THE NEWSLETTER  FOR THE CANADIAN SOCIETY OF CORPORATE SECRETARIES  
JANUARY 2014

president's Message 

On behalf of the CSCS Board and staff, we want to wish you a very happy new year. We have kicked off 2014 in high gear with many initiatives. Here are some highlights of what is happening with CSCS.    

 

Launch of the 2014 CSCS Excellence in Governance Awards
As of January 8th, nominations are open for the 2nd annual Excellence in Governance Awards (EG Awards)! The CSCS EG Awards recognize the important contribution governance professionals make to the best practices that build shareholder and stakeholder value in Canadian organizations across sectors and industries. This is your chance to be recognized for your own efforts, or that of another organization, in governance, so enter or nominate someone now! The shortlist of finalists will be announced in June 2014 and winners will be announced and celebrated on August 24, 2014 at the Fairmont Banff Springs in Banff Alberta, at the opening dinner of CSCS' 16th Annual Conference. For further details about these awards and to enter your nomination, click here.

CSCS - Hay Group 2014 Corporate Governance Best Practices Survey
CSCS is once again teaming up with global management consulting firm Hay Group to conduct a comprehensive survey on corporate governance practices in the Canadian market. This survey will assist in obtaining valuable insight into the current corporate governance landscape and on the leading practices implemented across organizations and across sectors in Canada. Our '2014 Corporate Governance Practices Survey Report' will analyze corporate governance practices, trends and issues across Canada. This survey will also assist in creating a short-list of companies for each of the categories in the CSCS 'Excellence in Governance Awards'. If you are the Corporate Secretary or you are involved in managing the governance responsibilities for your organization, please click here to take the survey now! Participants must submit responses by February 12, 2014 in order to be included in the report.

2014 Professional Development seminars and workshops
We have kicked off our professional development agenda for 2014 with the following sessions that you or your colleagues might be interested in:

You may also want to mark your calendar for: 

  • Governance Essentials for the Corporate Secretary: Two-Day Seminar, May 29 - 30, 2014 in Calgary and November 3 - 4, 2014 in Toronto.
  • Governance Boot Camp for Mining Organizations - March 4, 2014 in Toronto. 

 CSCS 20th Anniversary kickoff

We will be hosting local networking receptions to celebrate the kickoff of CSCS' 20th anniversary, starting with a reception in Toronto on Tuesday February 4th (4:30 PM - 6:00 PM) at the Albany Club, 91 King Street East: To RSVP, please click the following link: CSCS 20th Anniversary Reception - Toronto.

16th Annual CSCS Conference on Corporate Governance
It's that time of year and we are hard at work developing the CSCS conference program. We will be giving you a sneak peak of our program in our February e-newsletter and registration will launch on March 3, 2014. In the meantime, make certain that you save the dates of August 24-27, 2014 and start looking into your travel and accommodations. CSCS has arranged for a preferential rate and room block at the Fairmont Banff Springs. For more details on the accommodations at the Banff Springs Hotel, Click here.

 

 

Sincerely,

Lynn Beauregard
President
Canadian Society of Corporate Secretaries

CONFERENCE UPDATE

 

Call for sponsors

 

CSCS is continuing its Annual Sponsorship Package. For 2014, it includes the Excellence in Governance Awards, conference, professional development, website, e-newsletter and a few other opportunities. We're also offering additional recognition for sponsors who commit to more than $50,000. Looking for more? Talk to us about customizing a package!

For the complete 2014 Annual Sponsorship package, click here.

 

Registration - save the date!  

Conference registration is scheduled to launch on Monday, March 3. Keep an eye on your inbox to save with early-EARLY-bird fees. For the complete conference details, visit http://www.cscs.org/AnnualConference

Regards,

 

Tina Hutchinson
Manager, Events & Special Projects 

 

 

MEMBERSHIP NEWS

RENEW YOUR MEMBERSHIP TODAY!   

Our new membership year began on January 1, 2014. Thank you to all the CSCS members who have already renewed.


If you have not yet renewed your membership, CSCS offers you the option to confirm your membership online. Not only is it fast, secure and easy, it saves costs and is better for the environment. Take advantage of CSCS' flexible and green option by:

  1. Logging on to your profile at http://www.cscs.org/Content/Members/MemberProfile.aspx with your email and password. Can't remember your password? Reset it here http://www.cscs.org/Sys/ForgottenPasswordRequest;
  2. Following suggested actions on your profile screen; and
  3. Reviewing all information in your profile and revising as required

If you have questions regarding your membership status or renewal payment, please contact pamela.smith@cscs.org  or 416-921-5449 x 303 ●1-800-774-2850 x 303.

