Welcome to the CSCS Monthly E-Newsletter
Dear Member:

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 August Issue of the CSCS E-Newsletter.  
President's Message 
Lynn PhotoYet another tremendous success for CSCS' annual conference, with an attendance just shy of 200 attending in beautiful St. John's NL!
The event was well-themed: 'Charting the Course and Managing the Risks', but we didn't realize how fitting it was until Hurricane Bill added some extra spice, as well as hotel renovations and a serious downtown fire in the vicinity of our Tuesday night festivities...despite it all however, the hospitality, the food, the charm of the place and friendliness of the locals and yes, even the weather all cooperated and helped make this the most successful CSCS conference yet!
A streamed program this year allowed for those attending from public issuer companies to participate in sessions that responded to their information needs, while others representing public sector, not for profit, crown and other public purpose organizations, found parallel discussions on their own specific concerns equally as useful. We would not have had such an incredible success however without the incredible speaker lineup which included Carol Hansell (Davis Ward Philips & Vineberg LLP), David Beatty, (Clarkson Centre for Business Ethics and Board Effectiveness), Ken Hugessen (Hugessen Consulting Inc), Dirk Schlimm (Jenoir Management Consultants), Patricia Olah (BCE Inc), Tim Rowley (Clarkson Centre for Business Ethics and Board Effectiveness), Madeleine Bertrand (Royal Canadian Mint), Gigi Dawe (The Canadian Institute of Chartered Accountants) to name just of few of our cast of 32 experts and practitioners who provided their professional insights on this program. My sincere thanks to them all for their time and efforts!
My appreciation also goes out to Sylvia Groves, our CSCS Chair (GG Consulting) and David Masse, CSCS Vice Chair (CGI Group Inc.) for their tireless enthusiasm as Co-Chairs and moderators of the event, and to Patricia Parisotto (Discovery Capital Corp) and Laurel Savoy (CIBC Mellon Trust) for their invaluable insights as members of the Conference Committee.


We are already hard at work on the 2010 Conference which will take place on August 22 - 25 2010 at the stunning Fairmont Chateau Lake Louise which is located in the heart of pristine Banff National Park, within a UNESCO World Heritage Site. An event not to be missed so mark your calendars now!  
Best wishes,
Lynn Beauregard
President, CSCS  
Hanging tough at CSCS Conference 
Brendan Sheehan, Corporate Secretary Magazine
There has not been a lot of good news in the world of listed companies since July 2008 when the last Canadian Society of Corporate Secretaries (CSCS) annual conference was held in Victoria, BC. This fact was not lost on the board of CSCS. As pointed out in an opening address by David Masse, assistant corporate secretary at CGI Group and the society's new chairman, 'Things got so bad with the economy that a lot of people questioned whether we should do this.  
Canadian governance awards go to CP & Cameco 
Brendan Sheehan, Corporate Secretary Magazine
CCGG highlights disclosure at CSCS conference in Newfoundland
Canadian Pacific and Cameco have joined the prestigious list of Canadian companies to receive Governance Gavel Awards from the Canadian Coalition for Good Governance (CCGG). 
Phew! It was a whirlwind tour (literally with Hurricane Bill!) but the adventures of the 11th Annual Corporate Governance Conference will go down in CSCS history.
Tina PhotoOur speakers were fresh, new and some of our best yet. David Beatty captured the crowds' attention on Wednesday morning - a feat deserving note as this was the morning after the Rally in the Alley!
Again, Laurel Hill Advisory Group put on a great show with the pub tours and local flare of Newfoundland. I hope you all will have great use of your bright yellow Sou' Westers.
This year we were treated and pampered with the evening gifts provided by Kingsdale Shareholder Services Inc. We enjoyed the slippers, the sweet treats and the hydration that was necessary after the evening festivities. And, I'm sure all of you members staying at the Sheraton noticed the $20/night discount off your room night as well. You can thank Kingsdale for that.
For those of you who enjoyed the luxury of your room a little too much or are looking for a refresher on the sessions, Chorus Call Canada will be putting together a webcast of the conference. We'll be sending the details to the attending delegates and offering the material to members at a discounted rate.
I would like to take the time to thank all of our sponsors. CSCS is very fortunate to have some of the most loyal and faithful sponsors that any organization could ask for.

