THE NEWSLETTER  FOR THE CANADIAN SOCIETY OF CORPORATE SECRETARIES  
AUGUST 2013 

President Message
I am pleased to announce the winners of the 1st annual Canadian Society of Corporate Secretaries (CSCS) Excellence in Governance Awards. The winners were announced on August 19, 2013 at the inaugural awards ceremony held at the Westin in Halifax. 

The awards ceremony was great success, attended by 300 of Canada's top governance practitioners and leaders from the corporate, non-profit, crown and public sectors. The evening was hosted by David Beatty, Conway Chair of the Clarkson Centre for Business Ethics and Board Effectiveness, University of Toronto. 

In this first year, we received an impressive 80 nominations across all industry sectors. We couldn't have been more pleased with this outcome and I believe that this validates that these awards are indeed a very important and welcome program for the Canadian governance community. 

 The award winners, recognized in 8 categories, are:
  1. Best overall governance
    BCE inc. 
  2. Best approach to board and committee support  
    Tarion Warranty Corporation 
  3. Best sustainability, ethics and environmental governance program  
    TELUS 
  4. Best practices in managing boardroom diversity  
    Shoppers Drug Mart Corporation
  5. Best use of technology in governance, risk and compliance  
    BMO Financial Group
  6. Best shareholder/stakeholder engagement  
    Canada Council for the Arts
  7. Joyce Borden-Reed CSCS distinguished contribution award  
    Joan Wilson, MBA
  8. CSCS Peter Dey Governance Achievement  
    Anna Tudela, Vice President, Regulatory Affairs & Corporate Secretary, Goldcorp Inc. 
Category - Honourable Mentions
  1. Best overall governance
    MTS Allstream - Pierre Blouin, Chief Executive Officer & Paul Beauregard,  Chief Administrative Officer & Corporate Secretary
  2. Best approach to board and committee support 
    Mountain Equipment Co-operative - Accepting on behalf of MEC: Renee Walton, Director of Marketing at The Cross Border Group
  3. Best sustainability, ethics and environmental governance program   
    Port Metro Vancouver - Dean Readman, Director, Legal Services & Corporate Secretary, Goldcorp Inc.
CSCS also honoured Peter Dey, Chairman of Paradigm Capital, considered Canada's 'Godfather of corporate governance' for the 1994 'Dey Report' for his contribution to corporate governance in Canada, which served as the inspiration for the creation of the CSCS. 

Lynn Beauregard, President, CSCS; Peter Dey, Chairman, Paradigm Capital Inc.; David Masse, Chairman of the Board of CSCS

 

We look forward to kicking off the nominations process in the coming months for the 2014 Excellence in Governance Awards - to be handed out at the 16th CSCS Annual Corporate Governance Conference at the Banff Springs Hotel in Banff Alberta (August 24-27, 2014). Be sure to check your CSCS emails to find out more about how to enter and nominate your organization.

 

Regards,

 

Lynn Beauregard

President

 

 
Best overall governance
BCE
- Alain Dussault,
Corporate Secretary
 Best approach to board and committee support
Tarion Warranty Corporation -
Lesley Ross,
Corporate Secretary
 Best sustainability, ethics and environmental governance program
TELUS -
Maria Preovolos,
Associate General Counsel and Assistant Corporate Secretary
Best practices in managing boardroom diversity
Shoppers Drug Mart
- Adam Grabowski, V.P. Legal Affairs
Best use of technology in governance, risk and compliance
BMO
- Neil Puddicombe, Associate General Counsel and Assistant Corporate Secretary
Best shareholder /stakeholder engagement 
Canada Council for the Arts
- Michelle Chawla, Corporate Secretary and Director, Strategic Initiatives
CSCS Peter Dey Governance Achievement Award
Anna Tudela
VP, Regulatory Affairs & Corporate Secretary, Goldcorp Inc.
CONFERENCE UPDATE

 

THANK YOU FOR A SUCCESSFUL EVENT IN HALIFAX! 

 

Each and every year our members, sponsors, partners and speakers keep surprising us with their own commitment to making our CSCS Annual conference a success and for this, a great big THANK YOU!

We welcomed a total of 334 participants: 271 conference delegates; 27 companions; and 36 award evening attendees.

Our success is clearly your success. The more we continue to grow, the more programming and networking opportunities we can build together and the better we can become an organization to support governance professionals.

The effort that goes into all of the preparations of this annual conference is an incredibly time consuming exercise. It takes a community to put these events together and the insight and guidance we receive from members, directors, sponsors and partners alike is critical to the development of this program. If you attended and have yet to submit your conference evaluation booklet, please mail it back (CSCS - 255 - 55 St. Clair Ave W - Toronto ON M4V 2Y7 )to our attention at your earliest convenience, or take a few minutes now to complete our online evaluation form.

