THE NEWSLETTER  FOR THE CANADIAN SOCIETY OF CORPORATE SECRETARIES  
JULY 2013 

president MESSAGE

I am delighted to announce that the 15th Annual CSCS Conference on Corporate Governance, scheduled for August 18th-21st at the Westin Nova Scotian, is well on its way to achieving our attendance expectations with close to 250 people already registered!

 

The conference is set to deliver on all fronts with:

  • a full program of streamed sessions addressing key issues in governance across all sectors
  • a social program that is sure to provide many networking opportunities for you to get to know your fellow delegates in a relaxed and fun environment
  • a pre- and post-conference tour program that will provide a variety of options for you to consider, as well as activities for your family while you attend the program
  • a cast of high profile industry leaders and experts, governance practitioners and academics providing the most significant governance updates and best practices
  • the inaugural Excellence in Governance Awards dinner and ceremony - for more information on the awards and the shortlisted companies click here

Here are some of the topics on this year's program:

 

Plenary and Keynote addresses:

  • Corporate Governance - Where Are We on the Continuum of Change and Where Are We Heading?
  • Discussion on Director Independence
  • From Corporate Secretary to Business Advisor and Moral Compass: The Business of Ethics and Integrity

Workshops:

  • Anti-Corruption and Anti-Fraud: Assessing the Risks
  • Risk Management for Charities and Not-for-Profit Organizations
  • Crown Organizations: Maintaining a Strong Relationship with Government and How the Corporate Secretary Could Help in that Endeavour
  • The Role of the Board in Innovation

Concurrent sessions and panels:

  • Corporate Governance in a Climate of a Changing Regulatory Landscape and Increased Activism
  • Running a Board Without Walking on Eggshells
  • Crisis Management and Communications for the Corporate Secretary
  • Review of Proxy Season 2013
  • CEO Succession Planning
  • Leading Governance Practices to Protect Against a Hostile Shareholder Activist
  • Business Relationships - Key to Your Success
  • The New Age of Board Assessments, Skills, Recruitment, and Competencies
  • Records Management and Retention
  • Executive Compensation and Pay for Performance
  • The Board's Role in Corporate Social Responsibility
  • Governance in a Shrinking World: International View on Governance and the Role of the Corporate Secretary

And just some of the speakers who will be participating in the conference this year

  • Peter Dey, Chairman, Paradigm Capital
  • Gigi Dawe, Canadian Institute of Chartered Accountants
  • Stephen Griggs, Smoothwater Capital Corporation
  • Carol Hansell, Davies Ward Phillips & Vineberg LLP
  • Sylvia Groves, Governance Studio
  • Dr Richard Leblanc, York University
  • Elizabeth Watson, Watson Inc
  • John Rahie, Freeh Group International Solutions
  • Dr. Jose Hernandez, Freeh Group International Solutions
  • Andreas Pohlmann, SNC Lavalin
  • Samuel Schwisberg, Canadian Red Cross Society
  • Tom Enright, EMC2 Inc.
  • John Passas, Eldorado Gold
  • Melinda Moore,  Ontario Hospital Association
  • Paul Gryglewiz,  Global Governance Advisors
  • Paul Beauregard, MTS Allstream
  • Darren Novak, Houlihan Lockey
  • Robert Patzelt QC, Scotia Investments Ltd.
  • David Masse,  CGI Group Inc.
  • Viviane Neiter, Codethic, SA
  • Kenneth Bertsch, Society of Corporate Secretaries & Governance Professionals 
  • Houston Peschl, Eudaimonia

There is plenty for everyone to sink their teeth into! Check out session descriptions and speaker information here.


Don't miss the most comprehensive governance conference in Canada! Register today and come join us in beautiful Halifax in August!

 

Sincerely, 

 

Lynn Beauregard
President 

CONFERENCE UPDATE

 

In addition to our conference program of top notch speakers and sponsors (what can I say that Lynn hasn't already?) CSCS understands the value of networking with your colleagues and peers. How you network at a conference, any conference, will often determine the quality of your conference experience. Highlighted below are the social programming opportunities for you to target your networking:

 

Pre-conference Activities

These activities are open to companions and spouses and all attending delegates. We have a walking tour, a wine tour, a visit to Peggy's cove, whale watching and golf. Get to know your fellow conference participants in a smaller active activity. For the tour descriptions and details, click here.

