THE NEWSLETTER  FOR THE CANADIAN SOCIETY OF CORPORATE SECRETARIES

NOVEMBER  2011

 

President's Message
  

Dear Member ,

 

As many of you are aware, CSCS recently initiated a national project to improve shareholder democracy processes in Canada. A very successful inaugural Shareholder Democracy Summit was held in Toronto on October 24 and 25, 2011. Participants included the Toronto Stock Exchange, federal and provincial regulators, service providers to issuers and institutional shareholders and key industry organizations including the Canadian Stock Transfer Association, the Canadian Coalition for Good Governance, the Canadian Investor Relations Institute, as well as US and international experts on American, European and Australian shareholder democracy processes. The next steps for the organizing committee's 2012 work plan are:

 

  • Publishing the materials gathered to date with an expert analysis by the organizing committee of the lessons learned.

  • Mapping the work to be done, setting achievable objectives, milestones, and the conditions for success that will lead the project to improve shareholder democracy in Canada to fruition.

  • Organizing an additional session (Summit 1.01) to take place in 2012 to elicit the views and concerns of investment managers, pension funds, mutual funds, and investment dealers.

  • Setting up stakeholder working committees to map the current voting processes in sufficient detail, to seek improvements by re-thinking the processes, and to define more efficient information flows.

  • Convening a symposium of experts and stakeholders focusing narrowly on OBO - NOBO status to consider the role it currently plays, the challenges it poses for voting processes, and possible policy alternatives.

  • Publishing findings, sharing information and seeking comments on the part of stakeholders as the work progresses.

We again want to express our appreciation to all Summit participants for their contribution. CSCS will be counting on them to lend their personal support, and that of their organizations, for this important work. In that regard David Masse, CSCS' Chairman of the Board has said that "we are confident that together we will craft a Canadian approach to shareholder democracy that will elevate corporate governance for all Canadians, and serve as an example to be emulated abroad." Information on the Summit is available on the CSCS website at www.cscs.org/summit 

On other fronts, CSCS is busily working on our strategic planning imperatives with a focus on: 1 - A comprehensive marketing plan for the next 3 years to enhance CSCS visibility and membership; 2 - A professional development plan, which focuses on continuing to build on our successes with local and national events and seminars, in order to enhance our members' access to relevant information and learning; 3 - A membership engagement initiative, which will gather groups of members in similar industries or geographic regions to discuss issues of common interest, a mentorship program and a member referral campaign; 4 - A more comprehensive, navigable and resourceful web site; and 5 - Public policy and advocacy efforts on behalf of our members. In addition, we are already starting to work on the program for the 2012 annual CSCS conference, which will be in Vancouver (August 19 - 22), with, for starters, a Call for Speakers (see below).

We are pleased to be moving further down the continuum on all of these important initiatives so as to continue to enhance the value of CSCS for our members.   

Regards,

 

Lynn Beauregard
President

 

Shareholder Democracy Summit: Post-Summit Story  
 

David Masse

The Summit was an unprecedented gathering of all the key stakeholders who have a role to play in the regulation and administration of the processes by which the holders of shares of Canadian public companies vote their shares at shareholder meetings.

 

The current processes do not adequately serve the interests of participants in the Canadian capital markets. The reasons for this are many and varied, and are in large measure due to the unprecedented growth in the volume and complexity of transactions in the capital markets in the recent past.

 

The Summit process, which is continuing, is a unique and unprecedented opportunity for all stakeholders to gather and share vital information with the objective of improving the voting process to ensure that it can serve appropriately as regulators and public interest groups place increasing importance on shareholder democracy.

 

The Society has taken upon itself the role of catalyst for the Summit as our members as corporate secretaries and governance professionals witness the dysfunction of the current system first hand and we see the companies we serve and their shareholders suffer the consequences.

 

What we have learned in organizing the Summit to date is that the simple act of getting the stakeholders in each other's presence, and sharing information that is presently trapped in silos, affords insights that will allow all the stakeholders to learn how they are able to contribute to improving the existing processes.

 

The Summit process presents an opportunity to the participants, as Canadians, of developing an efficient modern shareholder democracy process that will be a significant competitive advantage for Canadian capital markets and serve as an example to US, European and Asian markets.

 

In the course of the Summit, the participants thanked the Society for assuming the leadership role on these issues and all the key stakeholders confirmed their belief that the issues raised by the Summit process were vital issues and that the CSCS should continue to lead the stakeholders towards the development of a renewed, efficient and transparent shareholder rights process.

Read More


Conference Update
Success for 2011; Gear up for 2012  

This year's Corporate Governance Conference achieved record-breaking attendance; a total of 320 delegates. It was a pleasure to host you in Quebec City and we hope that you all enjoyed your time and networking opportunities.