As added incentive, we will hold a draw on Friday, September 13, 2013 from received evaluation forms for a FREE conference registration to the 2014 Banff conference next August!

We would like to say, once again, thank you to our sponsors and partners, both new and returning, for their generous support. Each and every year they make our program possible and would not have been able to bring such a full and diverse program without them - thank you to all!

And, it's not too early to mark your calendar for 2014! Looking forward to seeing you all again at the 16th Annual Corporate Governance Conference, August 24 -27, 2014 at the Fairmont Banff Springs, Banff, AB.

Regards,

 

Lynn Beauregard
President
Tina Hutchinson
Manager, Events & Special Projects

 


MEMBERSHIP NEWS

CSCS Board of Directors 2013-2014  


CSCS is pleased to announce their Board of Directors for the 2013-14 year. The board will continue to be led by Chairman of the Board David Masse, Senior Legal Counsel and Deputy Corporate Secretary, CGI Group Inc. 

 

Joining Masse is a group of individuals with a variety of personal, educational, and professional backgrounds who share the organization's commitment to enhancing the profile and practice of corporate secretaries and governance professionals. They are: Dawn Moss, Vice-Chair; Misti Christensen, Governance Officer; Madeleine Bertrand, Secretary; Janis McKenzie, Treasurer; Mary Batoff; Meg Comiskey; Gina DeVeaux; Leah Fitzgerald; and Laurel Savoy. 

 

The Canadian Society of Corporate Secretaries (CSCS) is a nonprofit organization of governance professionals who are committed to the promotion and advancement of effective governance of organizations in the private, public, not-for-profit and other sectors through the continued development and application of corporate secretaryship and governance best practices. 

 

For more information about CSCS or to inquire about becoming a member, visit the website at www.cscs.org or contact the office at 416-921-5449 or 1-800-774-2850.

 

CSCS Articles of Continuance and New By-Laws  


Members unanimously approved the Articles of Continuance and new by-laws at the CSCS Annual and Special meeting held on Monday, August 19th in Halifax during the Annual Conference. Members also unanimously approved another motion that enables the Board of Directors to file for a Certificate of Continuance under the new Not-for-Profit Corporations Act. The Act came into force in October 2011 and all federally-incorporated organizations have until October 2014 to comply. 

 

CSCS's revised by-laws are now posted on the website for member information. 

 

The Board of Directors thanks members for their support. 

 

 

CSCS Membership Renewal Update: 1 - 2 - 3   

  1. Rates for 2014 will remain the same as rates for 2013. 
  2. Renewal invoices will be sent October 15, 2013 by email - check your membership profile to ensure we have your correct email address. 
  3. 2014 Membership fees are due by Tuesday, December 31, 2013  
CONFERENCE CALL ROUNDTABLE DISCUSSIONS CONTINUE...
CSCS is pleased to announce the continuation of their series of one-hour conference calls for various business sectors. These calls will be an informal and interactive discussion of topics of interest among the participants rather than a formal presentation. 

MARK YOUR CALENDARS AND REGISTER TODAY
  • Large- to Mega-cap Issuers - Tuesday, October 15, 2013: 12:00 p.m. ET 
  • Small- to Mid-cap Issuers - Tuesday, October 15, 2013: 2:00 p.m. ET 
  • Crown Corporations  - Wednesday, October 16, 2013: 12:00 p.m. ET 
  • Not-for-Profit Organizations - Wednesday, October 16, 2013: 2:00 p.m. ET 
  • Private Companies - Thursday, October 17, 2013: 12:00 p.m. ET 
  • Co-Ops - Thursday, October 17, 2013: 2:00 p.m. ET 

COST - The registration for these conference calls is free. Members only. To find out more information, please contact Pamela Smith: pamela.smith@cscs.org

 

DISCUSSION HIGHLIGHTS 

 

The discussion will focus on governance practices and  current issues, including policies and procedures 

 

We encourage all participants to raise any other topics that are of interest to you and your organization. For your convenience, you can submit a question or discussion topic prior to the call to pamela.smith@cscs.org

 

2013/14 CSCS Professional Development
The start of the 2013/14 CSCS Professional Development Season is just around the corner. Online event registration is now open for the following events:
  • Essentials of Corporate Governance Seminar - 2-day seminar  sponsored by Diligent Boardbooks  
    Toronto: November 7-8

Registration will also be opening soon for:

  • Directors and Officers Liability: Risks, Liabilities and Indemnification - 1/2-day workshop
    Vancouver: September 25 * Calgary: September 26 * Edmonton: September 27 * Toronto: October 1   
  • IT for Governance: Board Portals & Paperless Boards - 1/2-day workshop
    sponsored by BoardVantage 
    Vancouver: October 21 * Calgary: October 22 * Edmonton: October 23 * Toronto: October 29   
  • Compliance for Dual Listed Companies - Breakfast Session
    sponsored by CNW 
    Vancouver: December 2 * Calgary: December 3 * Toronto: December 6

We look forward to seeing you this year! 

