THE NEWSLETTER  FOR THE CANADIAN SOCIETY OF CORPORATE SECRETARIES  
OCTOBER 2013

Message from the Chairman of the board
Some thoughts on shareholder democracy

It is time for Canadian public companies to act.

The Canadian Securities Administrators have published a request for comments (54-401) seeking the public's views on what ails the current shareholder voting processes.

What the regulators need to hear is anecdotal evidence from issuers concerning the shortcomings of the system. If you need further encouragement, please read on.

The movement to give shareholders a stronger voice in the way Canada's public companies are governed is a positive trend that benefits investors and issuers alike. The question is not whether shareholders ought to have a voice, but rather whether that voice is being heard, and whether shareholder votes are being counted properly.

CSCS believes that shareholder votes must be counted with the same degree of care and integrity that applies to ownership and dividend rights. We also believe that all shareholders, both registered and beneficial, deserve equal rights. Unfortunately, the current system of shareholder voting falls far short of respecting these basic principles.

CSCS has devoted considerable time and resources to promote a fundamental reform of the rules for shareholder voting. We published a white paper in 2008 promoting changes to the corporation statutes to provide equal treatment for registered and beneficial shareholders. We convened the 2011 Shareholder Democracy Summit and published an inaugural report with the Summit's findings. Following up on the Summit, we proposed to key stakeholders a Facilitation Program with a five year roadmap and milestones that would clear the path for reform.

Our progress to date, in spite of these efforts, has been painfully slow. Our latest step in our campaign for reform has been to conduct a series of public consultations along with the CSA. We held discussions with our members this past month in Montreal, Toronto, Calgary and Vancouver. We heard from some issuers in these meetings, but not nearly enough companies attended to make a significant contribution from an issuer perspective to the discussion.

Again, we emphasize that the regulators need to hear anecdotal evidence directly from issuers concerning the shortcomings of the system. We strongly encourage you to take the following two simple steps:
  1. Read the request for comments - you can access it by clicking here
  2. File a simple letter of response with the CSA, outlining challenges that your organization has encountered with the current system of proxy voting.

There is no need to devote considerable resources in the preparation of your response. Here are some examples of ways you might express anecdotal evidence, as we are sure that many, many of your companies have experience with these types of shortcomings:

  • We have no effective way to allow our beneficial shareholders to vote at our meetings, unlike for our registered shareholders;
  • We are aware of X cases where institutional shareholders informed us that they had difficulty voting their shares;
  • We are unable to identify the majority of our beneficial shareholders;
  • We have experienced instances of over-voting at our annual meeting;
  • We have experienced difficulties getting meeting materials to some of our shareholders.

If you wish, you could also choose to endorse the CSCS response as a way of showing your support for change. We will publish the response on our website shortly and we will advise you as soon as it is available.

Sincerely,

David Masse
Chairman of the Board
Canadian Society of Corporate Secretaries

CONFERENCE UPDATE

Preparations for the 2014 conference (August 24 - 27 in Banff, AB) have already begun! We will be releasing our 2014 annual sponsorship package shortly, but as part of the content planning, including professional development for CSCS for the year, we are also seeking presentation proposals from speakers and sponsors alike.

To submit your presentation proposal, complete the survey here by November 15, 2013. https://www.surveymonkey.com/s/2014PDCall 

All speakers must be prepared to present their information and content in an educational manner, with no reference to commercial endeavours or self-promotion.

If you are selected as a speaker, CSCS will provide you with complimentary attendance (including meals and materials) for the full event in which you will be presenting. However, please note that you will be responsible to cover your own travel and accommodation expenses.

2015 conference and beyond

Locations for the 2015 and 2016 conference have been secured (Montreal, QC and Whistler, BC respectively). Dates?

Now we want member input on possible dates and locations for the 2017, 2018, 2019 and 2020 conferences. This survey should take less than 5 minutes to complete and your immediate response would be appreciated. All members responding to this survey - with their name and email address - will be eligible for a chance to win a FREE conference pass for the 2014 Conference in Banff.

Complete the survey now, here. https://www.surveymonkey.com/s/MPRY3N8

Your input is a valuable asset to our professional development and conference planning. We appreciate all of our members', friends' and partners' contribution and time. Thank you!  