 

It's not too early to plan for your future event participation! Mark your calendars for Vancouver, BC, August 19 - 22, 2012. If you're eager to get a head start on your planning, the accommodation line is open and available. Click here to view the 2012 details now.

 

Cheers,

 

Tina Hutchinson
Manager, Events & Special Projects

 

callforspeakerCSCS 2012 Annual Conference - Call for Speakers

 

In 2011 more than 300 corporate secretaries and governance professionals, from across Canada and elsewhere, gathered in Québec City for three days of dynamic conference sessions, keynote addresses, workshops and exhibits.

In preparation for the 14th Annual CSCS Corporate Governance Conference in Vancouver we are looking for individuals to bring the industry's key topics to life at the event. Our Call for Speakers is now open!

The conference features streamed sessions for issuers, not-for-profit organizations and crown corporations. At this time, CSCS is seeking proposals for keynote addresses, plenary sessions, panel discussions, workshops and roundtables.

All submissions are due by Friday, December 16, 2011.

For more information or to submit a proposal please click here.

Sincerely,

Lynn Beauregard, President
Canadian Society of Corporate Secretaries

 
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:

What services are included in Board Chair and Committee Chairs retainer fees? What policies do you have in place to determine whether or not additional meeting fees are paid for Board Chair and Committee Chairs outside of regular board and committee meetings.

  

Your Response:

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

 

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(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:  
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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.

The Canadian Institute's 8th Annual Crown Corporate Governance
8th Crown Corporate Governance

Tuesday, January 24 to Wednesday, January 25, 2012
SHERATON OTTAWA HOTEL, Ottawa, Ontario

Sponsors 2009

Advertising Supplement
 

Ask Brock


Some of our senior management will be overseas on the day our AGM takes place at a meeting room in Toronto. It's very important that they participate in the meeting, but neither the travel plans nor the AGM can be changed. Any suggestions?


I'm going to start with the simplest option. You might recognise it if you've been involved in the organizing of an investor day and news conference where you had an audience present in the room, as well as participants and/or presenters in remote locations.

 

Assuming you are using a sound system in your meeting room, you'll need one additional piece of equipment called a telephone hybrid. This takes the audio from the sound system and converts it into a phone signal, and visa versa.

 

When we do this type of event with our clients, we make sure that there will be a dedicated sound technician available throughout the event to monitor volumes and be in a position to react immediately if necessary. It's not good enough to have a floating sound tech that is monitoring a number of meeting rooms simultaneously.

 

We work with the sound technician an hour or two prior to the start of the event to test the volume of all the microphones so your senior managers listening remotely will be assured good quality audio. We also ensure that the configuration of the mics and speakers in the meeting room don't generate feedback when your phone participants address the meeting.

 

Finally, we ensure we have a direct line the conference operator monitoring the call and the technician, so if the conditions change, we can easily get word to the sound tech to adjust the volumes.

 

There are other options, such as connecting by video conference to the meeting room. This isn't necessarily more expensive, or more complex, but is still not commonly done. I would be happy to explain how that set-up would work as well.

 

OK, but what if we're just connecting one executive to the meeting? Why would we involve our teleconference provider?

 

Good question. The role of the teleconference provider, from Chorus Call's perspective, is to coordinate the testing and ensure good quality audio. Often we are educating the sound technician who may have never had the opportunity to do this type of set-up. If it's important that your executive member hear the meeting properly and be heard clearly when he/she addresses the meeting, then involving a firm like ours will help ensure that the conditions for a successful meeting are in place.
 

 

Brock Stine is General Manager for Chorus Call Canada, a communications company specializing in offering teleconferencing and webcasting services to the business and not-for-profit sectors.  If you have a question to ask Brock, please e-mail him at bstine@choruscall.com or call 1-800-319-3929.

 
News and Updates
2011 Best Practices for Proxy Circular Disclosure
CCGG is pleased to announce we have published 2011 Best Practices for Proxy Circular Disclosure. The document is available on our website in the Best Practices area.
 
CCGG Releases Governance Differences of Equity Controlled Corporations Policy

 

We are pleased to announce that CCGG has released new guidelines entitled "Governance Differences of Equity Controlled Corporations", available here for your review.

Many large Canadian corporations are controlled by a family, a parent company or a group of shareholders through their holdings of common shares. Effective equity control can come from holding as little as 20% of the common shares of a widely held company. CCGG recognizes that the guidelines in 2010 Building High Performance Boards may not apply equally to equity controlled companies. These guidelines were developed to take into account the legitimate governance differences of equity controlled corporations.

