THE NEWSLETTER  FOR THE CANADIAN SOCIETY OF CORPORATE SECRETARIES

JANUARY/ FEBRUARY 2012

 

MESSAGE FROM THE CHAIRMAN

Dear Member,

 

And so begins a new year. A new cycle in the life of a governance professional.

Almost everything we do as governance professionals runs on a cycle. Those cycles are either directly, or indirectly, related to each other. What we do today affects what we do this week, next month, next quarter, and several calendar or fiscal quarters from now.

I think of governance as a very large, exquisitely complex, clockwork. As you begin to understand that clockwork, and the more you understand that clockwork, the better you perform as a governance professional. Each gear becomes familiar. Some make their rounds slowly (like the annual general meeting gear) while others are ticking away like speed walkers.

The fascinating thing is that there are many ways of going about the task of making governance tick. This aspect of my job I sometimes see as paddling a canoe down a river. The smoothest and most efficient route follows the main channel. You go with the flow. There are interesting routes that may hug the shoreline, but the chances of scraping the hull, or meandering, are greater. It's not to say that alternative routes are worse than the mainstream, but they're not as efficient.

One of the constants of this profession (and believe me, it is truly now a profession) is that the subjects we deal with are extremely varied. So the common thread of our shared experience is that time is not our friend. Efficiency is our holy grail. Whether the challenge is avoiding pinched fingers in the cogs and flywheels, or rocks in the shallows, the key to success is to master the art of governance.

The good news is that the art of governance is teachable. Experts in our field have discovered where the swift currents and deep channels lie, and how best to arrange the clockwork to keep things ticking smoothly. Many of those experts are proud to call CSCS home. And they are happy to share their knowledge so that all of us can raise our game.

This year CSCS will be offering more opportunities to help us hone our game skills, to learn from the best, and to share our knowledge and expertise. When you attend our events, we guarantee that you will learn, and that your fellow professionals will learn from you. Together, we contribute to the excellence that is the hallmark of Canadian governance.

I invite you to keep an eye out for our continuing education offerings, and join us. There will be excellent opportunities coming your way in 2012.
   

Regards,

 

David G. Masse
Chairman of the Board

SHAREHOLDER DEMOCRACY SUMMIT - Update 
 

The Shareholder Democracy Summit (the "Summit") is an initiative of the Canadian Society of Corporate Secretaries ("CSCS"). In their capacity as governance professionals our members are on the front line of the relationship between Canadian public companies and their shareholders.


Our members witness first-hand the efforts that issuers make to communicate effectively with their shareholders, and the results of those efforts as shareholders express them by exercising their voting rights and attending annual general meetings.

We know that the current processes of shareholder democracy deliver far less than issuers and shareholders alike have the right to expect.

CSCS has offered to participants and stakeholders in the Canadian capital markets that it will take the initiative of assembling the key players and working diligently and resolutely with them towards a fundamental renewal of shareholder democracy process.

The Summit, (and an earlier Symposium held in Toronto in preparation for the Summit), demonstrate clearly that a consensus has begun to form among participants that the time has come to work collaboratively and vigorously towards a renewed shareholder participation platform.

This Inaugural Report is a first step in that endeavor.

 

Regards,


David G. Masse
Chair, Organizing Committee
CSCS Shareholder Democracy Summit

CONFERENCE UPDATE 
 
Save now by booking Early-EARLY!

CSCS 2012 conference registration is now open 

 

CSCS has a preliminary conference program in place and has now opened it up for early-EARLY-bird registration. Click here to register now

 

New this year is a themed multi-tracked program. We're taking three themes and discussing key, relevant topics within each: Corporate Reporting; Practical Issues for the Corporate Secretary; and Critical Issues in Corporate Governance. There will be enough topics across each sector to make the most of your conference experience, including top notch keynotes, hands on workshops and optional activities for you and your family. Check out the preliminary agenda here

 

And what CSCS conference wouldn't be complete without the great surprises for our opening reception dinner and casual evening. They are well underway and, as always, we'll set the bar high for your social networking opportunities. 

 

Want to get more out of the conference? 

