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Newsletter of the Canadian Society of Corporate Secretaries
 
lynn imageDear CSCS Member 
 
What better time to be a member of CSCS!
 
In these times especially, Corporate Secretaries and other governance professionals need resources to draw from, access to expertise, and an ability to connect to a network of peers to gain best practices and CSCS is their one-stop solution.
 
CSCS exists to provide this support to our members, so that they may stay plugged in and informed in their governance role. Whether you are dealing with increased activity in the boardroom (succession planning, board evaluations, compensation, disclosure, etc.), or with regulatory change, or increased stakeholder scrutiny on disclosure and transparency in all types of organizations, we are the source for the latest news/updates and guidelines to guide you.
 
The Society is also making it a point to focus on continually enhancing the value of membership with CSCS. A few initiatives in particular that we are working on and very excited about for 2010 are:
 
Our 2010 Lake Louise conference (August 22 - 25.)
Mark you calendars! The 2009 event in St. John's last August set the bar very high with a streamlined agenda, flawless speakers and the unique flavours and sounds of Newfoundland. That being said, our 2010 program is almost complete (watch for a sneak peak very soon) with more program choices for our members' varying needs, hard hitting topics and leading experts. The scenery will also be hard to beat as we will center our social events, tours and sponsored activities around the Rockies and the Western Canadian culture. The 2010 conference is definitely shaping up to be an unforgettable event!
 
A new online membership-connecting tool coming soon!
A new networking capability for CSCS that will streamline our members' ability to connect online will be introduced around mid-2010. This online community will exist exclusively on our CSCS website and be accessible only to our members. This new platform will enable information to be conveniently shared between select groups or the entire membership, so that key issues can be discussed and useful resources can be shared. 
 
New CSCS 'Essentials' practical workshops!
Our 'Meetings and Governance Best Practices' workshop has been widely welcomed by both members and non-members of CSCS. The next sessions will take place in March in Calgary (29th) and Vancouver (30th), so register if you are nearby. Our recent sessions in Montreal, Ottawa, and Toronto have already drawn many participants who have raved about the insights they received from our dynamic duo Sylvia Groves (CSCS Chair) and David Masse (CSCS Co-Chair), on the latest 'dos' and 'don'ts' before, during, and after meetings. We will continue to work on developing professional development sessions that provide valuable, up to the minute and practical tools to governance professionals.
 
New local chapters and networking opportunities!
We have an ongoing success story with our local chapters in Calgary and in Vancouver. Both have been running local events, networking sessions and have collaborated with CSCS sponsors and members to exchange ideas on key issues for the role in their local businesses. In 2009, the CSCS board approved a chapter mandate aimed at increasing representation locally to members from East to West. We are welcoming volunteers to let us know of their interest being involved in being part of this effort in their community.
 
These new and exciting initiatives are only part of what defines our success and our unique forum. Working with important relevant like-minded organizations in Canada, finding new service providers to connect with our members, having a voice with regulators and bringing the latest news to you make our presence in your professional life an indispensible tool.
 
So renew your 2010 membership today (click here) and encourage your peers and colleagues to join us!
 
Best wishes,
 
Lynn Beauregard
President
 
CSCS Upcoming Events  
 
Meetings and Governance Best Practices

Have you ever wished you knew how other Corporate Secretaries manage their board and committee meetings to make effective use of their time and provide all the support their directors' demand? 

This "essentials" workshop will provide you with key tools for managing meetings and minutes in a risk-driven corporate landscape.
 
Spend an interactive ˝-day gaining insight on both the practical and legal requirements you need to be aware of when holding meetings, taking minutes, recording procedures, guiding directors, preparing resolutions and managing special circumstances such as conflicts of interest.  PLUS, explore a list of governance scenarios you see every day and learn how experienced practitioners and peer companies deal with the issues. 
 

 
Monday, March 29, 2010 | Calgary, AB
 
Event Details
 
Tuesday, March 30, 2010 | Vancouver, BC
CSCS Conference Update  
 
save the date
 
Head West with CSCS
 
Last year we rocked "The Rock" on the east coast. This year we're roping in the cowboys in the west at Lake Louise, AB. It's where nature speaks your name, the fresh air keeps you going and the scenery takes your breath away. A destination of this magnitude is sure to attract our highest attendance records to date.
 
So come, join the herd and lead the pack with your Company Name by taking a sponsorship package today. 
 
