THE NEWSLETTER  FOR THE CANADIAN SOCIETY OF CORPORATE SECRETARIES  
JUNE 2015
president's Message 

Dear CSCS Member,


I am very pleased to announce that the shortlist for the 2015 CSCS Excellence in Governance Awards has been finalized!

 

The CSCS EG Awards recognize the important contribution that governance professionals make to the best practices that build shareholder and stakeholder value in Canadian organizations across sectors and industries.


We received over 80 nominations in the categories listed below:

  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 strategic planning, oversight and value creation by the board

  7. Best overall corporate governance

To see the companies who have been shortlisted in each of these categories CLICK HERE.

The final award winners will be announced and celebrated on August 16, 2015 at the Fairmont Queen Elizabeth in Montreal, at the opening dinner of CSCS' 17th Annual Conference. For further details on the conference and to register for the conference or for the awards ceremony and dinner, CLICK HERE.

CSCS would like to acknowledge the contribution of the Canadian Corporate Counsel Association (CCCA) to the shortlisting judging. We thank the following individuals who volunteered a considerable amount of time and effort in reviewing the submissions: Wendy King, Vice President, Legal, Risk & Governance, Capstone Mining Corp., Jamie Patterson, Corporate Counsel, Group Medical Services, Christine Staley, Director of Professional Development, Canadian Corporate Counsel Association, Sheldon Stener, General Counsel and Corporate Secretary, Federated Co-operatives Limited, Terri Uhrich, Vice President, Legal Affairs, K+S Potash Canada and judging facilitator Brendan Sheehan, Founder and President, The Illawong Group.

The Excellence in Governance Awards final jury panel is composed of seasoned and well-respected governance experts from across Canada and include: Geoffrey D. Creighton, Senior Vice-President, General Counsel and Secretary and Chief Compliance Officer, IGM Financial Inc.; Gigi Dawe, Principal, Risk Oversight and Governance, National Practice Leader, Governance Strategy and Risk, CICA; Sylvia Groves, President and Creative Director, Governance Studio; Richard Leblanc, Associate Professor, Law, Governance & Ethics, Faculty of Liberal Arts and Professional Studies, York University; Carrie Mandel, Lawyer and Consultant, North American Legal, Compliance and Regulatory Practice, Spencer Stuart ; Paul Schneider, Manager, Corporate Governance, Ontario Teachers' Pension Plan (OTPP); Elizabeth Watson, QC, Founder and President, Watson Inc.; Honorary Judge: Peter Dey, Chairman, Paradigm Capital, and Master of Ceremonies for the Awards celebration: David Beatty, Conway Director, Clarkson Centre for Business Ethics and Board Effectiveness.

CSCS is committed to supporting and enhancing the role of the corporate secretary and governance professionals in Canada and we are proud to be able to do so through these important awards. The Society's members work on the front lines of governance and the organization is well positioned through reputation, influence and representation, to celebrate the practice of good governance in Canada. We are very pleased with the excellent show of support for this third annual program and look forward to announcing the finalists in August.

For more information about the awards, visit www.cscs.org/EGA and for more information about the CSCS annual conference and program, visit: www.cscs.org/AnnualConference.

I hope that you will join us in August in Montreal for this exciting event and for our conference!

  
Lynn Beauregard
President 

CONFERENCE UPDATE
Have you registered yet? If not, we have good news for you!

The early-bird discount is available for one additional week! 

 

Summer is officially here and the CSCS Conference is fast approaching!

For those of you who haven't yet done so, register on or before July 4 and save with the early-bird extension!

 

 

Members:Regular rate: $1,390Early-bird rate: $1,265
Partners:Regular rate: $1,810Early-bird rate: $1,645
Non-members:Regular rate: $2,020Early-bird rate: $1,835


*Plus applicable taxes.

  

For the complete conference program, including our keynote features, click here.


 

Don't delay - Register today!

 

Save more with a CSCS membership!
Become a CSCS member today and save immediately on your conference registration.

 

The member conference registration ($1,265) price PLUS a CSCS membership ($495) is more cost effective than the conference non-member registration alone ($2,020) - a savings of $260!

 

For more information and how to join CSCS, click here: www.cscs.org/join

I look forward to seeing you in Montreal, August 16-19!

 

Check out the complete Annual Sponsorship and Partnership Package here.

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 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.

 

Confidentiality Agreements for Board Member Assistants

Does your company request that the assistants of its outside Board members sign a confidentiality agreement? Would your answer differ if they had access to the company's web-based board portal?