Check out our sponsorship packages for extended added value at the conference.

 

Cheers,

 

Tina Hutchinson
Manager, Events & Special Projects

 

JOIN CSCS

Join an association which is the voice of Corporate Secretaries and governance professionals in Canada   

Membership is at two levels: Individual Members and Corporate Members.

Annual Membership Fees for the year 2012:

  • Individuals: $475 (+ tax) per year
  • Corporate:  $1350 (+ tax) per year for up to 5 individuals within an organization. Additional membership can be added to the bundle at a rate of $300 (+ tax) (per person per year)

How do CSCS Members Participate and Benefit?

  • Advocacy: CSCS serves as a consultative body for businesses, regulatory and government agencies. A strong voice to the stock exchanges and securities commissions nationally.
  • Strategic Alliances: CSCS is allied with international bodies and positioned to provide members with a global perspective on corporate governance.
  • Information Resources: Being effective means being informed. Members receive relevant and timely information.
  • Networking: Members have many opportunities to meet and exchange ideas and experiences with their colleagues. CSCS Membership Directory is an invaluable resource and networking tool.
  • Professional Development: Enhance your skills at seminars, meetings and conferences designed to keep you informed. Continuing education provides you with the tools to advance your career.
  • Corporate Secretary's Guide: Provides information corporate secretaries need daily. Members receive a substantial discount.

 

To learn more about our membership benefits visit www.cscs.org.

 

REQUEST FOR ASSISTANCE
 

A large private company asks:

  1. We are having difficulty finding published documents with respect to benchmarking non-lawyer Assistant Corporate Secretary positions i.e. salary and bonus comparisons in Canada. If anyone could provide any suggestions, we would appreciate it.   

  2. We want to create a policy for Outside Directorships for our Executive. Does anyone have any samples?   
  3. Does your company have a target for legal costs (such as a percentage of revenue or some other form of guideline or target) and if so, what is it? It would be helpful if you indicated the size of your organization; type of business; and whether you are publicly-traded, private or not for profit.

Your Response:

 
Please submit your response by going to CSCS Forum or completing the form below. In order to motivate members to use our forum more effectively, CSCS will appreciate your effort if you can respond using the Forum. 

 

Company Type: *
(ie: Publicly traded, crown corp, not-for-profit, government)
 
Company Size: * (ie: Small, medium, large, issuer based)
 
Responses: *
 


(OPTIONAL)
  Please type in your contact information if you wish to publish it with your response  

Contact Name: 
Job Title: 
Company: 
Email: 
Phone: 

 

Responses will be collated and then forwarded to the members at a later date, as well as being posted on the Request for Assistance Responses in the Members Only area of the website.

To view responses to previous Request for Assistance, please click here or login and click on Members Only Section > Request for Assistance Responses.

CCCA World Summit and National Spring Conference

   

The Canadian Corporate Counsel Association (CCCA) is holding its World Summit and National Spring Conference back-to-back in Montreal from April 13-17. This format will provide delegates with five consecutive days of networking and programming, combining both global and national perspectives. On the evening of April 15, the CCCA will host a joint reception, bringing together both events and featuring Richard Susskind, widely acknowledged as a leading world authority on the future of legal services. Other highlights include keynote talks by Lucien Bouchard, Pamela Wallin, Calin Rovinescu and Yuen Pau Woo, President and CEO of the Asia Pacific Foundation of Canada. For registration and further information please click here: http://www.ccca-accje.org/En/spring/main/default.aspx 
 
NEWS AND UPDATES
 
Director Elections and Shareholder Democracy
McMillan LLP

With proxy season approaching, issues surrounding the election of directors of public companies will once again come to the fore. This article reviews some of the issues regarding director elections that exist and that gained the attention of Canadian securities regulators last year.

Read More

New Executive Compensation Disclosure Rules in Effect for 2012
Goodmans LLP

Heading into the proxy reporting season it is important to pay close and early attention to the new amendments to the executive compensation disclosure rules. The changes will not only affect annual disclosures, but will also require careful advance consideration to plan for those disclosures. The changes (the "Amendments") introduced by the Canadian Securities Administrators (the "CSA") apply to public issuers with financial years ending on or after October 31, 2011 and are in significant measure parallel to changes recently adopted in the United States. The Amendments will require issuers to consider matters such as the composition of compensation committees, the role(s) of compensation advisors, and compensation frameworks as a whole in order to identify and assess any risks inherent in compensation arrangements.