 
Corporate Governance: CCGG Releases Governance Guidelines for Equity Controlled Corporations
Blake, Cassels & Graydon LLP

The Canadian Coalition for Good Governance (CCGG), an organization representing institutional shareholders and asset managers, has released new governance guidelines entitled "Governance Differences of Equity Controlled Corporations" (the Supplemental Guidelines).  In recognition of the "legitimate governance differences of equity controlled corporations", the stated purpose of the Supplemental Guidelines is to supplement CCGG's "2010 Building High Performance Boards" (the Base Guidelines) governance policy for public companies which CCGG notes "may not apply equally to equity controlled companies".

Read More

Dissident Ambush of a Shareholders' Meeting - Tactics to Consider

Canadian M&A Perspectives | Published By McCarthy Tétrault LLP

 

A common technique by dissidents seeking to replace a board of directors is to nominate a rival slate of directors from the floor at the company's annual meeting. The dissident group might succeed because the target company has not had time to round up support from friendly shareholders who did not bother to vote.

Read More

Fighting Back: Considerations for Addressing a Dissident Proxy Battle
Canadian M&A Perspectives | Published By McCarthy Tétrault LLP

Contested shareholder meetings are often dramatic events which have the potential to result in, among other things, enhanced scrutiny of a board of directors, increased media coverage and litigation. Emotions tend to run high and decisions often need to be made quickly (particularly for those facing a dissident group who followed the advice given in Matthew Cumming's blog post, Dissident Ambush of a Shareholders' Meeting - Tactics to Consider).

Read More

Rules in Private: Part II

Bennett Jones LLP

 

Private companies often require very little governance. But as a business begins to emerge from obscurity and attract an increasing number of investors, it may become desirable to introduce new measures. These are represented by an agreement signed by shareholders called a "unanimous shareholders agreement" (USA). Published in the September 2011 issue of Lexpert magazine as part of Barry Reiter's regular column.

Read More

Corporate Secretary: Practising Law?

Lawson Lundell LLP

 

Toronto, Canada - The Canadian Investor Relations Institute (CIRI) today submitted a recommendation to the Canadian Securities Administrators (CSA) to provide equal access for investors and others to information filed on SEDAR (System for Electronic Document Analysis and Retrieval) by publicly traded companies. (more | letter to CSA)

Read More

Obligations Of In-House Lawyers Under The New Alberta Code Of Conduct
McCarthy Tétrault LLP

As of November 1, 2011, in-house counsel in Alberta will be governed by a New Code of Conduct (New Code) based on a model code developed by the Federation of Law Societies of Canada. The purpose of adopting the New Code in Alberta is to facilitate lawyer mobility across provinces by developing increasingly standardized rules of conduct and to promote public confidence in a self-regulated legal profession across the country.

Read More

Amendments To Executive Compensation Disclosure Requirements
Gowling Lafleur Henderson LLP

The Canadian Securities Administrators (the "CSA") are adopting amendments to Form 51-102F6 Statement of Executive Compensation ("Form 51-102F6") which will come into force on October 31, 2011 and will apply in respect of financial years ending on or after October 31, 2011. The amendments range from drafting changes to clarify existing disclosure requirements to new substantive requirements, particularly in the Compensation Discussion and Analysis ("CD&A") section of Form 51-102F6.

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

 
IN THIS ISSUE
President's Message
Shareholder Democracy Summit: Post-Summit Story
Conference Update
Call for Conference Speakers
Call for Membership
Request for Assistance
News and Updates
Not-for-Profit News and Updates
Sponsorship Opportunities
Job Postings
Events
Publications
Quick Links
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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
 

Richard Fujarczuk
Vice-President, General Counsel
Atomic Energy of Canada Limited.    

Jennifer Harker
Senior Legal Counsel
Pembina Pipeline Corporation
  
 Maria Lyras
Acting Director, ICD Directors Register
Institute of Corporate Directors
 
Lisa Melnyk
Assistant Corporate Secretary
Bengal Energy Ltd.
 
Weisenberg, Meghan   Atomic Energy of Canada Ltd
 
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.   

 
Co-ordinator, Shareholder Services
Sun Life Financial 
 
Legal Business Analyst
Encana   
 
Senior Manager of Board Services
Toronto District School Board  
 
Events & Workshops

 

Canadian Society of Corporate Secretaries

 

Alberta Chapter of CSCS: Annual Christmas Cocktail Reception and Update on Shareholder Democracy Issues


When : 05 Dec 2011
where: Bow Valley Club, Dining Room (3rd floor), 205 5 AVE SW, Calgary, Alberta

 

Click here to Register

 

For complete list of CSCS events click here

Canadian Investor Relations Institute

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

 

Start your Professional LLM at Osgoode this September!
Choose from Business Law, Securities Law, Tax Law, ADR or General.
Limited spaces available. Apply Now.

Visit www.osgoodepd.ca for more information or contact LLM Admissions at 416.673.4670, toll-free within Canada at 1.888.923.3394, or by email.

 
 
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.

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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