CSCS Newsletter



Dear Usha,

The Canadian Society of Corporate Secretaries (CSCS) strives to provide its members with the tools necessary to become expert in their roles as corporate secretaries, governance practitioners, or shareholder communication services professionals and to strengthen the corporate secretary's profile in the organizations.
The increasing focus on good company practices, effective shareholder communications, timely disclosure, and effective board administration makes it clear that now is the time for a strong Canadian association which effectively represents the interests of the professionals that work towards ensuring good corporate governance.  

We are pleased to present the May Issue of the CSCS E-Newsletter.  

 President Message


Dear CSCS Members and Friends,
In this time of increased risk, governance concerns tend to rise to the surface and the goalpost for what is considered 'best practice' seems to constantly be shifting.  This is one of the key reasons why the Canadian Society of Corporate Secretaries (CSCS) focuses so much of its energy on gathering insights and tools from across its sphere of influence, to assist in keeping our members and their organizations plugged in, especially in challenging times.
At CSCS, we understand that your attention has to be focused on the task at hand, as resources are scarce and budgets are reduced.  By keeping our finger on the pulse of key shifts and changes for you, we can help you focus your energy where it counts. This e-Newsletter is just one of the many valuable tools we use to bring you relevant information and news.  We are also continuously improving and consolidating a wealth of existing resources, templates and best practices on our website, so as to make it easier for you navigate quickly.  
Equally as important for your success as a governance professional, is to be connected to a network of like-minded practitioners and experts across Canada. Again, your CSCS membership is your vehicle to being able to access the most relevant and appropriate contacts for your organization. Through our connections with other professional associations in Canada, our relationships with the regulators who impact your profession, our events and, of course, our annual conference, you gain access to your colleagues and recognized experts in the profession.
But the best part is that CSCS has created the most important resource for our members - through the membership itself.  By continuing to grow our numbers, we grow our influence, our ability to tap new information, and our ability to represent your views when it matters.  Our 'Requests for Assistance' service receives more responses providing tools, updates and tried-and-true advice from fellow members.  These are archived for access by all members on the 'Members Only' section of the website.
Keeping your membership in CSCS active is one of the most value added things you can do in this time of belt-tightening and cost-cutting.  Now you can also benefit by introducing CSCS to a colleague or a friend as we are launching a new Member Referral Initiative.  For each new member that you introduce to CSCS, you will receive a 20% discount on your 2010 membership dues!  Be responsible for 5 new members joining before December 31, 2009 and your 2010 membership will be FREE!  Spread the word!
We look forward to seeing you at the Annual Conference - register now to save with the early bird discount!
Best wishes,
Lynn Beauregard
President, CSCS 


How would you like to be the mastermind behind the name of the CSCS monthly e-Newsletter? Well, here's your chance. Since we started the e-Newsletter in July 2006, there have been changes to the publication's format, design, and content but we haven't changed the name. This is a great e-newsletter and needs a great name!  And CSCS needs your suggestions. 
We are looking for a short, catchy name for the e-Newsletter.  It cannot be a registered name, trademark or brand for any other publication, person or entity.  In the event of the selected name having been submitted from more than one person, the first entry received will be deemed the winner.
Enter NOW for a chance to win free registration to the 2009 CSCS Annual Corporate Governance Conference.  Forward your suggestions to  Be sure to include your full name, phone number and email address.  Contest closes at 12:00pm EDT on June 12, 2009. 
The winner will be announced in the next e-Newsletter. 
conference update 
Registration for the 11th Annual Conference is well underway and we're already counting down the days until St. John's, NL - only 84 days! Register today, by clicking here.
And don't forget to bring your loved ones. We've got great tours and activities lined up for them. 


CSCS has been notified by WestJet of an upgrade to their reservation system. As a result, the current promo code used for discounted flight bookings is no longer valid online. The promo code is valid by telephone only.
To make your flight reservation:
Call WestJet directly at 1-877-952-4696. Agents are available Monday to Friday 8:00 am to 4:30 pm Mountain Standard Time. The promo code QC6013 remains the same.
We apologize for any inconvenience.