 

 

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 responses will be appreciated.

 

Internal Audit Charter - For Information or Approval

We have an Audit Committee Terms of Reference and are currently drafting an Internal Audit Charter. Looking for best practices on whether the Internal Audit Charter should come forward to the Audit Committee/Board for information or approval or whether it needs to come forward at all.

Board, Committee and Director Self Evaluations

For companies that conduct annual Board, Committee and Director self evaluations:

  • Does your company allow Directors to answer a question in an evaluation with a "no opinion" or "don't know answer"?

    • If so, how do you deal with these answers bringing down the overall average scores of the evaluations?

  • Does your company permit newly elected Directors to complete the Board, Committee and Director self evaluations within the first year of their appointment?

Director Education Program

  1. Does your company has put in place a formal continuing education program for the board members?

    1. If so, is it mandatory (part of formal meeting settings) or voluntary (provided outside board meetings) ?

    2. As well, please indicate the components of the training, if you do have such program in place

      • Internal presenters (e.g. management's presentation on industry related topics)

      • External presenters (e.g. expert's presentation on specific topics (lawyers, accountants, industry specialists)

      • On-site visits of company principal operations, pairing with employees/technicians

      • Director Guide / Reference Manual

      • Others

  2. Does your company require that directors complete an outside formal training such as the Accredited Chartered Director Development Program (McMaster University) or the ICD-Rotman Directors Education Program, etc ?

    1. If so, which program do you favor, if any?

    2. B. Are the fees borne by the company?

Board Members & company benefits program.

Does anyone's organization allow their Board Members to join the company benefits program - at their own expense. I'd appreciate receiving your input.

 

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.

2013 Compensation Benchmarking Study for Corporate Secretaries
 
"Am I receiving the right pay? Are my compensation practices best in class?"  The Canadian Society of Corporate Secretaries (CSCS) is working with Hay Group to conduct a Compensation Benchmarking Study for Corporate Secretaries across Canada.
 
Why should you participate?  Participants will receive the full comprehensive report of the study, which will provide an understanding of the scope of the role of the Corporate Secretary (or similar position titles) across sectors, its compensation levels and the prevalence of benefit practices in the Canadian market. It will be an invaluable benchmarking tool for those in the profession. The survey will only take approximately 20 minutes to complete.
 
Next steps  Please complete the registration form attached in the link below, with contact and payment details, and email it to Sarmishta Revanoor at sarmishta.revanoor@haygroup.com. Once confirmed, Hay Group will send you the data-collection kit via email.

 

Click here to download the survey registration form.

  

Note: We have extended the deadline to 30th September! See below for more details on fees.

 

How will you benefit?  On successful completion of the query-free 'data collection kit', participants will receive an electronic copy of the 2013 Compensation Benchmarking Study Report and will be registered for the Benchmarking Study Webinar this fall, where we will present the findings of the study in detail.

 

Confidentiality is our priority.   All responses will be submitted directly to Hay Group, and no individual participant data will be presented in the findings.

Participation Fees*  

  • Member of CSCS:    $99  
  • Not a member of CSCS: $499   

  

Note: *All amounts mentioned above exclude applicable taxes
             **  Deadline for participation confirmation: August 15, 2013
             *** Also includes a 1 year annual membership for CSCS   

 

For further queries, please feel free to contact:

 

Sarmishta Revanoor
Executive Compensation, Hay Group
sarmishta.revanoor@haygroup.com


NEWS AND UPDATES
Regulators Consult on Concerns about Canada's Proxy Voting Infrastructure
Blake, Cassels & Graydon LLP.

The Canadian Securities Administrators have published Consultation Paper
54-401 - Review of the Proxy Voting Infrastructure for a 90-day comment period. The Consultation Paper includes an educational background and requests comment on issues identified to have potential impact on the ability of the proxy voting infrastructure to function accurately and reliably.

Read more

When Do Shareholders Care About CEO Pay?
The Conference Board, Inc.

With recent legislation mandating that publicly traded corporations submit CEO compensation for a nonbinding shareholder vote, a systematic understanding of how shareholders vote under such circumstances has never been so important. Using simulated say-on-pay votes, this Director Notes investigates how different levels of CEO pay and company performance can interact to influence how shareholders vote.

