THE NEWSLETTER  FOR THE CANADIAN SOCIETY OF CORPORATE SECRETARIES  
JULY 2014

president's Message 

Dear Memver,
http://www.cscs.org/Resources/Pictures/photos/BoardofDirectors/LynnBeauregard.jpg
Close to 300 registered already and still counting!

 

In case we haven't yet convinced you to join us in Banff this August (24th to 27th) for the 16th Annual CSCS Annual Conference and for the Excellence in Governance Awards Ceremony, here are some testimonials from attendees at last year's event to give you a firsthand account:

'The annual CSCS conference provides a unique and important opportunity for professional development with both peers and experts that is not found elsewhere. Very beneficial and recommended to both emerging corporate secretaries and those
who are more seasoned - there are always opportunities to learn and evolve.'

 

'Thanks for a great conference - interesting speakers and subjects covered were diverse and gave lots of opportunity for discussion and reflection. '

 

'As a first time delegate, I was extremely impressed with both the organization and content of the conference. The opportunities for networking were invaluable. I have made business contacts that I know will be very useful. The closing reception and dinner was fantastic. I had so much fun. Attendance at the CSCS conference will be on my request list for my development plan going forward.'

 

'Kudos to all involved. Hope to see you in Banff. 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 changes we face.'

 

'Thank you for another excellent conference. You work is to be commended. The speakers were excellent and came away inspired. The awards night was a great experience, very professional and elegant.  I liked the paperless decision. '

 

'Thank-you to the CSCS team for providing an excellent conference. Great to see quality speakers and grown of conference. Looking forward to 2014!'

And to make it even harder for you to resist, here are our TOP 11 REASONS TO ATTEND THE CSCS CONFERENCE THIS AUGUST:

  1. Gain insight on governance, risk management, and best practices and board management strategies.
  2. The second annual Excellence in Governance Awards dinner and ceremony - for more information on the awards and the shortlisted companies click here.
  3. Celebrate the 20th Anniversary of CSCS! CSCS turned 20 this year and we are celebrating in style at this annual conference in Banff.
  4. Hear from a top notch cast of over 50 speakers featuring high profile industry leaders and experts, governance practitioners and academics providing the most significant governance updates and best practices.
  5. Hard hitting keynotes  and plenary sessions (such as David Beatty, Peter Dey; the Excellence in Governance Judges panel; the unveiling of the 2014 CSCS-Hay Group Best Practices Survey on Corporate Governance).
  6. Tailor your learning with a streamed program agenda and roundtable discussions addressing the top issues, best practices and key challenges in governance across all sectors and industries in Canada.
  7. Enjoy unparalleled networking opportunities with your fellow attendees including our opening dinner, reception and Awards Ceremony, our breakfasts and lunches with our sponsors and exhibitors, and our fun and casual closing dinner with dancing!
  8. Meet and interact with key industry product and service providers - no other event in Canada gathers such a complete cast of solutions, products and services that cater and support the role of governance professionals and their organizations.
  9. CSCS' annual meeting of members - learn more about CSCS, your membership and how you become more involved.
  10. Take part in the pre-conference tour program, with great options to choose from (including golf round at the enchanting and unique Banff Springs Golf Course) for you and for your family.

...LAST BUT CERTAINLY NOT LEAST:

  1. Experience the Rockies and Banff National Park!...with 6,641 square kilometres of unparalleled mountain scenery nestled in the heart of the magnificent Canadian Rockies, this special destination offers some of the world's most breathtaking views and is the perfect setting for our conference (and a short holiday on the side!)

We are ready to receive you in Banff for another very exciting conference, excellent speakers and sessions and social events to ensure fabulous networking...Don't miss the most comprehensive governance conference in Canada. For full program details and to register, click here!

 

See you in in beautiful Banff in August!

  
Lynn Beauregard
President 


CONFERENCE UPDATE

 

In addition to our conference program of top notch speakers and sponsors, CSCS understands the value of networking with your colleagues and peers. How you network at a conference, any conference, will often determine the quality of your conference experience. Highlighted below are the social programming opportunities for you to target your networking:

Pre-conference Activities
These activities are open to companions and spouses and all attending delegates. We have golf, sightseeing, hiking, horseback riding and white water rafting. Get to know your fellow conference participants in a smaller active activity. For the tour descriptions and details, click here.

 

Opening Reception, Dinner and Awards
CSCS kicks off the conference with a reception in the Exhibitor Hall. The reception is a great way to catch up with the other delegates and get a preliminary look at our vendors and suppliers. Follow us to dinner for our 2nd Annual Excellence in Governance Awards dinner and presentation where every table is an opportunity for socializing. Why not try to sit with a delegate you have yet to meet? Or find a "new attendee" (they will have a blue star on their name badge) and invite them to sit at your table.

 

Exhibitor Hall Meals and Breaks
All meals and breaks will take place in the exhibitor area. Use this time to learn and connect with the CSCS vendors and suppliers, complete the passport program and have a coffee with your conference peers.

 

Casual Evening: Reception, Dinner and Entertainment
This is our last hosted social evening and it will be held at Brewster's MountView Barbecue. Don't be shy and get ready for some gun slingin' Wild, Wild, West fun! This will be a great opportunity to share some laughs and maybe challenge a delegate or two to the fastest draw!

For more information on these activities and the complete details of the conference sessions, check out the agenda here.