Sponsors Logo

Well I'm a bit sad to see St. John's come and go, but I'm looking forward to an even better event in Lake Louise, AB for 2010.
Mark your calendar - August 22 - 25, 2010.
Get set group - I'll be looking for a "yee-haw" from everyone! More details to come...
Best wishes,

Tina Hutchinson
Manager, Events & Special Projects
Canadian Society of Corporate Secretaries 
CSCS is LinkedIn - Are You?  LinkedIn
CSCS is pleased to announce that it now has a group on LinkedIn, the social networking website for professionals. Sign in at
and search groups to find "CSCS" or click here to join the CSCS group.  
CSCS recognizes the value of LinkedIn's network of over 20 million professionals and the need for our members to make the most of their connections using LinkedIn.  Please note that you must be a CSCS Member to join the group.
What is LinkedIn?

LinkedIn is an online network to find and leverage professional opportunities, now and throughout your career. LinkedIn enables you to:

  • Create a business profile and professional summary
  • Find and be found by colleagues, clients, and classmates
  • Leverage tools to find and reach the people you need
  • Build a powerful network of trusted professionals
  • Discover professional connections and business opportunities
News & Updates 
The CSA's Review of Executive Compensation Disclosures has Begun
(Institute of Corporate Directors)
The provincial securities commissions have begun the process of reviewing the proxy circular disclosures. 

Canadian Securities Regulators Outline Requirements for Exempt Market Dealers (Canadian Securities Administrators)
The Canadian Securities Administrators (CSA) today outlined the requirements for exempt market dealers (EMDs).
Canadian Securities Regulators Announce Results of Continuous Disclosure Reviews for Fiscal 2009 (Canadian Securities Administrators) 
(CSA) today published a staff notice that summarizes the results of the continuous disclosure (CD) review program for the fiscal year.
Stress Testing Governance: The Impact of the Recession on Governance Practices (Institute of Corporate Directors)
The recession of 2008/09 has "stress tested" almost all organizations and provides an opportunity to assess the effectiveness. 

SEC Takes Unprecedented Action Under Section 304 of SOX
(Torys LLP)
The Securities and Exchange Commission (SEC) commenced an enforcement action under Section 304 of the Sarbanes-Oxley 
Responsibilities of Directors in Canada (Torys LLP) 
This guide focuses on directors of public corporations with securities traded on a stock exchange such as the Toronto Stock Exchange.  
Social Responsibility Trumps Recession (KPMG)
With businesses having been hit hard by the economic downturn, community groups are facing increased pressure.
Canadian Public Sector Better Prepared Than Most for Challenges Ahead (KPMG) 
Canada's public sector is better suited than many of its foreign counterparts to make the changes necessary to survive.
Draft Investment Canada Act Regulations Published Providing More Details on Net Benefit Review Thresholds and National Security Review Process (Goodmans LLP) 
The Government of Canada published draft regulations to give effect to certain amendments to the Investment Canada Act ("ICA")
IIROC Approves Rrule Rrespecting Obligations to Canadian Investor Protection Fund (Canadian Securities Law Online)
The Investment Industry Regulatory Organization of Canada announced on Tuesday that it had approved the addition of Rule 41 to its Dealer Member
Read more check
IIROC Publishes Reminder Respecting Best Execution and Best Price Obligations (Canadian Securities Law Online) 
The Investment Industry Regulatory Organization of Canada (IIROC) published a notice yesterday with respect to the best execution.
Second Registration Reform Webcast Now Available
(Canadian Securities Law Online)  
Stikeman Elliott's second seminar on registration reform is now also available online. 
Read more check
U.S. Treasury Department Announces OTC Derivatives Legislation 
(Canadian Securities Law Online)  
The U.S. Department of the Treasury announced that it had delivered to Congress proposed legislation respecting the regulation of over-the-counter (OTC) derivatives.
Read more check
SEC Publishes Alternative Uptick Rule Proposal
(Canadian Securities Law Online) 
The U.S. Securities and Exchange Commission re-opened the comment period on its proposals respecting short sales first published in April.  
Registration Reform Webcast Available Online
(Canadian Securities Law Online) 
A webcast of Stikeman Elliott's recently-held seminar on registration reform is now available online.
Perspective on Proxy Voting (Directorship Boardroom Intelligence) 
In today's rapidly evolving regulatory environment, directors are increasingly expected to act proactively in raising issues.  
Read more check
A Failure to Communicate (Directorship Boardroom Intelligence) 
Some investors are accusing corporate directors of giving them the silent treatment. In February, Bank of America decided to adopt "say on pay."
Read more check
Rewriting the Textbook on Risk Oversight
(Directorship Boardroom Intelligence)  
With risk moving to the top of the agenda for directors and senior management-and a distinct increase in the level of commitment.
Agreement Reached on New Regime (Investment Executives)
With the prospect of a federal government-backed national securities regulator on the horizon, Canada's provincial securities regulators have finally reached agreement. 
Read more check
Seven Ways to Manage CSR Ratings (Financial Post) 
Whether you invest in companies, buy from them, work for them, or just live near them, it is difficult not to form an opinion about them.