Read More

Quebec adopts material housekeeping amendments to derivatives legislation
Stikeman Elliott LLP

On November 30, 2011, the Quebec Government passed omnibus amendments to financial services legislation under Bill 7, An Act to amend various legislative provisions mainly concerning the financial sector. Bill 7 amends various Quebec statutes regulating the provision of financial services across a broad range of areas such as whistleblower immunity, electronic communications with regulatory authorities, the receivership process for regulated firms, insider trading rules, fraudulent trading and the disclosure of false information to the Autorité des marchés financiers (AMF), Quebec's financial services regulator.

Read More

Remarks at the Transatlantic Corporate Governance Dialogue
by: Chairman Mary L. Schapiro,  U.S. Securities and Exchange Commission

Good morning, welcome to the Securities and Exchange Commission.

It is a pleasure to see so many individuals, from such diverse backgrounds and so many nations coming together in Washington for a dialogue on issues that will affect economies on both sides of the Atlantic.

Read More

Women on Boards: "If that's all there is [to boardroom diversity] my friends, then let's keep dancing".
GMI's 3D Blog

For the record, I am a firm believer that women tend to have distinct cognitive biases from men, offering a healthy and natural counterbalance in the boardroom (and in society). In fact, would like to see at least 3 women and 3 men on every board (more of either gender, even if the numbers are uneven is probably fine), in order to help validate and legitimize their perspectives.

Read More

SMEs, Governance and Directors
LAVERY, DE BILLY, L.L.P

Since the mid-1990s, the promotion of corporate governance has been the subject of various public and private initiatives in Canada. The first of them were aimed at reporting issuers. State-owned corporations and other public sector organizations were targeted next.

As a result of the example provided by these corporations and pressures from funding organizations, donors and sponsors, many not-for-profit organizations (NFPs) followed behind. Similarly, in the case of SMEs not listed on a stock exchange, institutional investors and outside directors also pressured these corporations to adopt minimal governance rules.

Read More

Corporate directors in Quebec in the wake of the economic crisis

LAVERY, DE BILLY, L.L.P

 

The role, and especially the liability, of corporate directors have evolved considerably over the last few decades. Obviously, the financial scandals of the 1990s are largely responsible for this change that began in the United States with the enactment of the Sarbanes-Oxley Act of 2002, prompting Canadian authorities to follow suit with the adoption of more stringent securities regulations. However, most of these changes have, up to now, consisted in implementing requirements dealing with internal control mechanisms and the disclosure of the governance practices of public corporations. Legislators and the courts have not sought to increase directors' duties and liabilities.

Read More

ISS details new approach to evaluate pay-for-performance
Stikeman Elliott LLP

On December 20, Institutional Shareholder Services released a paper outlining its new methodology for evaluating U.S. pay-for-performance in 2012. As we discussed in a November post, the new approach, which will consist of an initial quantitative assessment and, where appropriate, an in-depth qualitative assessment, was first introduced in ISS' updated proxy voting guidelines for the upcoming year.
The quantitative review will include a relative evaluation, which compares CEO pay and performance to peers and is designed to identify outlier companies that have demonstrated a significant misalignment between CEO pay and company performance, and an absolute evaluation that looks at CEO pay trends relative to shareholder return. Where a pay-performance disconnect is identified, a qualitative assessment will follow to determine either the likely cause or mitigating factors in the misalignment.


As we discussed in our blog post October 28, ISS has stated that the new methodology is being considered for Canada.

 
Board Games 2011 corporate governance rankings

Globe and Mail Update

 

These are the results for The Globe and Mail's 10th annual review of corporate governance practices in Canada.

Scores for each category are calculated using a series of questions. See the questions in our methodology.

