THE NEWSLETTER  FOR THE CANADIAN SOCIETY OF CORPORATE SECRETARIES  
JUNE 2014

president's Message 

Dear Member,
http://www.cscs.org/Resources/Pictures/photos/BoardofDirectors/LynnBeauregard.jpg
The 16th Annual CSCS Conference on Corporate Governance, scheduled for August 24-27th at the Banff Springs Hotel, is well on its way to achieving our attendance expectations and breaking records.  I hope that you plan to attend this premier event for Canadian corporate governance professionals.

 

HERE ARE 10 OF THE TOP REASONS TO ATTEND THIS YEAR:

  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.

...OK...ONE MORE REASON:

  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!)

Don't miss the most comprehensive governance conference in Canada. For full program details and to register, click here

 

Our Early-bird registration ENDS TODAY so register NOW!

 

See you in in beautiful Banff in August!

  
Lynn Beauregard
President 


CONFERENCE UPDATE

Last day for early-bird registration: June 30!

Register today here.
 
Registration for the 16th Annual Corporate Governance Conference is well underway - we're already at 214 registrants - but it's not too late for you to benefit from additional savings!

Register up until midnight of June 30 and you will save 10% off the regular registration rate. Click here to get your registration started now!

 


Members

Partner and
Not-for-Profit
Organizations

Non-Members

Early-bird Registration
(May 1 - June 30, 2014)

$1,205

$1,565

$1,745

Regular Registration
(July 1, 2014 and onward)

$1,325

$1,725

$1,925


About the Conference
August 24 - 27, 2014 | Banff, AB | Fairmont Banff Springs

The CSCS Conference is the Canadian conference for corporate secretaries and governance professionals. It provides invaluable opportunities to exchange ideas, to discuss current challenges and to share best practices. We provide relevant up-to-date information about the changing face of corporate governance nationally and internationally. Each year this conference attracts over 350 governance professionals from leading Canadian corporations across sectors and industries.

Agenda
This year the conference features three concurrent themes: Critical Issues in Governance; The Board and the Corporate Secretary; Practical Matters for the Corporate Secretary.

For the complete conference program, click here. 

 

Why you should attend

  • 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.

BONUS - the Conference has been approved for professional accreditation! 

Click here for the complete CPD credit details.


Who should attend
Corporate Secretaries * Assistant Secretaries * Corporate Counsels * CEOs * CFOs Controllers * Shareholder Communications & Investment Relations Professionals Corporate Directors * Board and Board Committee Chairs * Risk & Compliance Officers * NFP Executive Directors

I look forward to seeing you in Banff in August!

Tina Hutchinson  
Manager, Events & Special Projects 

MEMBERSHIP NEWS
NEW or RETURNING MEMBERS

 

CSCS is pleased to welcome new or returning members:

  • Lawrence Barker, Registrar and Corporate Secretary,Immigration Consultants Of Canada Regulatory Council 

  • Lisa Bryson, Assistant Corporate Secretary,Rogers Communications Inc. 

  • Sandra Hubble-Rowland, Owner, SHR Office Management and Bookkeeping 

  • David Kleiman, VP, General Counsel and Corporate Secretary Discovery Air Inc. 

  • Jessica LaCroix, Senior Legal Counsel - Corporate, Nexen Energy ULC 

  • Anne Lupkoski, Corporate Secretary & Executive Assistant, Hamilton Community Foundation 

  • Ross Peever, President and CEO, Welland Hydro-Electric System Corp.

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.

 

Paying for the Directors Continued Education

How do other companies handle expenses for directors continued education? Is there a set amount established? What 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
CCGG Issues 2013 Annual Report
Canadian Coalition for Good Governance (CCGG)

The Canadian Coalition for Good Governance (CCGG) released its 2013 annual report in connection with its annual public meeting held on June 3, 2014. The report sets out, among other things, the CCGG's priorities and projects for 2014 regarding several governance matters.

Read More

A refreshed proposal to streamline disclosure requirements for venture issuers
Gowling Lafleur Henderson LLP

The Canadian Securities Administrators have launched new proposals to amend the disclosure and corporate governance requirements applicable to venture issuers, including the streamlining of the interim MD&A requirements.