 

Regards,

 

Tina Hutchinson
Manager, Events & Special Projects 


MEMBERSHIP NEWS

CSCS MEMBERSHIP RENEWALS   

It's time to renew your CSCS membership for 2014! We have appreciated your support this past year, and we look forward to your continued commitment in 2014.

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;
  • Online discussion forums;
  • On-going discussion groups for practitioners from varying practice sectors;
  • An annual conference;
  • Governance Matters e-newsletter;
  • Professional networking opportunities; and

CSCS offers you the option to renew your membership online. Not only is it fast, secure and easy, it saves costs and is better for the environment. Take advantage of the CSCS' flexible and green option of online renewal 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 about your membership profile or renewal payment, please contact pamela.smith@cscs.org.

 

Thank you for your continued support of CSCS.

 

Pamela Smith

Director, Membership and Administration

 

2013/14 CSCS Professional Development
Fall 2013 CSCS Professional Development Sessions

Online event registration is now open for the following events:
  • Essentials of Corporate Governance Seminar - 2-day seminar
    Toronto: November 7-8
  • Board Portals & Paperless Boardrooms - Breakfast Session
    Vancouver: December 02 | Calgary: December 03 | Toronto: December 04

 

SECTOR ROUNDTABLE DISCUSSIONS CONTINUE...
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.

 

Procedures for Meetings And Organizations

We are a small not-for-profit organization that has been following "Robert's Rules of Order" but I have recently been informed that it is American. A Canadian version is Kerr and King, "Procedures for Meetings and Organizations". Can you please advise what guidelines are used in Canada?

Distinction is between an Assistant Corporate Secretary and a Corporate Secretary

Can anyone advise what the distinction is between an Assistant Corporate Secretary and a Corporate Secretary?

To Respond:

Please submit your response by going to CSCS Forum.

 

If you wish to remain anonymous, click here for instruction on how to manage your privacy setting.  

 

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

NEWS AND UPDATES
Important Changes to Financial Institutions Statutes in the Budget Implementation Act
Torys LLP.

On October 22, 2013, Bill C-4 (the Budget Implementation Act) was introduced to implement certain provisions of the budget tabled in Parliament on March 21, 20131. The Budget Implementation Act included the following important proposed amendments to the Bank Act, the Trust and Loan Companies Act and the Insurance Companies Act:

Read More

CCGG releases governance guidelines for dual class share companies
Blake, Cassels & Graydon LLP

The Canadian Coalition for Good Governance (CCGG), an organization representing institutional shareholders and asset managers, has released its "Dual Class Share Policy" (the Policy), which sets out CCGG's new governance guidelines for companies with dual class share (DCS) structures. Although CCGG acknowledges that there was a lack of "unanimity among CCGG members", the Policy notes that CCGG's board of directors and a large majority of CCGG's members support the DCS company best practices principles (the Principles) in the Policy. The Principles are intended to be applied on a going-forward basis to newly created DCS reporting issuers, although CCGG also encourages existing DCS reporting issuers "to take these principles into account if and when appropriate".

While the Policy reflects CCGG's views, and constitutes neither legal requirements nor regulatory guidance, the Policy provides an indication of the views of CCGG members, such as institutional investors, with respect to investments in DCS companies.

Read More

CSA encourages all Canadians to take time to "Check Before You Invest"
Canadian Securities Administrators

Vancouver - October is Investor Education Month and the Canadian Securities Administrators (CSA) is encouraging investors to make use of free online investor education tools that can help with finding and working with a registered financial adviser.

Read More

Canadian Securities Regulators Introduce Amendments to Oil and Gas Disclosure Requirements
Canadian Securities Administrators

Calgary - The Canadian Securities Administrators (CSA) today are requesting comment for proposed amendments to National Instrument 51-101 Standards of Disclosure for Oil and Gas Activities and related forms, which are designed to improve and clarify the disclosure of oil and gas reporting issuers.

Read more

CSA seek more information about the quality of audit firms through proposed changes to auditor oversight rule
Canadian Securities Administrators

Toronto - The CSA today published for comment proposed amendments to NI 52-108 Auditor Oversight, which would give regulators greater insight into situations where the Canadian Public Accountability Board (CPAB) has imposed significant remedial actions on an audit firm.

Read More

Chairman of the BORED
Talent management magazine

Even seasoned executives may need training and advice on how to present and interact effectively with the board of directors.