 

Opening Reception, Dinner and Awards

CSCS kicks off the conference with a reception in the Exhibitor Hall. The reception is a great way to catch up with the other delegates and get a preliminary look at our vendors and suppliers. Follow us to dinner for our inaugural Excellence in Governance Awards dinner and presentation where every table is an opportunity for socializing. Why not try to sit with a delegate you have yet to meet? Or find a "new attendee" - they will have a yellow star on their name badge - and invite them to sit at your table.

 

Exhibitor Hall Meals and Breaks

All meals and breaks will take place in the exhibitor area. Use this time to learn and connect with the CSCS vendors and suppliers, complete the passport program and have a coffee with your conference peers.

 

Casual Evening - Reception, Dinner and Entertainment

This is our last hosted social evening and it will be held at historic Pier 21.  Don't be shy and get ready to get your hands dirty as you enjoy a traditional Atlantic lobster dinner with local entertainment. This will be a great opportunity to share some laughs cracking lobster!

 

For more information on these activities and the complete details of the conference sessions, check out the  agenda here.

 

Looking for more opportunities? Become a CSCS sponsor or partner today!

 

It's not too late for conference items or the Excellence in Governance Awards.

Capitalize on our networking opportunities, gain valuable face-to-face time with the governance professional community and access the influencers and decision makers in your market.

 

Become a CSCS sponsor or partner today! Check out the complete Annual Sponsorship and Partnership Package here.

 

Tina Hutchinson  
Manager, Events & Special Projects 
 


MEMBERSHIP NEWS

Lapsed Members  


CSCS membership dues are billed annually on a calendar year basis.

Any member who remains delinquent in the payment of current dues 90 days after the official billing automatically ceases to be a member of the Society. This year we continued to follow-up with delinquent members through until July. However, everyone has now been archived - and will not receive their Notice of Meeting for the upcoming annual and special meeting of members.

Delinquent members may be reinstated, but not unless all indebtedness to the Society is liquidated. The Board has established a reinstatement fee of $50.00 to be charged to former members whose membership has been terminated for non-payment of dues. Such a reinstatement fee shall be required to re-establish the membership of lapsed members.  

 

JOIN CSCS 

The voice of Corporate Secretaries and governance professionals in Canada 

  

Membership in CSCS is open to:

  1. Governance Practitioners, i.e. corporate secretaries, assistant corporate secretaries, governance officers, legal counsel

  2. Consultants

  3. Representative of a business that provides support services or products to the governance practice

  4. Individuals who wish to join for professional development reasons.

Members in good standing are entitled to all membership privileges, including the right to a single vote on any issue before the membership and to vote at all CSCS Members' meetings and to hold office as a Director of CSCS, if duly elected by the Members or appointed by the Board, in accordance with the Bylaws.

Membership is renewed annually 

   

Annual Membership Dues

 

The 2013 Membership fees, in Canadian dollars, are as follows (excluding applicable taxes):

  • Regular Member:      $495.00*

  • NFP and Academic Sector:   $375.00

  • Retired:   $80.00

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

 

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

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.

 

Code of Conduct for Directors - Best Practices

What is the best practice for frequency of signing a Code of Conduct for Directors? Also, how are amendments to the Code implemented; do they go forward to the Committee then the Board of Directors for information or approval?

Agenda Creation - Where is content generated from

What is the best practice for Board Agenda creation: who is responsible for creating an Agenda for a Board meeting and where is the content generated from?

Corporate Policies - Best Practice on bringing forward to Committee/Board

What is the best practice regarding what policies should be brought forward to the Board for either information or approval? We follow specific requests, however are we doing the right thing and is there something else we should be doing?

Corporate Seal - Uses and Best Practices

When is the Corporate Seal supposed to be used and what is the best practice for using it.

To Respond:

Please submit your response by going to CSCS Forum.

 

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

 

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

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

 

Click here to download the survey registration form.

  

Note: Register before August 05, 2013 and enjoy the early bird offer (up to 50% discount from the regular price on the participation fee)! See below for more details on fees.