More Tour and Golf Information
This year tour registration is a bit different; you must book your tour directly with McCarthy's Party, the tour operator. You'll notice that you can still select tours in the registration form. This is a secondary measure that CSCS has taken. Closer to August we'll compare our tour lists with that of McCarthy's Party and make sure that all delegates are accounted for.
If you are interested in taking part in the tours or golf, book and pay today by calling 1-888-660-6060 or by visiting
A Note about Accommodation
Thanks to the generous sponsorship of Kingsdale Shareholder Services, members will receive an accommodation discount on their booking at The Sheraton Hotel Newfoundland. Save $20.00 per night off the CSCS preferential rate, to a maximum of $60.00. This opportunity is available to CSCS Members only.
How to Receive Your Accommodation Discount:
The first step is to call and book your accommodation with The Sheraton Hotel Newfoundland. You may book online by clicking
here, or by calling 709-726-4980. Be sure to quote "Canadian Society of Corporate Secretaries" or "CSCS". Once you have received your confirmation number, your work is done and CSCS handles the rest.
We will coordinate the members discount with the hotel after you have made your reservation. The discount will be applied to your final bill.
not a member 
Promote Your Business
This year CSCS has been thinking outside of the box and working creatively to market your brand and image within the CSCS conference. We're working with your marketing goals on a limited budget.
What about a conference bag that is also a cooler? Or pens that can also be a USB key? How about promoting your environmental initiatives by providing each delegate a "seed" bookmark that can be planted?
We've got lots of ideas that work with a whole range of budgets. Contact Tina Hutchinson today for more information!
416-921-5449 ext. 315 or toll free 1-800-774-2850
And not all of this would be possible without the support of our sponsors:
Conference Sponsors

Want to see your logo here?  Contact Tina Hutchinson (  �  416-921-5449 ext. 315 or 1-800-774-2850 x 315) to book your conference sponsorship package today.
Special Column 
I Just Don't Know if I'm Coming or Going
By Sylvia Groves 

David Masse and I presented on board meeting processes at the Canadian Corporate Counsel Association's national conference in April. Despite the soggy Montreal day, we had an eager and interactive audience... Read more
Special Feature
The Corporate Secretary as Strategy Facilitator - An Opportunity for Process Leadership
By Dirk Schlimm
Robert Sartor, chief executive of Calgary based sporting goods retailer Forzani Group Ltd., was "genuinely puzzled" when US based activist investor Eric Rosenfeld launched a proxy battle to nominate new directors and force strategic change ... Read more

This is the sixth article in our series on the value-added role of the Corporate Secretary.  It explores the Secretary's role in the tumultuous world of executive and director compensation. 


CSCS 11th Annual Corporate Governance Conference 
August 23 - 26, 2009 (Sunday - Wednesday) 
St. John's, Newfoundland and Labrador 
The Sheraton Hotel Newfoundland 
Click here to register

Join us at the 2009 ICD Fellowship Awards Gala
June 4th, 2009
Fairmont Royal York Hotel, Toronto, Ontario
Click here for more information
ICD Ontario Chapter Breakfast:  Hot Topics in Executive Compensation
June 16, 2009 
Click here to register


Directors' Education & Accreditation Program
The Directors' Education & Accreditation Program delivers value through its concentrated delivery, reasonable tuition, and widely recognized designation - Accredited Director. As this is a rigorous program that is completed in three days, pre-reading is required. Tuition includes all materials, breakfast and lunch.
September 23 - 25, 2009
Montr�al: October 26 - 28, 2009
For more information, click here 

Essentials of ... Workshops:
Oct 01, 2009: Essentials of Corporate Governance ... read more
Oct 19, 2009: Essentials of Corporate Financial Management ... read more  

Come join and hear industry leaders and IR experts offer their views and advice during dozens of breakout sessions, roundtables, workshops, panel discussions and presentations.  Click here for more information.  /div>

Lead Canada

Sustainability Reporting with the Global Reporting Initiative (GRI)
June 10 - 11, 2009 (Winnipeg, MB)  

Click here for more information

In This Issue - May 2009

CSCS 11th Annual Conference
President's Message
Name the Newsletter Contest
CSCS Annual Conference Update
Special Column
Special Feature
Events & Workshops
Job Opportunities
E-Newsletter & Website Advertising Opportunities
Your feedback is important to us
CSCS New Members
CSCS Benefits
CSCS Board of Directors
Board of Directors
News & Updates
Request for Assistance
About CSCS
ChorusCall Ad


Chorus Call


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



CSCS Welcomes New Members

Welcome to the following individuals who have joined in May 2009!  
Lorraine B�dard
Agropur Cooperative
Tom Enright
Canadian Investor Relations Institute
Lisa Graham
The Ottawa Hospital Academic Medical Org
Marion Jerome
Peak Energy Services

Margaret Kingerski
Home Capital Group Inc.,
Lise Patry
Canadian Air Transport Security Authority
Linda Sabine
Home Capital Group Inc.
Mark Szabo
UFA Co-operative Ltd.
Jim Watt
UFA Co-operative Ltd.