Read More

Canadian Securities Regulators Provide Update On Transition To New National Systems Service Provider
Ontario Securities Commission

The Canadian Securities Administrators (CSA) today provide additional information on the transition process to the new CSA National Systems service provider, CGI Information Systems and Management Consultants Inc. (CGI).

Read More

OSC seeks input on proposal regarding women on boards and in senior management positions in Ontario
Ontario Securities Commission

The Ontario Securities Commission (OSC) announced today the start of a 60-day comment period on OSC Staff Consultation Paper 58-401 Disclosure Requirements Regarding Women on Boards and in Senior Management (the Paper), seeking input on a proposal that would require TSX-listed companies to provide disclosure regarding women on boards and in senior management in Ontario.

Read More

McMillan releases 2013 Canadian advance notice provisions study
McMillan LLP.

Further to our July 2013 bulletin, we have completed a detailed study examining, in an empirical manner, the evolution of advance notice provisions ("ANPs") for director nominations in Canada. Our Study also reviews the history of how we developed our forms of ANPs and what we expect for ANPs in the ensuing years. We hope that our analysis will assist others as they seek to improve upon our efforts.

Read More

Enhanced liability abroad for Canadian corporations
Gowling Lafleur Henderson LLP.

Contemporary business realities, including the increasingly global nature of commerce, require companies to be aware of the expanding jurisdiction of Canadian courts to impose liability. Canadian companies operating in foreign jurisdictions must be cognizant of the changing landscape of liability for foreign operations, including subsidiaries.

Read More

Annual Meetings - Sometimes You Actually Have to Meet
Alexander Holburn Beaudin + Lang LLP.

Corporate governance for some closely-held entities has evolved to the point where much of the governance business is conducted by unanimous written resolution. Governing legislation usually starts with the presumption that a meeting is to occur, but offers a statutory alternative of accomplishing the same tasks by unanimous written consent resolution of the participants. As a result, formal governance "meetings" of members or directors of closely-held entities are held less often, unless matters of controversy arise.

Read More

Top Ten Tips in Negotiating Service Agreements
Davis LLP.

There is little doubt that the landscape for IT service providers is quickly changing. Demand for their services has continued to grow as client organizations streamline their operations and look to leverage technology's capacity for innovative solutions. The result is a dynamic business climate with challenges and opportunity. In these conditions, there is considerable value for service providers in the protection afforded by a well-drafted service agreement.

Read More

Deadline to file for Continuance under the Canada Not-for-Profit Corporations Act is Fast Approaching
Dale & Lessmann LLP.

The deadline for any federal not-for-profit corporation to file for continuance under the new Canada Not-for-Profit Corporations Act (the "Act") is October 17, 2014. Any federally incorporated not-for-profit corporation that has not yet received a Certificate of Continuance from Corporations Canada (or is not already involved in the process) should consider commencing the process in the near future.

Read More 

Drafting charitable purposes
Borden Ladner Gervais LLP.

With the passage of the CNCA into law and the pending introduction of the ONCA, many organizations have been revisiting their charitable purposes as part of the continuance process. The CRA recently released a new guidance paper on drafting charitable purposes on July 25, 2013, which replaces some of its former policy statements on the topic.

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

 

Dawn Moss
(Vice-Chair)
Executive Vice President, Administration & Corporate Secretary
Eldorado Gold Corporation
Vancouver, BC
 
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
 
Gina DeVeaux
Assistant Corporate Secretary
Purolator Inc.
Mississauga, ON
 
Leah M. Fitzgerald
Ethics and Compliance Officer
Enbridge Pipelines Inc.
Edmonton, AB
 
Laurel Savoy  
Senior Vice President
Canadian Stock Transfer Company Inc.
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:-

Governance Services Coordinator
WATSON
 
Compliance Law Clerk
Sun Life Financial
 
Coordinator, Shareholder Services
Sun Life Financial

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

 

CANADIAN SOCIETY OF CORPORATE SECRETARIES

 

Two-Day Governance Essentials Workshop For The Corporate Secretary

(Toronto - November 7-8, 2013)
 
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


CCH Canadian is pleased to offer CSCS members a 30% discount when ordered through CSCS.

 

Pricing for 2013 is as follows:

  • Print - $1,200

  • Online - $1,500

  • Print + Online - $1,680

Subscriptions include Corporate Brief, a monthly newsletter containing feature articles, digests of recent cases, and updates to legislation.

 

To order, contact the CSCS National Office 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. Representative 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 2013 Membership fees, in Canadian dollars, are as follows (excluding applicable taxes):

  • Regular Member:      $495.00*

  • NFP and Academic Sector:   $375.00

  • Retired:   $80.00

* Group (3+) discount on individual regular membership fees: 15%

 

Visit our website - www.cscs.org - to learn more about CSCS 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-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