Read More

Can Activist Shareholders Spur Innovation in the Technology Sector?

Norton Rose Fulbright LLP

Activist shareholders have been accused of hindering innovation in companies they target. During a 2-3 year activist engagement in a company, activist shareholders focused on pursuing short-term goals may seek to cut costs in the target, maximize profits, then exit quickly, (possibly) with little care for the long-term prospects of the target company. In Hedge Fund Activism and Corporate Innovation(http://papers.ssrn.com/sol3/papers.cfm?abstract_id=2191744) (the Paper), He, Qui and Tang (the Authors) argue that is not necessarily the case, and that in fact activist shareholders can and do spur innovation, especially in the technology sector.

Read More

Update On The New Rules For Non-Profits And Charities: What To Do Now
Pallett Valo LLP

As we advised in our July 2011 newsletter, both the Federal and Ontario governments have enacted new laws that change the way not-for-profit corporations ("NFPs") are governed. This bulletin provides an update and covers some of the things NFPs should be doing to comply with these new regimes.

Read More

Directors' And Officers' Liability Update  Court Considers the Use of Corporate Press Releases during a Proxy Fight
Wardle Daley Bernstein Bieber

In Smoothwater Capital Partners LP Inc. v. Equity Financial Holdings Inc., 2014 ONSC 324, the Court considered whether a corporate press release that responds to allegations of misconduct by a dissident shareholder amounts to "solicitation" of shareholder proxies.

Read More

Why Are Activist Investors Drawn to Canada?
Norton Rose Fulbright LLP

Over the past decade, proxy contests have gone from a once rare phenomenon to a standard feature of the Canadian corporate world and as the number of contests have increased, so too have activists' success rates. To some extent these trends have been driven by greater acceptance of activists' efforts in the wider investment (and particularly institutional investment) community, but they are certainly also a result of the fact that - as Stephen Griggs, Chief Executive Officer of investment fund Smoothwater Capital Corporation, has recently observed (see page 33) - Canadian corporate law rules make it one of the "most activist friendly jurisdictions in the world.".

Read More

Term Limits For Directors
Hansell LLP

Term limits for directors is an emerging issue in Canadian governance. Most investors are cautious about pressing boards to adopt term limits. However, many believe that governance committees should include tenure as one of their considerations in the nomination process. Best practice guidelines in other jurisdictions encourage the adoption of term limits as a means of protecting the independence of the board from management.

Read more

Disclosure and Certification - What's at Stake? Guidance for Directors and Management
Chartered Professional Accountants of Canada (CPA Canada)

Mitigating the risk on corporate disclosures and certifications for publicly traded companies includes having effective board oversight and a certification process. The first publication Guidance for Directors helps board members fulfill their oversight responsibilities and minimize the risk of class action lawsuits about disclosures through appropriate review of CEO and CFO certifications required under the regulatory corporate disclosure regime. It also sets out the elements of a certification process and key questions for directors to ask the audit committee when reviewing their report about the effectiveness of the certification process. Its companion publication Guidance for Management provides direction to management on the establishment, implementation and execution of a formal, documented certification process including the company's responsibilities for the filing of CEO and CFO certifications.
 
NYSE Governance Services Announces 2014 Leadership Award Winners
The Wall Street Journal

New York Stock Exchange Governance Services, a subsidiary of Intercontinental Exchange (NYSE: ICE), today announced the winners and finalists of its inaugural Governance, Risk & Compliance Leadership Awards. The awards program recognizes exemplary leaders in governance, risk and compliance.

Read More

Canadian Not-For-Profit Alert: Canada's Anti-Spam Legislation In Force July 1, 2014
Bull, Housser & Tupper LLP

Canada's Anti-Spam Legislation ("CASL") will come into effect July 1, 2014. CASL applies to every organization in Canada that sends commercial electronic messages, including registered charities and non-profit organizations that use e-mail or text messages to communicate with stakeholders, donors or the public.

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:-

Account executive responsible for broad range of corporate secretarial services;
Wiklow Corporate Services Inc.
 
Manager, Subsidiary Governance;
BMO Financial Group
 
Corporate Secretary, Subsidiaries;
Group of private companies located on Vancouver Island

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