Read More

Supreme Court Rules Against Proposed Securities Act

Osler, Hoskin & Harcourt LLP

 

In a unanimous judgment, the Supreme Court of Canada has ruled that the proposed federal Securities Act is unconstitutional. The federal government had referred the proposed legislation to the Supreme Court for an advisory opinion before proceeding with its plans to create a Canadian securities regulator in conjunction with participating provinces.

Read More

Amendments To The Statement Of Executive Compensation Form
Fraser Milner Casgrain LLP

On October 31, 2011, various amendments to Form 51-102F6 - Statement of Executive Compensation ("Form 51-102F6") applying to financial years ending on or after October 31, 2011, came into force. The amendments are intended to improve the information issuers provide investors relating to key risks, governance and compensation matters. This article highlights three of the material amendments to the compensation discussion and analysis disclosure required by Form 51-102F6.

Read More

Corporate Governance Due Diligence
Heenan Blaikie LLP

Increasingly, both public and private companies face heightened demands from diverse stakeholders for corporate transparency and accountability. Operating under greater public scrutiny than ever before, many companies are protecting themselves by proactively adopting and implementing corporate governance policies according to what are considered to be best practices.

Read More

Six steps to better shareholder communications
Cross Border Ltd.

Effective communication is a challenge in all aspects of life, but in few cases it is more complicated than between corporate issuers and shareholders. There can be significant confusion and mistrust in this relationship, and the complicated regulatory environment certainly doesn't make things any easier.

Read More

Proxy outlook 2012: say on pay year two
Cross Border Ltd.

Inaugural say-on-pay votes were the biggest wild card for many companies during last year's proxy season - and firms shouldn't expect 2012 to be any different. With a flagging economy driving down earnings, investors are likely to scrutinize rising pay more closely. Insiders say they are also likely to be less tentative in casting 'no' votes because say on pay is now in its second year.

Read More

New Developments in Disclosure Rules for Mining Companies
Goodmans LLP

Effective as of the end of this month the U.S. Securities and Exchange Commission's new disclosure requirements relating to mine safety will take effect. The new rules apply to all SEC-reporting companies, including Canadian companies with securities listed on a U.S. stock exchange

Read More


NOT-FOR-PROFIT NEWS AND UPDATES 
 
Eye on the Ball
Bennett Jones LLP

As boards come under the increasingly intense scrutiny of regulators and activist shareholders, new demands on their time are distracting them from what really matters. Staying focused on what matters isn't as easy as it used to be. These days, directors have to be careful not to allow the priorities and pet interests of governance enthusiasts dominate their agenda, to the detriment of what the directors should really be doing. Published in the October 2011 issue of Lexpert magazine as part of Barry Reiter's regular column.

Read More

Canada Not-For-Profit Corporations Act Now In Force
Norton Rose LLP

The Canada Not-for-profit Corporations Act (the Act) came into force on October 17, 2011. The Act replaces Part II of the Canada Corporations Act and changes the regime governing federal not-for-profit corporations (NFPs). A three-year transition period has now begun and will expire on October 17, 2014. All new incorporations of federal NFPs must now be made under the Act, and existing NFPs currently governed by Part II of the Canada Corporations Act will have to transition to the Act by October 17, 2014, or face mandatory dissolution.

Read More

Ontario Not-For-Profit Companies Need To Act Now
Fasken Martineau Dumoulin LLP

The recent coming into force of the Canada Not-for-profit Corporations Act (the "Canada Act") is a reminder to not-for-profit companies formed under the Ontario Corporations Act (the "Current Act") that the coming into force of the new Ontario Not-for-Profit Corporations Act, 2010 (the "Ontario Act") will not be far behind. In fact, it is expected that the Ontario Act will be in force by this time next year.

Read More

Board Structure & Benchmarks
Not For Profit Pulse

This edition of the Not-for-Profit Pulse seeks to paint a picture of nonprofit boards in Canada. Specifically, it looks at perceived effectiveness of board governance, best practices around board member recruitment and retention, and examines additional characteristics such as board size, governance style and common board policy areas.