Say-on-pay Movement Takes Root (Financial Post) 
In these dark days of economic recession, executive compensation is the hottest issue in the staid world of corporate law.  
Read more check
Executive Compensation: Striking a Balance (National Post)
Corporate boards and compensation committees must strike a balance between being a "guardrail of greed" and a "guardrail of disincentive".

Society of Corporate Secretaries & Governance Professionals Comment Letter on Proxy Access
For the comment letter, click here check
For the summary of key issues, click here check

CCGG Announces 2009 Gavel Winners
(Canadian Coalition for Good Governance)
The Canadian Coalition for Good Governance announced the 2009 Governance Gavel Awards at the 11th Annual Canadian Society of Corporate Secretaries (CSCS) Conference.
United States: SEC Proposals On Proxy Disclosure And Solicitation Enhancements (Mondaq)
The U.S. Securities and Exchange Commission (SEC) recently proposed substantial revisions to its proxy rules, SEC Release No. 34-60280.
United States: SEC Proposes New Rules For Executive Compensation And Corporate Governance Disclosure (Mondaq)
The SEC has issued a set of proposals to improve proxy statement disclosure that, if adopted, will be effective for the 2010 proxy season. 
August 2009
In This Issue
President's Message
Hanging tough at CSCS Conference
CSCS Conference Update
CSCS on LinkedIn
News & Updates
Advertising Opportunities
CSCS Welcomes New Members
CSCS Board of Directors
Job Postings
Membership Benefits
Events & Workshops
Not-For-Profit News & Articles
Request for Assistance
About CSCS
Quick Links
Not A Member
Job Postings
Request for Assistance
Join Our Mailing List
Chorus Call Ad
ask brock
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 August 2009! 
Leigh Doughty
Durham College
Benoit Dubé                 
CGI Group Inc.
Leah Fitzgerald
Capital Power Corporation
Mark Hounsell
Groupe Aeroplan
Chris Irwin
Irwin Professional Corporation
Tiana Johnson
First Quantum Minerals Ltd.
Danielle Laliberte
Rocky Mountain Dealerships Inc.
Maria Lunden
Peer 1 Network Enterprises, Inc.
Patricia Osoko
BC Assessment
Debra Pettipiere-Bell
Institute of Law Clerks of Ontario
Yvonne Ragnitz
The Scarborough Hospital
Kevin Roherty
New Brunswick System Operator
Barbara Shore
Shore & Associates.
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
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
Canadian Society of Corporate Secretaries
Toronto ON