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

not a  member



Board of Directors

Sylvain Aubry
Corporate Secretary
Alimentation Couche-Tard Inc.
Laval, QC
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
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
Toronto, ON
job posting 
Please login to to view recent Job Postings.
Assistant Corporate Secretary
BC Hydro
posted June 2, 2009 
Experienced Corporate Administrators
Appleby Bermuda
posted May 21, 2009

Corporate Secretary
BC Assessment
posted May 7, 2009
News and Updates 
Proposals verge on 'platitudes' 
The Bottom Line
Proposed new principles by the Canadian Securities Administrators (CSA) designed to guide Canada's corporate governance and audit committee regime for issuers of securities such as stocks ... Read more
Proposed New Corporate Governance Rules
Lang Michener LLP 
The Canadian Securities Administrators ("CSA") has proposed a revised corporate governance practice and disclosure regime. This proposal would repeal and replace the following policy and instruments ... Read more
Five-Day Filing Deadline, Public Disclosure of Late Filings and Deemed Ownership Rule All Proposed in New Insider Reporting Regime
Lang Michener LLP 
In late December 2008, the Canadian Securities Administrators ("CSA") unveiled their proposed new regime for insider reporting. The proposals are intended to harmonize and streamline insider reporting requirements in Canada ... Read more
TSX Proposing a Controversial New Rule
Torys LLP
In a move seen as a barrier to acquisitions, but also a major step forward for shareholder democracy, the Toronto Stock Exchange unveiled last week a proposed new rule that would require listed companies to seek approval ... Read more
Corporate Governance Developments in the United States May Affect Canadian Companies 
Torys LLP  

The Securities and Exchange Commission is proposing to give shareholders of U.S. public companies the right to have their nominees for election as directors included on the company's proxy alongside the board's nominees ... Read more 

Making the most of Board Dinners
Business Week

Board members typically have fairly limited interaction with the executives on whose boards they sit: presentations at board meetings, the infrequent board dinner, and perhaps the annual board strategy off-site meeting ... Read more
Corporate Governance Best Practices: A Blueprint for the Post-Enron Era
The Conference Board
The Enron bankruptcy, accompanied by the WorldCom debacle and other corporate scandals, has caused a sea
change in the attention given corporate governance and in how directors are viewed by the public ...
Read more
Governance, risk, and compliance series
Corporate reforms and new regulatory requirements have been the driving force behind increased demands on executive leaders and board members to improve their corporate governance practices ... Read more
Canada's CAs helping boards of directors deal with corporate wrongdoing
Magazine for Business/Economic Development Entrepreneurs 
TORONTO - Canada's Chartered Accountants have published a new product to help boards take appropriate action when allegations of corporate wrongdoing are made ... Read more 

The Corporation With Integrity: A Well-Found Vessel in an Angry Sea
The Conference Board of Canada
I do not take many vacations, and for me the trip-at least, most of it-was truly relaxing. I enjoyed sights
and sounds of the Pacific Northwest that I shall remember forever ... 
Read more
CCGG comments on shareholder approval in dilutive transactions
Canadian Coalition for Good Governance 
The CCGG has submitted its comments to the TSX with respect to the proposed amendments to Part VI of the TSX
Company manual ... Read more
CCGG Releases Engagement and Say on Pay Policy
Canadian Coalition for Good Governance 
The CCGG has issued its Engagement and Say on Pay Policy ...
Read more
CSCS comments to CSA proposed Governance Regime
On December 19th, the Canadian Securities Administrators (CSA) submitted a Proposed Repeal and Replacement of National Policy 58-201 Corporate Governance Guidelines, National Instrument 58-101 Disclosure of Corporate Governance Practices, and National Instrument 52-110 Audit Committees and Companion Policy 52-110CP Audit Committees. These proposed changes were posted for a comment period of 120 days, which expired on April 20th.
The proposed new regime's key features include:
  • A principles-based policy that moves away from the current 'comply and explain model'
  • A new set of disclosure requirements which would apply to both venture and non-venture issuers
  • A broader scope of principles to encourage issuers to develop their own corporate governance and disclosure practices
  • A principles-based approach to the concept and definition of independence
The Canadian Society of Corporate Secretaries (CSCS) ensured that our members were consulted and their views taken into consideration in this comment process.