Click here for the complete package of 2010 Sponsorship Opportunities.
 
Best wishes,

Tina Hutchinson
Manager, Events & Special Projects
Canadian Society of Corporate Secretaries 

Fairmont

The Joyce Borden-Reed/Computershare Scholarship
 
About the scholarship:

The Joyce Borden-Reed was established by The Canadian Society of Corporate Secretaries in 2005. Today, this initiative is supported by Computershare Canada, and  the Joyce Borden-Reed/Computershare Scholarship  is awarded  annually to a  McMaster University MBA student with outstanding scholarly activity and demonstrating an affinity for study in governance, or illustrates interest, achievement, leadership, involvement, or extracurricular activities in relation to governance and governance issues

Petras_Vaiciunas 
 
The  2009 recipient  of The Joyce Borden-Reed/Computershare Scholarship  
 
Petras Vaiciunas
Alberta Chapter of the CSCS - Update  
 
 
The January 21 "Executive Compensation and Say on Pay" event was a huge success with 46 corporate governance professionals assembling to hear our speakers provide their expertise with respect to the new Executive Compensation disclosure rules which challenged Canadian corporate secretaries for the first time in 2009.  Led by David Taniguchi from Stikeman Elliott LLP, the speaker line-up included Mr. Scott Munn of Hugessen Consulting, Mr. Tom Graham of the Alberta Securities Commission and Mr. Charles (Chuck) Kraus also from Stikeman Elliott LLP.
 
 
Scott Munn provided the group with an overview of the trends in executive compensation in 2009 and discussed the effects on executive bonuses and long term incentive grants and plan design as a result of the recently experienced economic downturn.  Mr. Munn also discussed the "Shareholder Agenda" issues as recently published by RiskMetrics Group and the Canadian Coalition of Good Governance.  Evolving governance practices with respect to executive compensation were also presented, notably the increased role of the Compensation Committee Chair. 
 
Tom Graham presented his views of the newly implemented Executive Compensation rules.  He noted the key goals of the new instrument, specifically, to provide one all-inclusive number for compensation, to provide a better understanding of why companies pay what they pay, and to improve overall disclosure consistency.  The first year of compliance with the new rule was tested and the results published in CSA Staff Notice 51-331 "Report on Staff's Review of Executive Compensation".  All corporate governance professionals will be pleased to know that in the ASC's view, companies obligated to comply with the new rule had positive results overall.  The Staff Notice suggested key areas of focus going forward of which can be better "elaborated upon" in that Notice, but generally included comments on the compensation disclosure and analysis, the performance graph, and termination payments. 
 
Chuck Kraus from Stikeman Elliott LLP provided an overview of the US developments for Canadian issuers to "take heed".  The new US rules regarding corporate governance and enhanced disclosure, recurring issues in US executive compensation disclosure, and of course, hot topics such as say on pay and golden parachutes were all discussed.  It is with bated breath that we see how these developments emerge into the Canadian corporate governance regime over the next little while. 
 
On behalf of all of the Alberta CSCS members, I send along our most sincere thanks to these gentlemen for taking the time to speak at the event.  Understanding the challenges that other issuers encounter when complying with new governance rules always makes our jobs a little easier!
The Alberta Chapter of the CSCS is busy planning another event in June, set tentatively for Tuesday, June 8.  We are still organizing the details, but are hoping to land a Chairman of the Board and Chairs of each of the Nominating and Governance, Compensation and Audit and Finance Committees to (in a nutshell) provide their views of how the Corporate Secretary can play a role in making the Board/Committees more effective.  Is our talent underutilized in the Boardroom?  What advice and expertise do they want from us both in and outside of meetings?  How can we better brand ourselves as "Chief Governance Officer" within our organizations?
 
We will also be hosting an event at the end of November which will focus on electronic board portals.  More details on that event will follow in due course. 
Both of the above events have been chosen as a result of the feedback we received from the January 21 Executive Compensation session and as always, we are always hoping that the Alberta CSCS members will contact us to let us know their suggestions as to future events that members would like to see in Alberta.
 
Warmest regards & we hope to see you all in June!
 
Leanne E. Likness,
 
Corporate Secretary
ENMAX Corporation
 
 
 
Request for Assistance 
 
A Small Public traded company asks:
An Issuing Company counts trading shares in another public issuer among its assets and elects to sell some or all of those shares on the public market: does the decision to do so require committee or even board participation or is it normally made at the discretion of the Director-CFO?  How, if at all, does the value of the shares to be sold alter the nature of the decision-making process?
 
