May 29 - 30, 2014)  |  Toronto (November 03 - 04, 2014)
 
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.  

Topics Will Include:

  • Fundamentals of corporate governance
    • legal and regulatory framework for governance in Canada
    • director roles and responsibilities
    • board composition and board effectiveness
    • board and management relations
    • shareholder and stakeholder engagement
    • current governance issues and how to stay informed
  • The role and duties of the corporate secretary
    • managing meetings, schedules, agendas, materials and minutes
    • board logistics and communication
    • annual meeting planning and preparation
    • reporting channels and managing board and management expectations
    • providing advice on corporate governance issues
  • Managing and adding value to board processes
    • understanding ethics, risks and liabilities
    • independence, conflicts of interest and related personal transactions
    • directors' insurance and indemnification concerns
    • advice and resources for discharging corporate governance duties
    • board performance, evaluation and succession planning
    • board orientation and onboarding

Read More!


 
Enterprise Risk Management for Corporate Secretaries

Toronto -  June 02, 2014

 
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

 

For complete list of CSCS events click here
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.

 

Paying for the Directors' Continuing Education

How do other companies handle expenses for directors continuing education/professional development? Is there a set dollar amount established? if the director is on more than one board, should the cost be split between the companies?

Directors: Leave of absence from office

Has anyone incorporated a director's leave of absence from office into their bylaws? If so, is this a vacant position for one year? Or is the director replaced for a one-year term?

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
Canadian Regulators enter into agreement with CFTC to enhance cross-border supervision
Canadian Securities Administrators

CALGARY - The Alberta Securities Commission (ASC), the British Columbia Securities Commission (BCSC), the Ontario Securities Commission (OSC), and the Autorité des marchés financiers (AMF) have entered into a Memorandum of Understanding (MOU) with the U.S Commodity Futures Trading Commission (CFTC) aimed at enhancing the cross-border supervision of firms that operate in both countries.

Read More

CSA Releases Crowdfunding Proposals for Comment
Osler, Hoskin & Harcourt LLP.

On March 20, 2014, the Canadian Securities Administrators (CSA) published a notice (the CSA Notice) announcing the release for comment of two proposed equity crowdfunding prospectus exemptions. Some provincial securities administrators released for comment the proposed Multilateral Instrument 45-108 respecting Crowdfunding (the Crowdfunding Exemption) with accompanying policy statement; others released for comment a proposed Blanket Order respecting Start-Up Crowdfunding Prospectus and Registration Exemption (the Start-Up Exemption).

Read More

Ontario Securities Commission Notice 11-769 - Statement Of Priorities
Ontario Securities Commission

REQUEST FOR COMMENTS
REGARDING THE STATEMENT OF PRIORITIES
FOR FINANCIAL YEAR TO END MARCH 31, 2015

The Securities Act requires the Commission to deliver to the Minister and publish in its Bulletin each year a statement of the Chairman setting out the proposed priorities of the Commission for its current fiscal year in connection with the administration of the Act, the regulations and rules, together with a summary of the reasons for the adoption of the priorities.

Read More

Mandatory reporting standards for payments by extractive industry companies
Dentons LLP.

The Government of Canada recently issued a Consultation Paper regarding proposed mandatory reporting standards (the proposed standards) for payments by extractive industry companies to governments, both domestic and foreign, and including Aboriginal entities.1 The proposed standards are Canada's implementation of a commitment made at the 2013 G8 Summit2 and reflect similar initiatives in several other countries, including the US through the Dodd Frank Act and the European Union (EU) through its Transparency and Accounting Directives.

Read More

Vote-counting formulas: at odds with shareholder engagement?
Corporate Secretary

For all the heightened attention companies are giving to shareholder engagement, it's curious that more than half the firms in the Russell 1000 Index continue to disadvantage shareholder proposals in the formulas they use when counting proxy votes.

Read More

Rising shareholder activism around executive pay & severance policies
Corporate Secretary

The idea of shareholder-driven direct democracy is being hotly debated in the governance arena. Shareholders are flexing more muscle this proxy season when it comes to executive compensation and insisting on more say about golden parachutes as well.

Read More

Proactive Business Judgment in Proxy Contests
Norton Rose Fulbright LLP

In a contest for shareholder support, control of the narrative is crucial, and the difference in perception between a board acting decisively to protect shareholders' investments, and a board willing to do or say anything to hold onto control, can be one of timing. A board that acts proactively, supported by expert advice and a cogent rationale, invites the conclusion that it has exercised its judgment in the best interests of the company, but a board that acts defensively in reaction to a dissident risks the inference that its decisions are influenced by the directors' desire to keep their jobs.

Read More

The Globalization of Shareholder Activism
Norton Rose Fulbright LLP

The shareholder activist arena has traditionally been within the U.S. capital markets, where a history of public and high-profile activist campaigns has resulted in the establishment of well-known activist players and has led to the rise of proxy advisors and solicitors. Canada has witnessed both U.S. and domestic players becoming increasingly involved in activist campaigns within Canadian capital markets. In this context, the "rise of shareholder activism" has been a relatively North American phenomenon.

Read More

Canadian securities regulators publish for comment guidance for proxy advisory firms
Canadian Securities Administrators

Montreal - The Canadian Securities Administrators (CSA) today published for comment proposed National Policy 25-201 Guidance for Proxy Advisory Firms (Proposed Policy).

Read more

Update on the CNCA Continuance Process
Miller Thomson LLP.

For federally incorporated non-profit corporations (both charities and NPOs), the deadline for completing their continuance under the Canada Not-for-Profit Corporations Act (CNCA) is approaching rapidly. The continuance must be completed by October 17, 2014. The consequences of non-filing by this date are described below, but include the possibility of dissolution as a corporation and (if applicable) de-registration as a charity.

Read More

The Non-Profit Risk Identification Project Report And Budget 2014 Consultation Measures: A Changing Landscape For Non-Profit Organizations?
Borden Ladner Gervais LLP

On February 17, 2014, the Canada Revenue Agency (the "CRA") released its report (the "Report") on the Non-Profit Risk Identification Project (the "Project") and an accompanying Q&A. Our analysis of the Report and our predictions with respect to the federal government's consultation measures announced in Budget 2014 (the "Consultation") are discussed below.

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 
President and Chief Executive Officer
First Uranium Corporation
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:-

Confidential Secretary
Green Shield Canada (GSC)
 
Governance & Subsidiaries - Senior Law Clerk
Ontario Power Generation

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

 

CANADIAN SOCIETY OF CORPORATE SECRETARIES

 
Governance Essentials for the Corporate Secretary: Two-Day Seminar - Calgary
May 29, 2014
 
 Enterprise Risk Management for Corporate Secretaries
Toronto, June 2, 2014
 
Governance Essentials for the Corporate Secretary: Two-Day Seminar - Toronto
November 03, 2014
 
Also is there a way to advertise the upcoming 20th Anniversary Receptions?
 
CSCS 20th Anniversary Reception - Calgary
 
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


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.  Its 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