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 Essentials for the Corporate Secretary: Two-Day Seminar
Toronto:  November 3-4, 2015 | Also available in Webinar


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

 

Olga Kasjanova

Manager, Professional Development & Special Projects, CSCS
events@cscs.org

416-921-5449 / 1-800-774-285

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The Rise of the For-Profit, Socially-Responsible Corporation in Canada
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Corporations want to be viewed as socially responsible enterprises for many reasons: it is good for business; it attracts and helps retain motivated employees; it has the chance of attracting additional investment from impact investors and it links entrepreneurial skills and drive for financial gain with environmental, social and governance impacts.

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Technology is improving at a rapid pace, which has an obvious and corresponding effect on the mediums through which we communicate. Recent developments in telecommunications technology have increased the ability of a corporation to manage the ease and flow of communication between its decision-makers, employees and service providers. This has the direct effect of increasing both the efficiency and the effectiveness of organizations. One such development is technology that permits corporations to hold electronic meetings that are comprised of numerous individuals participating from various locales. This conferencing technology has proven to be valuable to charities and non-profit organizations (NPOs) that maintain a broad public membership. This article canvases some of the practical and legal considerations that charities and NPOs should consider when holding virtual meetings.

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CCGG Issues 2014 Annual Report
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The Canadian Coalition for Good Governance (CCGG) has released its 2014 annual report setting out its governance priorities and projects for 2015/16.

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Deferred Prosecution: Why Canada should adopt the U.K. Judicial Model
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Over the past weeks there has been a lively debate in Canada's national newspaper, The Globe and Mail, about the efficacy of so-called deferred prosecution agreements (DPAs) and, more specifically, on whether Canada should adopt a DPA regime as part of its toolkit for responding to corporate wrongdoing.

Read More

Directors' duties in M&A
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Directors have clear duties when acting for the corporation, particularly when choosing whether to engage in M&A. Below is a brief summary of what duties directors owe to the corporation and how directors can uphold them in M&A.

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Getting a Seat at the Table: Proxy Access is Coming to Canada
Bennett Jones LLP

The topic of proxy access, or the ability of shareholders to nominate directors to the board, has again come to the fore of the Canadian corporate governance debate. The Canadian Coalition for Good Governance (CCGG), an organization whose members include pension funds, mutual funds and other money managers, recently proposed amendments to the Canada Business Corporations Act (CBCA) to strengthen the ability of shareholders to nominate directors of federally incorporated Canadian companies. This proposal comes on the heels of increased U.S. proxy access activity arising from the New York City Comptroller's Boardroom Accountability Project, a campaign to give shareholders more say in how U.S. corporate boards are elected.

Read More

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At a recent presentation at the Davies Academy for Continuing Professional Development, Davies partner Luis Sarabia and Davies affiliated scholar Poonam Puri discussed recent legal proceedings in which courts have been asked to hold parent companies directly liable in negligence for the actions of their subsidiaries. Read Parent Company Liability in Tort for the Actions of Foreign Subsidiaries.

Read More

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Events & workshops

 

CANADIAN SOCIETY OF CORPORATE SECRETARIES

 

Governance Essentials for the Corporate Secretary: Two-Day Seminar
Toronto:
 November 3-4, 2015
 
For complete list of CSCS events click here
 
CHARTERED SECRETARIES CANADA
 
For complete list of ICSA events click here
 
 
visit our sponsors

The CSCS Annual Sponsorship Package has a new, updated look this year. We've added more visibility levels and expanded on the value for each opportunity. The package still includes the Excellence in Governance Awards, Annual conference, professional development, website, e-newsletter and a few other opportunities.


Talk to us about customizing your own bundle!

For the complete 2015 Annual Sponsorship package, click here.

advertise with us

Are you interested in advertising your product, service and/or business to the CSCS market.
Our website and monthly
e-newsletter both offer the opportunity to reach our targeted market.

 

Contact any one of the CSCS staff members to discuss your options today!

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:-
 
Corporate Law Clerk
IKO Industries Ltd.
 
Corporate Secretarial
Lucara Diamond Corp
 

Please login to www.cscs.org to view all the Job Postings. 
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  
Independent Board
Brampton, 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
Richmond, 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
 
Publications

 

Canadian Corporate Secretary's Guide


Wolters Kluwer's Legal & Regulatory division has sold its Legal publishing assets in Canada to LexisNexis. The Canadian Corporate Secretary's Guide is part of that portfolio. 


 

CSCS is currently negotiating with LexisNexis to continue both the various publications agreements and the relationship we had had with Wolters Kluwer for more than 20 years.


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