Click here to view the CSCS comment letter to the CSA.
Not for Profit
Financial Reporting by Not-for-Profit Organizations
Accounting Standards Board & Public Sector Accounting Board 

The Accounting Standards Board (AcSB) and Public Sector Accounting Board (PSAB) have jointly issued this Invitation to Comment to invite feedback on the future of financial reporting by not-for-profit organizations ... Read more
What's the Point of a Non-profit Board, Anyway?
Blue Avocado 
Democracy is the worst form of government, said Winston Churchill, except for all the other ones. The same might be said of non-profit boards. Here we take an unconventional look at three dimensions of why boards exist ... Read more
Sarbanes-Oxley and Non-profits: Bogeyman in the Boardroom?
Blue Avocado
Somehow, all the publicity about Sarbanes-Oxley made it seem as if this legislation applied to non-profits, too. But contrary to what is frequently thought (and said in non-profit boardrooms!), Sarbanes-Oxley is not ... Read more
The M Word: A Board Member's Guide to Non-profit Mergers 
Blue Avocado 
The idea of a non-profit merger can be daunting. And because most mergers occur when one non-profit is in financial difficulty, it's easy to feel - inaccurately so - that merging is an act of failure ... Read more
Finance Fear Factor Ratios - Non-profit Finance & Strategy 
At even the most solid non-profit organizations some board members and executive directors are beginning to wonder and worry, "Are we okay? Should we be worried?"  Watching the traditional indicators of financial health ... Read more 
New Not-for-Profit Legislation
The corporate rules relating to Federal and Ontario not-for-profit corporations have not been updated in decades. But, both the Federal and Ontario governments have taken a renewed interest in updating the legislation ...
Read more
Challenges and Opportunities for Ontario's Not-for-Profit Sector during To ugh Economic Times
The Ontario Trillium Foundation

Ontario's not-for-profit (NFP) sector faces the current recession, and the challenging times ahead, with a mixture of fear and trepidation, tempered with a sense of opportunity.  The signs are clear ...
Read more 


Building a new not-for-profit organization: What to expect from your committees
Charity Village 
There are many purposes for appointing committees to serve the board of a not-for-profit organization. Here are three broad categories, keeping in mind that categories can vary according to the mandate ... Read more
Avoiding directors' liability in troubled economic times
Canadian Fundraising & Philanthropy eNews 
During troubled economic times, it is sometimes tempting for corporations, both not-for-profit and for-profit, to ignore their statutory obligations to remit certain amounts to the Crown in favour of meeting ... Read more
2008/2009 Association Executive Benefits and Compensation Report
Canadian Society of Association Executives  
This report, based on an annual survey of not-for-profit executives across the country, is widely hailed as the most complete and in-depth benefits and compensation survey for the not-for-profit sector in Canada ... Read more
Web-based Portal System for Board Meeting Materials
A mid-size public company asks:
We are currently analysing whether to implement a web based portal system for our company's Board of Directors meeting materials.  We currently distribute the materials via email and bound booklets.   
Question 1: What type of method(s) does your company use for its Board meeting materials distribution? Please explain any reasoning for the method you use.

Question 2: Are you considering a portal system and if so, which one?

Question 3: If you are using a web portal, were there any obstacles during implementation? And how did you overcome them?  
Drawings' log book
A large company asks: 

In addition to my work as Secretary, I am also working as a document controller on a construction site.   I receive different types of the drawings, for example "Design Drawings, Shop Drawings, Workshop Drawings ..." and these drawings sometimes come for structural, architectural, mechanical and electrical working. I currently have a log book but I fill it is not enough to organize all kinds of drawings.
Can anyone help me to create a new form for that Drawings' log book?

Please send all responses to   In order to provide more comprehensive information to our members, please use the following format to respond. 
Contact Name:                
Company Type:  (i.e. publicly traded, crown corporation, not-for-profit, government)
Company Size:  (i.e. small, medium, large issuer based) 
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.
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 ( 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.  
The promotion and advancement of effective governance and corporate secretarial practice in organisations 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

Canadian Society of Corporate Secretaries.
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Canadian Society of Corporate Secretaries | 55 St. Clair Avenue West - Suite 255 | Toronto | ON | M4V 2Y7 | Canada