 

Thank you for your continued support of CSCS.

 

Pamela Smith

Director, Membership and Administration

 

Not a CSCS Member?
If you are not yet a CSCS member, please 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, education and professional development and networking. Your CSCS membership helps advance the governance profession and supports corporate secretaries and governance professionals in many ways through:
  • professional development sessions across all levels of experience;
  • on-line discussion forums;
  • on-going discussion groups for practitioners from various practice sectors;
  • our annual corporate governance conference;
  • Governance Matters, our e-newsletter; and
  • professional networking opportunities.

Click here for our on-line application and join today!

 

CSCS 2014 Professional Development 
Off-Sites for Highly Sophisticated Boards

The annual board offsite is a critically important event in the board calendar. Yet increasingly, a line-up of executive "report out's" and "talking heads" invited to offer industry or governance experience leaves sophisticated board members, frankly, yawning.  The key to a successful board offsite is to ensure that it has at least some components that are highly engaging and interactive - that produce really useful outcomes on critical board issues.  If you've got a sophisticated and experienced board, this is the place to leverage that expertise.  Corporate secretaries and board chairs should consider three key areas, from which it's nearly always useful to select one for the off-site agenda.  Read More!

Off-Sites For Highly Sophisticated Boards: 3 Components To Consider - Toronto
February 18, 2014
The Albany Club
91 King Street East, Toronto

2014 CSCS' Sector Specific Roundtable Discussions Continue by Phone

CSCS is pleased to announce the continuation of our series of one-hour conference calls for various business sectors. These calls provide an opportunity for informal and interactive discussion of topics of interest among the participants. 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

 

MARK YOUR CALENDARS AND REGISTER TODAY

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


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.

 

Trading Black Out and Offerings

We are a large publicly traded company who does frequent offerings. We are interested to know:

  1. What is your trading blackout?

  2. Do you prohibit offerings during the blackout? Is the year-end blackout treated differently than quarterly blackouts? If you do allow offerings during blackout, do you seek board approval?

  3. How frequent are you doing offerings and what kind of offerings do you do (equity versus debt)?

It would also be helpful to know company/stock exchange.

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.

The Directors College - Human Resources and Compensation Committee Certified (H.R.C.C.C.) Program 

Attention Corporate Secretaries: A program for your Board's Compensation Committee and/or VP of HR.

 

The Directors College has a unique university designation program that provides insight into the role of the board compensation committees in aligning an organization's human resources, HR processes, risk and culture to its chosen business strategy. 


The Human Resources and Compensation Committee (HRCC) Program is holding sessions in Calgary. This program is tailored to fit the needs of board directors and senior corporate officers who want to learn how leading corporations apply the latest corporate governance principles, practices, and insights to compensation committee procedures. The program consists of two, two-day modules delivered a month apart.

Successful completion of the full Human Resources and Compensation Committee Program leads to the McMaster University designation: Human Resources and Compensation Committee Certified (H.R.C.C.).

 

Register now for the spring sessions!


CIRI - IRO Roundtable - In the Boardroom: Examining Trends in Board-Shareholder Engagement

 Tuesday, February 11, 2014

Toronto Board of Trade, Suite 350, First Canadian Place, Toronto

 

Wondering how to avoid unexpected shareholder issues and enhance communication between your board and shareholders? Join us for lunch as our panel of experts examines trends in board-shareholder engagement, including potential benefits, challenges and best practices. Panelists will also identify elements of an effective board-shareholder engagement process and specific engagement methods used by today's leading boards.

 

Register Now!


NEWS AND UPDATES
OSFI releases draft advisory on required notifications of proposed changes of directors and senior officers of Canadian federal financial institutions
Stikeman Elliott LLP

Canada's federal financial institutions regulator, the Office of the Superintendent of Financial Institutions (OSFI), released for comment a draft Advisory setting out new requirements for prior notification to OSFI of potential changes to directors or senior officers of Canadian federally-regulated financial institutions (FRFIs). The draft Advisory complements OSFI's Corporate Governance Guideline, released in January 2013, which provides that FRFIs should notify OSFI of any potential changes to the membership of the "FRFI Board and Senior Management and any circumstances that may adversely affect the suitability of Board Members and Senior Management". The draft Advisory also supplements OSFI's 2008 Guideline E-17 (Background Checks on Directors and Senior Management of Federally Regulated Entities (FREs)), which sets out OSFI's expectations for FRE internal policies and procedures regarding assessments of proposed directors and senior officers. The Corporate Governance Guideline does not apply to branch operations of foreign banks and foreign insurance companies and therefore the draft Advisory should similarly not apply to such branch operations. By comparison, Guideline E-17 does apply to branch operations in Canada. OSFI is expected to release a draft updated/expanded Guideline E-4A (Role of the Chief Agent and Record Keeping Requirements) in early 2014 that is anticipated to better and more clearly align the governance expectations for branches with those applicable to companies under the Corporate Governance Guideline. The draft Advisory is open for comment until February 28, 2014.