 

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

 

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

Participation Fees*  

Member of CSCS:     Earlybird offer: $99 until August 5th 
                                         Regular Price**: $199 from August 5th to August 15th

Not a member of CSCS:    Earlybird offer: $499   *** until August 5th  
                                                   Regular Price**: $579  *** from August 5th to August 15th

 

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

The Early Bird offer expires on August 05, 2013. So don't wait and take up the offer now by completing the registration form below.

 

For further queries, please feel free to contact:

 

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


NEWS AND UPDATES
CEO Succession: Characteristics of Incoming CEOs
The Conference Board Inc

July 8, 2013 - This weeks Chart of the Week features data on the characteristics of incoming CEOs for succession events occurring at S&P 500 companies during calendar year 2012. The analysis shows that the tendency to appoint a seasoned executive (i.e., with at least 20 years of experience in the company) as the incoming CEO is associated with company performance at the time of CEO succession..

Read More

Canadian securities regulators will not implement proposed rule for venture issuers
Canadian Securities Administrators

Calgary - The Canadian Securities Administrators (CSA) today announced that they will not pursue implementation of proposed National Instrument 51-103 Ongoing Governance and Disclosure Requirements for Venture Issuers (NI 51-103)?

Read More

TSX Provides Guidance on Rules Relating to Director Elections
Blake, Cassels & Graydon LLP

With the 2013 proxy season completed, the Toronto Stock Exchange (TSX) has released guidance concerning its rules relating to director elections (the Rules). The guidance includes a discussion of, among other things, the TSX's expectations regarding detailed news release disclosure of director election voting results, as well as application of the Rules to interlisted international issuers and potential discretionary exemptions therefrom.

Read More

Proxy Voting Fact Sheet
The Conference Board, Inc

This edition of the Proxy Voting Fact Sheet contains a snapshot of the most relevant proxy season data for Russell 3000 companies that held annual general meetings (AGMs) between January 1 and June 30, 2013.

Read More

Canadian Securities Regulators Announce Results of Continuous Disclosure Reviews for Fiscal 2013
Canadian Securities Administrators

The Canadian Securities Administrators (CSA) today published Staff Notice 51-339 Continuous Disclosure Review Program Activities for the fiscal year ended March 31, 2013, which summarizes the results of the CSA's continuous disclosure (CD) review program.

Read More

Sustainability Practices: 2013 Edition
The Conference Board, Inc

Sustainability Practices: 2013 Edition discusses a total of 76 environmental and social practices-including, among others, atmospheric emissions, water consumption, biodiversity policies, labor standards, human rights practices, and charitable and political contributions-for a sample of U.S. and non-U.S. companies composing the S&P Global 1200 index. This sample is compared with findings from the S&P 500 and Russell 1000 indexes, and the findings are also analyzed by sector, revenue group, and geography.

Read More

OSC Priorities Include Improving Shareholder Democracy
Blake, Cassels & Graydon LLP

The Ontario Securities Commission (OSC) recently released OSC Notice 11-768 - Notice of Statement of Priorities for Financial Year to End March 31, 2014 (Priorities Notice). The Priorities Notice, among other things, stated that the OSC recognized the importance of shareholder democracy and acknowledged that the OSC will be working to address the recently announced initiative of the Ontario government aimed at increasing the representation of women on boards of directors.

Read More

CSA Requirements to Improve Disclosure for Investors Are Now In Effect
Canadian Securities Administrators

Toronto - The Canadian Securities Administrators (CSA) are delivering on their investor protection commitments with new disclosure requirements that will provide investors with clear and meaningful information about their investments. The amendments to National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations (NI 31-103) are now in effect, with key elements being phased in over three years to allow industry sufficient time to meet the new requirements.

Read More

Special Quorums : Recent news on responsible defences with respect to shareholder activism
Lavery, de Billy LLP

In September 2012, we reported that the Supreme Court of British Columbia had rendered a judgment1 confirming that a corporate policy imposing an advance nomination process for a shareholders' meeting was reasonable and did not infringe the shareholders' rights relating to the election of the corporation's directors ("Advance Notice Policy"). We concluded at the time that Advance Notice Policies are a tool that can prevent nominations in cases where they might be enforced by ambush or by proxy contest. Nine months later, we notice that Advance Notice Policies have been adopted by numerous Canadian public corporations and that proxy advisory firms such as Institutional Shareholder Services Inc. ("ISS") and Glass Lewis & Co., LLC ("Glass Lewis") have widely supported their implementation.

