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THE NEWSLETTER FOR THE CANADIAN SOCIETY OF CORPORATE SECRETARIES |
NOVEMBER 2011 |
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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:
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Publishing the materials gathered to date with
an expert analysis by the organizing committee
of the lessons learned.
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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.
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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.
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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.
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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.
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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. |
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Regards,
Lynn Beauregard
President
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Shareholder Democracy Summit: Post-Summit Story |
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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 |
| 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
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 CSCS 2012 Annual Conference - Call
for Speakers |
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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 |
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| 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
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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.
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Strategic Alliances: CSCS is allied with
international bodies and positioned to provide
members with a global perspective on corporate
governance.
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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.
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To learn more about our
membership benefits visit www.cscs.org.
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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.
Company
Type: *
(ie: Publicly
traded, crown corp, not-for-profit, government) |
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| Company Size: * (ie:
Small, medium, large, issuer based) |
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Responses: * |
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(OPTIONAL)
Please type in your contact information if you wish to publish it
with your response
| Contact
Name: |
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| Job
Title: |
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| Company: |
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| Email: |
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| Phone: |
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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. |
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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 |
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|
 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.
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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. |
| 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. |
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| CCGG
Releases Governance Differences of Equity
Controlled Corporations Policy |
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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. |
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| 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". |
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Read More |
| Dissident Ambush of a
Shareholders' Meeting - Tactics to Consider |
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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. |
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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). |
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Read More |
| Rules in
Private: Part II |
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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. |
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Read More |
| Corporate Secretary:
Practising Law? |
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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) |
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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. |
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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. |
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Read More | |
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Not-for-Profit News and Updates
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| 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. |
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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. |
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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. |
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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. |
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Read More |
| Amendments to
Executive Compensation Disclosure Rules for 2012
Proxy Season |
| Corporate Brief : CCH Canadian Limited |
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| 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. |
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Read More |
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Are you interested in advertising your company
on CSCS's website and/or monthly e-newsletter?
For just $300.00 (plus HST) annually, visibility
can be yours on either the CSCS's website or the
monthly e-newsletter which goes out to our
members and our network of contacts.
For those interested in advertising in both to
increase their visibility, a package rate of
$50.00 (+ HST) per month, or an annual charge of
$500.00 (+ HST) is available.
Press release or advertorials can also be posted
on the monthly e-newsletter. Rates are $150 (+
HST) per banner ad per newsletter, or $1,000 (+
HST) per year. $350 for an advertorial or
advertising article.
CSCS's monthly enewsletter has a circulation of
over 5,000 including members and other
governance professionals. For advertising, or
for further inquiries, please email info@cscs.org.
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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 |
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Lisa Melnyk
Assistant Corporate Secretary
Bengal Energy Ltd. |
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Weisenberg, Meghan
Atomic Energy of Canada Ltd |
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| Welcome! |
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.
|
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Laurel Savoy
Senior Vice President
Canadian Stock Transfer
Company Inc.
|
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Lynn Beauregard
(President)
Canadian Society of
Corporate Secretaries |
| 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. |
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Co-ordinator,
Shareholder Services
Sun Life Financial |
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Legal Business
Analyst
Encana |
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Senior Manager of
Board Services
Toronto District School Board
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Canadian Society of Corporate Secretaries
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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
|
| |
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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. |
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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.
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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 | |
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