Read More

OSC proposes rule amendments regarding disclosure of women on boards and in senior management
Ontario Securities Commission

The Ontario Securities Commission published today for a 90-day comment period proposed local amendments to Form 58-101F1 of National Instrument 58-101 Disclosure of Corporate Governance Practices.

The proposed amendments would require TSX-listed issuers (and other non-venture issuers) that are reporting issuers in Ontario to provide disclosure regarding the following matters on an annual basis:
  • director term limits,
  • policies regarding the representation of women on the board,
  • the board's or nominating committee's consideration of the representation of women in the director identification and selection process,
  • the issuer's consideration of the representation of women in executive officer positions when making executive officer appointments,
  • targets regarding the representation of women on the board and in executive officer positions, and
  • the number of women on the board and in executive officer positions.

Read More

The Case for Two-Board Governance
INSEAD KNOWLEDGE

As private shareholdings grow, is it time to consider a separate "shareholders" or "owners" board to give corporate boards and directors the space and the framing to do their jobs effectively?

The life of private businesses rarely runs smoothly, but as issues and ownership structures become increasingly complex, executives and boards find themselves under increasing pressure to respond to and find consensus amongst diverging interests.

Read More

Consultation on corporate governance underway
Brampton Guardian

The federal government is asking for the public's input on efforts to improve transparency and governance in Canada's corporations.

Read more

Prepare Now for Shareholder Activism
Gowling Lafleur Henderson LLP.

Shareholder activism is in the news daily, with both existing shareholders and activist fund investors of publicly-traded companies demanding improved corporate governance and performance. No longer are activists viewed as the corporate raiders of the past. Their demands for change, particularly for the election of their nominees to boards of directors, are being endorsed by the influential proxy advisory firms and supported at the ballot box by large institutional investors. All industries, and companies of all sizes, have become subject to increased scrutiny. PepsiCo, Mondelez, Cadbury Schweppes and Kraft are examples of food and beverage industry giants that have been challenged by activists.

Read More

Glass Lewis 2014 Proxy Season Policy Updates
Goodmans LLP

Proxy advisory firm Glass Lewis & Co. ("GL") recently released its proxy voting policy updates for the 2014 proxy season. The new guidelines address, among other things, corporate governance, shareholder rights and defences and executive compensation. This update summarizes the significant changes to the proxy voting guidelines affecting Canadian issuers for 2014 shareholder meetings.

Read More

Proxy season: What's in, what's out
Corporate Secretary

The 2013 proxy season saw a sea change in shareholder engagement by companies. Corporate Secretary takes a look at hot trends and issues to watch in 2014.

The 2013 proxy season was noteworthy for a sea change in shareholder engagement by companies. The main catalyst was increased resolve by companies to secure majority support among shareholders for their say-on-pay proposals. Support levels for say-on-pay proposals among companies in the S&P 1500 index rose to an average 90.3 percent from an average 88.6 percent in 2012.

Read More

Higher skills needed as director skills multiply
Corporate Secretary

A look at the expanding skill set required of today's corporate directors

With increasing numbers of corporations finding themselves plagued by regulatory and corporate governance issues, corporate directors are finding that a coveted board seat can quickly become an uncomfortable 'hot seat'. The board must balance achieving stellar financial performance with protecting the organization against attacks on its brand, reputation and overall viability.

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
Toronto, ON
 
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:-

Subsidiary Governance Law Clerk
Manulife Financial
 
Corporate Secretary Canada
HSBC Bank Canada
 
Assistant Corporate Secretary (Part-time)
Great Panther Silver Limited

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

 

CANADIAN SOCIETY OF CORPORATE SECRETARIES

 
Orientation and Onboarding Workshop
04 Feb 2014 8:30 AM - Toronto
13 March 2014 8:30 AM - Calgary
 
Off-Sites for Highly Sophisticated Boards: 3 Components to Consider
18 Feb 2014 8:00 AM  -  Toronto

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)
 
IRO Roundtable - In the Boardroom: Examining Trends in Board-Shareholder Engagement
February 11, 2014
 
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. 

 

Pricing for 2013 is as follows:

  • Print - $1,200

  • Online - $1,500

  • Print + Online - $1,680

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 (excluding 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