The higher any executive rises in an organization, the more time he or she will spend working with the board of directors. Most CEOs estimate they spend roughly 15 to 20 percent of their time preparing for board meetings, working with the board or interacting with board members individually. Yet executives get little training or guidance on how to be effective when working with a board of directors. They typically learn from watching their boss - adopting good and bad habits along the way.

Read More

The External Directors Of A SME
Lavery, de Billy
  • Good governance can and should create value for SMEs
  • Good governance can constitute protection against a director's potential liability
  • The general duties of the director of a SME are the same as those of the director of a large corporation (care and loyalty)
  • The terms for complying with duties and implementing governance should be simple and practical in the context of a SME
  • An adequate structure and openness by management must be present before agreeing to act as an external director
  • Several measures can and should be taken at the external director's initiative

Read More

Shareholders entitled to reimbursement in connection with shareholders' meeting
Stikeman Elliott LLP.

The Ontario Superior Court of Justice recently issued its decision in Goodwood Inc. v. Cathay Forest Products Corp. The decision is noteworthy in that it could have significant and practical implications for dissident shareholders (and target companies) in respect of reimbursement of expenses by a target company.

Read More

Canadian Securities Administrators to Regulate Proxy Advisory Firms
Goodmans LLP

On September 19, 2013, the Canadian Securities Administrators (CSA) provided an update on the potential regulation of proxy advisory firms. Based on feedback from market participants, the CSA advised that they will develop a policy-based approach to the regulation of proxy advisory firms. The proposed regulatory approach is intended to promote transparency and understanding in proxy advisory services through recommended practices and disclosure. The proposed approach is expected to be published for comment in the first quarter of 2014.

Read More

5 Steps To Transition: The Canada Not-For-Profit Corporations Act
Dentons

This article is a follow up to our October 2011 article regarding the Canada Not-for-Profit Corporations Act ("CNCA"), which had just entered into force. In that earlier article, we advised you of the key provisions of the Act, and the requirement to continue your not-for-profit corporation under the CNCA on or before October 17, 2014, failing which the corporation will be dissolved.

Read More 

CRA Releases New Not-for-Profit Organization Technical Interpretations
Borden Ladner Gervais LLP.

In CRA document no. 2012-0454251E5 - "149(1)(l) - Donations to capital fund - Section 149(1)(l), 248(31)", a not-for-profit organization ("NFP") providing athletic and social activities for its members asked whether it could fund the improvement and expansion of its existing facilities vis--vis a "multi-year, multi-million dollar capital improvement project" with donations from its members and businesses affiliated with its members. Perhaps unsurprisingly, given the CRA's position in recent years that the most appropriate way for an NFP to fund a capital project is through grants, donations and member contributions, the CRA confirmed that it could. The NFP further inquired as to whether it could recognize contributions from members for its capital project with a "wall of honour" or naming rights in connection with capital assets. The CRA responded that recognizing member contributions with a "wall of honour" or naming rights should not jeopardize an NFP's tax-exempt status where such recognition has only a nominal value. However, and perhaps even more surprisingly, the CRA cautioned that if the amounts received by an NFP in exchange for such recognition provide an economic benefit to a donor business and those received amounts are "not incidental", the NFP could be considered to have a profit purpose and thereby jeopardize its status.

Read More

Bill 85 Amends The Not-For-Profit Corporations Act, 2010
Borden Ladner Gervais LLP

On June 5, 2013, the Ontario government introduced in the legislature Bill 85, the Companies Statute Law Amendment Act, 2013. Bill 85 seeks to amend more than 80 Ontario statutes, including the still unproclaimed Not-for-Profit Corporations Act, 2010 ("ONCA").

Read More

For Profit, Non-Profit Or Something In Between: Community Contribution Companies
Alexander Holburn Beaudin + Lang LLP

BC's Business Corporations Act (the "Act") recently introduced Community Contribution Companies, or CCCs. When seeking to incorporate for a purpose that is not purely for-profit or non-profit, it may be worth considering a CCC.

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  
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:-

Senior Administrative Assistant to Executive
Insurance Corporation of British Columbia
 
Executive Assistant to the CAO
City of Markham

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)
 

Board Portals & Paperless Boardrooms - Breakfast Session


Vancouver: December 02, 2013
Calgary: December 03, 2013
Toronto: December 04, 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.

 

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