Read More 

OSC releases report on technical reports by Ontario mining issuers; unacceptable level of compliance found
McMillan LLP

Staff of the Ontario Securities Commission ("OSC") have found an unacceptable level of compliance with the requirements of Form 43-101F1 based on a review of 50 of the 460 technical reports filed by Ontario mining issuers between June 30, 2011 and June 29, 2012. Of the technical reports reviewed, 80% had some form of non-compliance, with 40% having at least one major non-compliance concern.

Read More

Testing The Waters: The Litigation Risk Implications Of Failed Say On Pay Votes For Canadian Companies
McMillan LLP

The recent proliferation of Canadian companies adopting shareholder votes on executive compensation (so called "say on pay" votes) has the potential to dramatically alter Canadian corporate governance policies. It also creates potential litigation risk against Canadian companies by enterprising shareholders, law firms, or both. This bulletin discusses the potential litigation implications of say on pay votes. We focus on the experience in the United States with say on pay litigation, the potential application to Canadian companies, and what Canadian companies can do to minimize litigation risk.

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

 

Mary D. Batoff
(Vice-Chair, Chief Governance Officer and Corporate Secretary) 
President and Chief Executive officer
First Uranium Corporation
Toronto, ON
 
Janis McKenzie
(Treasurer)
Manager, Share and Financial Administration
Sun Life Financial Inc.
Toronto, ON
 
Madeleine G. Bertrand
Director, Corporate Affairs and ATIP Coordinator
Royal Canadian Mint
Ottawa, ON
 
Misti Christensen
Manager, Governance and Assistant Secretary
Nexen Energy ULC
Calgary, AB
 
Margaret (Meg) Comiskey
Manager, Policy and Research and Assistant Corporate Secretary
Vancouver Airport Authority
Vancouver, BC
 
Gina DeVeaux
Manager Legal, Assistant Corporate Secretary
Purolator Inc.
Mississauga, ON
 
Leah M. Fitzgerald
Ethics and Compliance Officer
Enbridge Pipelines Inc
Edmonton, AB
 
Christine Mills
Manager, Corporate Affairs and Governance
BC Children's Hospital Foundation 
Vancouver, BC  
 
Dawn Moss
Executive Vice President, Administration & Corporate Secretary
Eldorado Gold
Vancouver, BC
 
Janna Pantella
Corporate Secretary
DIRTT Environmental Solutions Ltd.
Calgary, AB
 
Laurel Savoy
Senior Vice President
Canadian Stock Transfer Company Inc.
Toronto, ON
 
Lynn Beauregard  
(President)  
Canadian Society of Corporate Secretaries
Toronto, ON
 
Job Postings
Do you have a career opportunity that you would like to share with our readers?  Click here for more details
 
Recent Job Postings:-

Compliance Law Clerk
Sun Life Financial
 
Coordinator, Shareholder Services
Sun Life Financia
 
Manager, Corporate Secretarial
ATCO Group
      
Subsidiary Governance Administrator 
ATCO Group
 
Paralegal
Encana Corporation
 
Deputy Secretary | Secrétaire adjoint
The Standard Life Assurance Company of Canada
 
Assistant Corporate Secretary
Lundin Mining Corporation

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

 

CANADIAN SOCIETY OF CORPORATE SECRETARIES

15th Annual Corporate Governance Conference
August 18 - 21, 2013
Westin Nova Scotian
Halifax, NS
 

Two-Day Governance Essentials Workshop For The Corporate Secretary

(Toronto - November 7-8, 2013)
 
For complete list of CSCS events click here
 
RR DONNELLEY

For complete list of RR DONNELLEY events click here

 
CHARTERED SECRETARIES CANADA
 
For complete list of ICSA events click here
 
CANADIAN INVESTOR RELATIONS INSTITUTE (CIRI)
 
For complete list of CIRI events click here
 
Publications

 

Canadian Corporate Secretary's Guide


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

 

Pricing for 2013 is as follows:

  • Print - $1,200

  • Online - $1,500

  • Print + Online - $1,680

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

 

To order, contact the CSCS National Office by email at info@cscs.org


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