Please send all responses to info@cscs.org.   In order to provide information that is more comprehensive to our members, please use the following format to respond.    
 
Contact Name:                
Email:   
Company Type: 
(i.e. publicly traded, crown corporation, not-for-profit, government)
Company Size: 
(i.e. small, medium, large issuer based)  
Responses:
 
Responses will be collated and then forwarded to the members at a later date, as well as being posted on the CSCS Request for Assistance Section 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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March 03, 2010
In This Issue
CSCS Upcoming Events
CSCS Conference Update
Chapter Update
Request for Assistance
Advertising Opportunities
CSCS Welcomes New Members
CSCS Board of Directors
Job Postings
Membership Benefits
Events & Workshops
News & Updates
Not-For-Profit News & Articles
About CSCS
 
Join Our Mailing List
Quick Links
 
Not A Member
 
Job Postings
 
Request for Assistance
Advertisers 
 
BoardVantage
 
 
CIBCMELLON
 
 
ICSA Software
Advertising Opportunities 
 
Are you interested in advertising your company on CSCS's website and/or monthly e-newsletter?
 
For just $300.00 (plus GST) a year, visibility can be yours on either the CSCS website or the monthly e-newsletter which goes out to our members and our network of contacts. 
 
If you are interested in advertising in both for increased visibility, a package rate of $50.00 per month, or an annual charge of $500.00 is available. 
 
You can also post a press release or an advertorial article on the monthly e-newsletter.
 
The fees are:

$150 per banner ad per newsletter, or $1,000 for all issues in the year.

$350 for an advertorial or advertising article.
 
CSCS's monthly e-newsletter has a circulation of over 5,000 including our members and other governance professionals.  If you are interested in advertising, or for further inquiries, please email info@cscs.org. 
Welcome to New Members
Too Many to List!
 
CSCS is pleased to welcome 33 new members since January 1, 2010.  If you need any information or have any questions, please contact the National Office.
 
 
Welcome!
 
Board of Directors
 
Mary Batoff
Vice President, Legal & Secretary First Uranium Corporation
Toronto ON
 
Karen Dunfee
Corporate Secretary
Teck Cominco Limited
Vancouver BC
 
Sylvia Groves (Chair)
Governance Advisor
GG Consulting
Calgary AB 
 
Daryn MacEachern (Secretary) 
Assistant Corporate Secretary
Talisman Energy Inc.
Calgary AB
 
David Masse (Vice Chair)
Assistant Corporate Secretary
CGI Group Inc.
Montreal QC
 
Patricia Parisotto
Corporate Secretary
Discovery Capital Management Corp 
Vancouver BC
 
Laurel Savoy
VP Trust Services
CIBC Mellon Trust
Toronto ON
 
Joan Wilson (Treasurer)
VP & Corporate Secretary
Sun Life Financial Inc.
Toronto ON
 
 
Lynn Beauregard (President)
Canadian Society of Corporate Secretaries
Toronto ON
 
Janis McKenzie
Manager
Sun Life Financial Inc.
Toronto ON
 

Job Postings

Do you have a career opportunity that you would like to advise our members of ...?  We invite you to send your posting for distribution amongst members of the Canadian Society of Corporate Secretaries.   
 
CheckClick here for more details
 
Please login to www.cscs.org
to view recent Job Postings.
 
Board Administrator
CAMH Foundation
Posted on: Feb. 2010
Corporate
Secretary
Guelph Hydro inc
Posted on: Feb. 2010

Legal Analyst
Nexen Inc
Posted on: Feb. 2010
 
Secretary to the Board of Directors
Canadian Health Food Association
Posted on: January 27, 2010
 
Corporate Secretary
Lundin Mining Corp
Posted on: Jan. 2010
 
Director, Board Affairs
Green Shield Canada 
posted on January 13, 2010
 
Membership Benefits
 
· Advocacy
· Networking and contacts
· Membership Directory
· Information Resources
· Professional Development
· Research Library
· First Access to Employment
  Opportunities
 
To learn more about our membership benefits visit www.cscs.org
.  
Events & Workshops
 

Chartered Secretaries Canada Events
  
Chartered Secretaries Canada offers publications that may be of interest to CSCS Members
 
Practical Guides for Strategic Governance
The first guide, Understanding Your Board of Directors, of this popular series is now available in English for $19.95. 
 