Read More

Amendments to Executive Compensation Disclosure Rules for 2012 Proxy Season
Corporate Brief : CCH Canadian Limited
 
The New Shareholder Activism
National Association of Corporate Directors

When we think of "shareholder activism," we often envision investors like Carl Icahn, seeking out undervalued companies and taking control positions in companies to effect change. But of late, a new type of investor activism has emerged that has a very different character, in the form of shareholder proposals introduced on public companies' annual proxy ballots under the Securities and Exchange Commission's Rule 14a8. While certain investors, such as religious orders of nuns, "socially responsible" mutual funds and a handful of individual activists have long introduced shareholder proposals, of late, such proposals have started to pass: the percentage of such proposals to receive majority-shareholder backing among the Fortune 150 companies increased from 6 percent to 12 percent from 2008 to 2009, before declining slightly in each of the last two years.

Read More

 
5 Ways to Develop a Vision for a Non-Profit Organization
Brenda Kelleher- Flight Ph.D.

Prior to writing a vision statement, it is imperative that each nonprofit board clearly state its mandate. When the agreed-upon mandate is written, the board is ready to write its vision statement. This 20-page paper outlines five methods non-profit boards can use to create their vision. These include: Noticing Conflict; Moving From Frustration to Harmony; Investigating All Possibilities; Creating the Patchwork; and Visioning Individually and Collectively. These methods can be use separately or combined depending on the comfort level of the board members. They key is that the board ends up with a statement which affirms what will be achieved when its mandate is attained.

Read More

 
The Board Chair is also the CEO
Should the Board Have a Lead Director?
Brenda Kelleher-Flight Ph.D.

Distrust occurred when corporate boards were charged with offenses which demonstrated that excellence in corporate governance was not the practice. Part of the issue related to the combined role of Chair of the Board and CEO. The best practice arising out of the analysis of these situations is either to split the roles or add a role called 'lead director.' This article: addresses what a lead director is and is not; outlines how the role came about; provides examples of role descriptions; delineates the critical characteristics of a lead director; and draws attention to areas outside that role.

Read More

 
Getting and Keeping the Job as Board Chair: The Traits to Nurture
Brenda Kelleher-Flight Ph.D.

There are many ways to choose a chairperson for a governance board. However all ways are not equal. This paper outlines 10 ways and demonstrates that one is best. This conclusion is based on research completed by the author in 2005 and the premises outlined by Napoleon Hill in his book "The Magic Ladder to Success," which the author had the privilege of hearing recently.

Read More

 
IN THIS ISSUE
Message from the Chair
Shareholder Democracy Summit - Update.
Conference Update
Call for Membership
Request for Assistance
CCCA World Summit and National Spring Conference
News and Updates
Not-for-Profit News and Updates
Job Postings
Events
Publications
Quick Links
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Newsletter Archives
Request for Assistance
Job Posting

Surveys

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VISIT OUR SPONSORS
 
 
 
 
 

 

 
 
become A SPONSOR
 

Are you interested in advertising your company on CSCS's website and/or monthly e-newsletter?


For just $300.00 (plus HST) annually, visibility can be yours on either the CSCS's website or the monthly e-newsletter which goes out to our members and our network of contacts.


For those interested in advertising in both to increase their visibility, a package rate of $50.00 (+ HST) per month, or an annual charge of $500.00 (+ HST) is available.  


Press release or advertorials can also be posted on the monthly e-newsletter. Rates are $150 (+ HST) per banner ad per newsletter, or $1,000 (+ HST) per year. $350 for an advertorial or advertising article.

 

CSCS's monthly enewsletter has a circulation of over 5,000 including members and other governance professionals. For advertising, or for further inquiries, please email info@cscs.org.

 

 

Welcome to new members
 

Anthony Beck
Manager, Corporate Secretariat
Canada Post Corporation

Bryce McLean
Corporate Counsel
Pason Systems Corp. 
Gina Fowler
Secretary to the Board of Trustees
Edmonton Catholic Schools
James Bell
Senior Vice President, General Counsel & Corporate Secretary
Viterra Inc.
Jamie Pytel
Acting Associate General Counsel and Acting Assistant Corporate Secretary
EPCOR Utilities Inc.
Jennifer Lecour
Corporate Secretary
Lucara Diamond Corp.
Joseph Gebran
Vice President, Corporate Affairs
Alberta Innovates Health Solutions
Karen Keebler
Chief Financial Officer
Pure Technologies Ltd.
Kathy Estey
Senior Board Paralegal & Ass't Corporate Secretary
Viterra Inc.
Lesley Duncan
Corporate Secretary
Colossus Minerals
Mary Garrone
President
API Director Services Inc.
Mirzeta Delkic
Corporate Paralegal
Viterra Inc.
 