Job Postings

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Membership Benefits
· Advocacy
· Networking and contacts
· Membership Directory
· Information Resources
· Professional Development
· Research Library
· First Access to Employment
To learn more about our membership benefits visit
Events & Workshops
Chartered Secretaries Canada Events
Directors' Education & Accreditation Program  
Calgary: Sept 23-25, 2009
Montréal: Oct 26 - 28, 2009

Essentials of ... Workshops
Essentials of Corporate Governance
Oct 1, 2009 
Essentials of Corporate Financial Management 
Oct 19, 2009
Check Event Details
Toronto Symposium
Nov 1, 2009
Check Event Details 

ICD Events

ICD BC Chapter Breakfast
Sept 15, 2009
ICD Calgary Chapter Breakfast
Sept 15, 2009

ICD Manitoba Chapter
Sept 16, 2009
ICD Ontario Chapter Breakfast
Sept 23, 2009
ICD Calgary Chapter Professional Development Session: A Year In The Life Of An Audit Committee 
Oct 14 - 15, 2009
The Conference Board of Canada Events
Intergovernmental Forum on Risk Management 2009:
Sept 16-17 | Ottawa
Check Event Details

Pandemic Preparedness 2009: a Call to Action
Sep 24-25 | Toronto
Check Event Details

HR Summit 2009: Building Organizational Resilience and Sustainability
Oct 5-6 | Toronto
Compensation Outlook 2009: Matching Strategy to the New Economic Reality
Oct 28 - 29, 2009
Not-For-Profit News & Articles
NFP Legislation and its Discontents 
Federal legislation on not-for-profit corporations (NFPs) has been largely unchanged since the 1917 Canada Corporations Act.
Read more Check3
The M Word: A Board Member's Guide to Mergers
How, Why & Why Not to Merge Nonprofit Organizations
What to Do with Board Members Who Don't Do Anything
(Blue Avocado)
In this Board Cafe column, we look at short-term and long-term strategies for the board members known as deadwood or worse.
Read more Check3

Nonprofit Budgets Have to Balance: False! (Blue Avocado)
As nonprofits serving people and communities in these difficult financial times, we don't expect things to turn around for our communities.
Read more Check3
Downturn puts Pressure on Boards (The Bottom Line) 
The pressure to make sure that, when things go wrong, boards of directors are both accountable
Read more Check3
Not-for-Profit Law Update (Borden Ladner Gervais)
This issue of Not-for-Profit Law Update includes advice to charitable organizations in the economic recession and directors on their liability
Read more Check3
A Call to Action: Diversity on Canadian Not-For-Profit Boards
Over the past 15-20 years there has been significant attention paid to the topic of diversity, defined here as dimensions of personal difference.
Read more Check3

The Status of Women Corporate Directors in Canada: Pushing for change (The Institute for Governance of Private and Public Organizations)
Women today occupy a central role in Canadian society. For many years, women have come to represent a majority of enrolments in faculties.
Read more Check3
Public Accountant Qualification Requirements of the New Canada Not-for-profit Corporations Act (Chartered Accountants of Ontario)
The new Canada Not-for-profit Corporations Act was recently enacted by Parliament.
Read more Check3
Request for Assistance 
A Medium Publicly Traded Company asks:
"Does anyone have a written policy or guidelines for objectives in determining the effectiveness of the Board of Directors?" 

A Public Company asks:

Does anyone know a supplier for minute book paper?  I am looking for the paper with the gray edging.
A Large Publicly Traded Company asks:
As minutes and constating documents are considered permanent vital records we would like to poll other companies to find out what they are doing to protect their minute books. For example: Are minutes scanned and the originals stored in a secure offsite location?
Please send all responses to   In order to provide information that is more comprehensive 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.
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 ( 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 organisations in the private, public, not-for-profit and other sectors through the continued development and application of governance and corporate secretaryship best practices. 

Canadian Society of Corporate Secretaries  

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
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
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