 

Looking for more opportunities? Become a CSCS sponsor or partner today!

It's not too late for conference items or the Excellence in Governance Awards. 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.

I look forward to seeing you in Banff in August!

 

Tina Hutchinson  

Manager, Events & Special Projects 

MEMBERSHIP NEWS
Notice of Annual Meeting of Members

 

NOTICE IS HEREBY GIVEN THAT an annual meeting ("Meeting") of members of the Canadian Society of Corporate Secretaries (CSCS) will be held at The Fairmont Banff Springs Resort, 405 Spray Ave, Banff, AB on Monday, August 25, 2014 at 8:45 AM MDT to:

  1. Receive the report of the board of directors;

  2. Receive the financial statements of CSCS for the year ended December 31, 2013 and for the period of January 1, 2014 to March 31, 2014 and the auditor's reports on those statements;

  3. Appoint the auditor for CSCS for the financial year ending March 31, 2015 and authorize the directors to fix the remuneration of the auditor;

  4. Elect the board of directors of CSCS for a term ending at the close of the next annual meeting of members; and

  5. Transact further and other business as may properly be brought before the meeting.

The documents that relate to this meeting are now available in the "members only" area of the website by clicking here.

 

 Any questions and requests for assistance may be directed to CST Phoenix by calling:

 

North American Toll Free Phone: 1-800-301-9629

Outside North America, call collect: 201-806-2222

 

We look forward to once again have CST and CST Phoenix help make our CSCS  August 2014 annual meeting a success by assisting us with their proxy solicitation and scrutineer services.  


NEW or RETURNING MEMBERS

 

CSCS is pleased to welcome new or returning members:

  • Deborah Pacholka, Information Services Corporation, Saskatchewan 

  • Price Joan, Corporate Secretary & EA to the President & CEO, C.D. Howe Institute, Ontario 

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 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
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!

 
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.

 

Director Skills Matrix

We are in the process of recruiting members to our board. We have a current director skills matrix template but find it to be out of date. Does anyone have director skills matrix template(s)/example(s) they would be willing to share?

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
CSA adopt changes to auditor oversight rules

Stikeman Elliott LLP.

 

The Canadian Securities Administrators yesterday released changes to auditor oversight rules designed to enhance the integrity of financial reporting by reporting issuers by repealing and replacing National Instrument 52-108 Auditor Oversight and making other amendments to NI 41-101, NI 51-102, NI 71-102 and their respective companion policies.

Read More

Ontario Court Provides Guidance on Advance Notice Policies
Goodmans LLP.

A recent decision of the Ontario Superior Court of Justice (the "Court") provides important guidance on the drafting and interpretation of advance notice policies and by-laws, which have become widely used by public companies and have featured prominently in recent proxy contests.

Read More

Government advisory council recommends 30% target for women on boards

Stikeman Elliott LLP.

 

Last week, the Canadian government's advisory council studying ways to increase gender diversity on corporate boards issued a report recommending that women make up 30% of corporate boards nationally within five years. The report also recommends, among other things, that a "comply or explain" approach be implemented to incentivize public companies to meet that goal.

Read More

Is CEO Pay Ratio Disclosure Coming To Canada?
Blake, Cassels & Graydon LLP

Last year, the U.S. Securities and Exchange Commission (SEC) approved a proposal that would require U.S. public companies to disclose the ratio of CEO annual compensation to median employee annual compensation. Similarly, the European Commission is proposing the adoption of rules requiring certain publicly traded companies to report CEO pay ratios.

Read More

OSC Flexes Muscles in Proxy Contest Arena
Davies Ward Phillips & Vineberg LLP.

This summer, the Ontario Securities Commission (OSC) demonstrated its regulatory reach in the proxy contest arena. The OSC's statutory mandate is to provide protection to investors from unfair practices and to foster fair and efficient capital markets. The OSC took action on this mandate when it intervened in the battle for control of Partners Real Estate Investment Trust.

Read More

Boards of Directors Modernization Act, Bill S-217
Gowling Lafleur Henderson LLP.

On June 19, 2014, Bill S-217 - An Act to modernize the composition of the boards of directors of certain corporations, financial institutions and parent Crown corporations, and in particular to ensure the balanced representation of women and men on those boards - received second reading in the House of Commons and was referred to the Standing Senate Committee on Banking, Trade and Commerce.

Read More

The Latest (Probably Not Final) Word on CASL and Charities
Davis LLP.

The CRTC has now released new guidance on CASL and charities on its CASL FAQ page (look under the "Registered Charities" heading). The FAQ sheds some more light on how regulators will approach the registered charities "raising funds" exception, which fully exempts electronic messages whose "primary purpose" is to raise funds for a registered charity.

Read More

Charities may be asked for donor lists under CRA proposal floated by minister
The Globe and Mail Inc

Canadian charities would have to turn over lists of their donors' identities to the Canada Revenue Agency under a proposal being floated by the Conservative government.

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 
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:-

Senior Manager, Corporate Affairs Administration
GS1 Canada
 
Co-ordinator, Board Affairs and Shareholder Services
BMO Financial Group
 

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

 

CANADIAN SOCIETY OF CORPORATE SECRETARIES

 
CSCS - 16th Annual Corporate Governance Conference
August 24 - 27, 2014
 
Governance Essentials for the Corporate Secretary: Two-Day Seminar - Toronto
November 03, 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


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