Penny Gould
President
Penny Gould Consulting Ltd.
Sally Maziarz
Board Secretary
EPCOR Utilities Inc.
Sarah Patterson-Snell
Assistant Corporate Secretary
Technical Standards and Safety Authority
Tamara Shawa
Director, Corporate Legal Services, Asst. Corporate Secretary
Viterra Inc.
Welcome!
BOArd of directors
David Masse (Chairman of the Board)
Senior Legal Counsel and Assistant Corporate Secretary
CGI Group Inc.
 
Daryn MacEachern (Vice-Chair)
Assistant Corporate Secretary
Talisman Energy Inc.
 
Janis McKenzie (Treasurer)
Manager, Share Compensation Plans
Sun Life Financial Inc.
 
Mary Batoff (Secretary)
Vice President, Legal & Secretary
First Uranium Corporation
 
Madeleine Bertrand
Director, Corporate Affairs & Access to Information and Privacy Coordinator
Royal Canadian Mint
 
Meg Comiskey
Corporate Secretary
Vancouver Airport Authority
 
Gina DeVeaux
Assistant Corporate Secretary
Purolator Inc.
 
Leah Fitzgerald
Associate General Counsel & Assistant Corporate Secretary
Capital Power Corporation
 
Patricia Parisotto
Corporate Secretary
Discovery Capital Management Corp.
 

Laurel Savoy
Senior Vice President
Canadian Stock Transfer Company Inc.

 

Lynn Beauregard (President)

Canadian Society of Corporate Secretaries

 
JOB POSTINGS
Do you have a career opportunity that you would like to advise our members? We invite you to send your posting for distribution to members (and friends) of the Canadian Society of Corporate Secretaries.

 

Click here for more details

Please login to www.cscs.org to view recent Job Postings.   

 
Chief Governance Officer
Mountain Equipment Co-op
General Counsel and Corporate Secretary
Bridgepoint Health
General Counsel and Corporate Secretary
Bank of Canada
Corporate Secretary
Response Biomedical Corporation 
Assistant General Counsel
The North West Company Inc.
General Counsel
WATSON
Associate Director, Administration & Corporate Secretary
Art Gallery of Ontario
Events & Workshops

 

Canadian Society of Corporate Secretaries

 

CSCS: 14th Annual Corporate Governance Conference


When : August 19 - 22, 2012
where: Fairmont Hotel Vancouver, BC.

 

Click here to Register

 

For complete list of CSCS events click here

Canadian Investor Relations Institute

Accelerate Your IR Strategy
CIRI's 25th Annual Investor Relations Conference
Fairmont The Queen Elizabeth, Montreal, June 10-12, 2012

Click here to Register

For complete list of CIRI's events click here

 

Brown Governance

For complete list of Brown Governance seminars  click here
 

Institute of Corporate Directors

For complete list of ICD's events click here
 
Institute of Chartered Secretaries and Administrators
For complete list of ICSA's events click here
 
RR DONNELLEY

For complete list of RR DONNELLEY events click here


Publication

 

Canadian Corporate Secretary's Guide


Subscriptions include Corporate Brief, a monthly newsletter containing feature articles, digests of recent cases and updates to legislation. CCH Canadian is pleased to offer CSCS members a 30% discount when ordered through CSCS. The latest subscription rate for either loose-leaf or online is $735.00 + applicable taxes.

To order, contact the CSCS National Office by email at info@cscs.org

Chartered Secretaries Canada offers publications that may be of interest to CSCS Members

The first guide in their Practical Guides for Strategic Governance series -Understanding Your Board of Directors, is now available in English for $19.95.

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-bulletin 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