Visit ICSA's online book store to order.

ICD Events

March 2, 2010
Say on Pay
 
CheckClick here for more information
 
2010 ICD Fellowship Awards
The 2010 ICD Fellowship Awards will be presented at a gala ceremony on June 2nd, 2010 in Calgary.
 
Directors Education Program developed by ICD and Rotman School of Management, UofT
 

DEP 30      
April 30, 2010 | Toronto
 
 
ICGN Annual Conference
June 7-9, 2010 | Toronto

CIRI Ontario

Shareholder engagement
Tuesday, March 30, 2010

 
News & Updates 
NOW AVAILABLE: Model "Say on Pay" Policy for Boards of Directors
Canadian Coalition for Good Governance
 
CCGG's finalized Model "Say on Pay" Policy for Boards of Directors was publicly released on January 19, 2010.
Read more
Canadian Securities Regulators 2009 Enforcement Report Outlines Efforts to Protect Canadian Investors and Markets
Canadian Securities Administrators
 
The Canadian Securities Administrators (CSA) today released its 2009 Enforcement Report. It highlights how Canadian securities regulators are actively working to protect investors and the marketplace. In addition to exposing numerous Ponzi schemes, Canadian securities regulators dealt with boiler rooms, illegal insider trading, market manipulation, disclosure violations and other fraudulent activities. 
 
 
Investors Identify Their 7 Top Concerns Relative to Succession Planning
Integral Advisors, LLC and Board Advisor, LLC
  
Succession, particularly CEO succession, is receiving unprecedented scrutiny from investors and the media. Investment analysts, private equity firms and rating agencies are increasingly factoring succession issues into investment decisions and ratings. Large institutional investors and activist investment funds are targeting companies - and their boards - who appear to have high risks relative to succession planning. Investors have begun to raise questions about succession planning - and whether the board has adequately addressed it - in meetings with directors and CEOs, at investor conferences, on analyst calls and even by sending letters on this issue to selected companies in their portfolios.
Developments in Executive Compensation Disclosure for Canadian Issuers
McCarthy Tétrault
 
On November 20, 2009, the Canadian Securities Administrators (CSA) issued CSA Staff Notice 51-331 (the Staff Notice) reporting findings of their targeted compliance review of executive compensation disclosure of 70 (unnamed) reporting issuers in relation to compliance with the new executive compensation rules that were implemented on December 31, 2008. The focus of the reviews was to assess compliance with the new executive compensation disclosure requirements, use the review results to educate companies about the new requirements, and identify any requirements that need clarification or further explanation to assist companies in fulfilling their disclosure obligations. 
Read more  
Sense and Recompense: Executive Compensation in the Crossfire 
InsideCounsel
 
General counsel are getting involved in compensation issues like never before. Even in the best of times, people maintain a certain smoldering indignation over how, and how much, senior corporate executives are paid. But as long as markets rise, most folks are content merely to grumble about it, the way they do about baseball salaries or the price of gas. 
Read more
Goldman Sachs Considers Charity Requirement
 
Institute of Corporate Directors 
 
While the past few years have necessitated boards of directors putting a majority of their time and effort into getting the regulatory requirements right, a new survey from PricewaterhouseCoopers (PwC) and the Clarkson Centre for Board Effectiveness (CCBE) in collaboration with the Institute of Corporate Directors (ICD) shows that now is the time for directors to put their focus back on to the business strategy and put their agendas into action. Read more
Ontario Securities Commisson
Canadian Securities Law Online
 
On January 7, the New Brunswick Securities Commission (NBSC) published NBSC Notice 91-701 to respond to certain frequently asked questions on NBSC Local Rule 91-501 Derivatives (the Rule). As discussed in our previous update dated December 14, 2009, the Rule imposes registration and risk disclosure requirements in respect of trades in "derivatives" as defined in the Rule, other than trades among qualified parties. 
Read more
New CSA insider reporting regime scheduled to come into force in April 2010
Canadian Securities Law Online
 
The Canadian Securities Administrators (CSA) today announced the adoption of National Instrument 55-104 Insider Reporting Requirements and Exemptions (NI 55-104), and the related companion policy, along with the repeal of, or amendments to, a number of related instruments and policies. Insider reporting requirements and exemptions have been harmonized under NI 55-104 across all Canadian jurisdictions, except in the case of Ontario, where equivalent requirements will remain in the Securities Act (Ontario). Despite the difference in approach, the substance of the new requirements will be the same across the CSA jurisdictions. An earlier form of NI 55-104 was published in December 2008 for comment. While some changes where made to NI 55-104 in response to comments received, according to the CSA the final form of the instrument is substantively similar to the earlier proposal. 
Read more
 
Corporate Governance and Environmental Disclosure
Ontario Securities Commission
During 2010, we will conduct a review of compliance with the requirements of National Instrument 58-101 Disclosure of Corporate Governance Practices. The review will build on the results of our 2007 review, described in CSA Staff Notice 58-303 Corporate Governance Disclosure Compliance Review. Our review will involve assessing the adequacy of corporate governance disclosure in information circulars (or annual information forms or annual management's discussion & analysis, if applicable) filed by issuers in spring 2010. Read more 
RiskMetrics releases new governance ratings
The cross border group
 
The proxy advisory firm scraps CGQ in favor of a more 'transparent' measure

Just in time for proxy season, RiskMetrics has unveiled its new governance rating tool and the successor to the Corporate Governance Quotient (CGQ): the Governance Risk Indicators (GRIds). The new system, touted as more transparent and comprehensive than its predecessor, will use answers to more than 70 questions to identify a company's 'level of concern' across four categories: audit, board, compensation and shareholder rights. In a departure from the previous approach, GRIds will rate companies according to their jurisdiction's best practices, as defined by RiskMetrics, rather than according to their peer group. In another new move slated to increase transparency and facilitate annual updates, RiskMetrics will link GRIds to their proxy voting recommendations.
Read more
 
RiskMetrics finds a buyer in MSCI
The cross border group
 
Former Morgan Stanley unit picks up proxy advisory firm
 
Less than eight weeks after putting itself up for sale, RiskMetrics found itself a buyer. After a failed attempt to purchase the Dow Jones' index arm, MSCI, the investment research firm and former division of Morgan Stanley, announced today that it will acquire RiskMetrics for $1.55 billion. The transaction values RiskMetrics' stock at $21.75 per share, just shy of a 20 percent premium on Friday's closing price. When RiskMetrics first put itself on the proverbial selling block in January, many anticipated the company could fetch $1.3 billion which at the time represented a 30 percent premium over the previous day's closing price.

Read more 
Not-For-Profit News & Articles
 
Parliamentary Procedures:Running a Meeting: 
GDL counsulting 
 
Does your board, council, or committee use Robert's Rules of Order. Have you wondered whether you knowledge is comprehensive. This newsletter focuses on the topic of "Running a Meeting." Read more 
 

 
 
Nonprofits need leadership but short-change its development
Fundraising & Philanthropy
 
Leadership: every nonprofit needs it. Current leaders say it's in short supply. Recruitment experts tell us it will be in even shorter supply in the future. Staff members leave nonprofit organizations to develop their own leadership potential elsewhere. If it's so important, why is almost no one working on it? Read more
 

   
Nonprofits and Copyrights: What You Need to Know
Blue Avocado
 
There are two things to worry about with copyrights: protecting original material that your organization has created, and making sure that your organization isn't improperly using material that someone else owns. Blue Avocado asked copyright attorney Kate Spelman to help us with these issues, and she generously gave all of us her expertise and time.  Read more
 

Merging Nonprofit Voices into a Political Force
Blue Avocado
 
Robert Egger is mad [and so are we!] about the Supreme Court decision allowing corporations and unions -- but not nonprofits -- to spend unlimited monies on political campaigns. And he has some ideas about what to do about it: For the last four years, I've been wondering what it would take to unite the nonprofit sector in America.
  
Should the Board Hold Executive Sessions?
Blue Avocado
 
Nonprofit boards are often criticized for a lack of vigor, being subservient to their executive directors, and for weak evaluation of their chief executive. The need for frank and informal discussion about staff performance, and the importance of the board developing a sense of itself, are just two reasons why many boards hold executive sessions. Read more
 

 
Ten Quick Ways to Improve Board Meetings
CompassPoint - Nonprofit Services
 
Are you feeling a little lazy-as we are-as this summer comes to an end? There are some tasks, such as mending a button or doing one thing to improve board meetings, that are the sort of thing that take "a year and fifteen minutes to do." This issue of the issue's question, and then goes on to give you Ten Quick Ways to Invigorate Board Meetings. Have a great fall. - Jan Masaoka Read more
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 positions 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.