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 April Issue of the CSCS E-Newsletter.  

 President Message
Lynn BDear CSCS Members and Friends,

The big news this month is that REGISTRATION IS NOW OPEN for the CSCS conference in St. John's NL in August! We wanted to get the registration up earlier this year, in order to make certain that you could plan well in advance and join us in this beautiful region of the Maritimes.
We have completed our conference agenda, which you can now view online, have confirmed the majority of our speakers and are extremely pleased once again with the quality of sessions and activities that we will be offering at this event. The entire event maintains the high standard that our participants have come to expect from CSCS at this premier annual event.

At a time when many organizations have tightened their belts and need to be very conservative with travel budgets, we have designed this program to make certain that the business case can be made very easily for attending this conference. It is an investment that will keep giving back tremendous value to you and to your organization. Our theme this year:  'Charting the Course and Managing the Risks' and the content of our program were designed to target the key challenges that you face, to ensure you can stay on track in this time of increased risk and compliance.
We have also for the first time ever, tailored the event sessions to address the unique challenges of different organizations by streaming our topics to the specific information needs of listed companies as well as not-for-profit, crowns and others. We have of course also injected a very healthy dose of Maritime culture and entertainment throughout the program to ensure that there is a great sample of the local tastes, traditions and sounds, especially for those first-timers in Newfoundland and Labrador.
Last but certainly not least, this conference is priced to make your decision to attend that much easier to make. We have cut our early bird discount by an additional 5% this year (valid until July 1st), bringing down the CSCS member price to $995 + GST for a full 3 days of event, including most meals! We are also very pleased that Kingsdale Shareholder Services Inc. has offered to subsidize a portion of our members' room cost to make sure that we are making it as accessible to those of you who see the tremendous value that this conference delivers year after year.
I won't say much more on the matter and will instead direct you to our draft program so that you may see for yourself what we have in store for you this year! Click here to take a peak at the draft program.

Make sure you register early for the 'early-bird discount' by July 1st, and book your tours and accommodations as soon as you can to save your spot!

I look forward to seeing you in August in St. John's.
Lynn Beauregard
President, CSCS

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.

To that end we held a series of cross-country meetings during the months of March and April in Montreal, Toronto, Edmonton, Calgary and Vancouver, to obtain our members' views on the impact of the proposed changes.  We invited representatives from the AMF, the OSC, the ASC, and the BCSC to provide detailed presentations on the proposed regime.  In all close to 200 participants attended these sessions, and their views were included in our comment letter which was submitted to the CSA in response to their request for comments.

Click here to view the CSCS comment letter to the CSA.
conference update 

Conference Update

Attention all CSCS members!
Registration for the 2009 Corporate Governance Conference is now open! Register now by clicking
here, or visit for more details!
This year we've got an amazing program for you. Click
here for the full program agenda, but here are just a few amazing highlights:
  • New this year is the Companion Program. Business is pleasure with CSCS in St. John's so think about bringing that special someone along. Check out and book your tours and activities by visiting
  • Laurel Hill Advisory Group is treating you to a fantastic closing night - "Rally in the Alley" - with dinner and entertainment on George Street
  • Kingsdale Shareholder Services Inc. will be chipping in $20.00 per room per night for CSCS members at the Sheraton Hotel Newfoundland for the three night conference stay. Book today by calling 709-726-4980 and be sure to quote "Canadian Society of Corporate Secretaries" or "CSCS" to save $20.00 per night off the already discounted preferential rate, compliments of Kingsdale!
not a member 
If you have any questions, please do not hesitate to contact Tina Hutchinson at or by phone at 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:



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 Feature
The "Go Between" Secretary - Facilitating the Ambiguous Succession from Iconic Founder to Professional CEO

By Dirk Schlimm
On January 19 of this year, Apple CEO Steve Jobs informed his employees via e-mail that he would be taking a medical leave of absence until the end of June.
In the meantime, Tim Cook would be taking over day-to-day operations [as acting CEO]. Steve, as CEO, would "stay involved in major strategic decisions" while he was out ... Read more
This is the fifth 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 events


When: August 23 - 26, 2009 (Sunday - Wednesday)
Where:  St. John's, Newfoundland and Labrador
Location:  The Sheraton Hotel Newfoundland 
Click here to register
For your FIRST SNEAK PEAK AGENDA, click here!

Shifting Sands: Directors and the Financial Crisis: A Special Series of Events 
Session III - Thursday, May 7, 2009
For more information click here      
Join us at the 2009 ICD Fellowship Awards Gala
June 4th, 2009
Fairmont Royal York Hotel, Toronto, Ontario
Click here for more information


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  
CCH Webinar
May 14, 2009: How to engage employees
For more information, click here

Conferece Board 

2009 National Governance Conference: New Risk, Accountability and Leadership Challenges
Wednesday, May 06, 2009 - Thursday, May 07, 2009
Sheraton Centre Toronto, Toronto, Ontario
Click here for more information

2009 Western Governance Conference
Wednesday, May 13, 2009
Calgary TELUS Convention Centre, Calgary, Alberta         
Click here to Register

22nd Annual Investor Relations Conference
June 14 - 16 
Come join us 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.  

Lead Canada

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

Click here for more information

In This Issue - April 2009

CSCS 11th Annual Conference
President's Message
CSCS Annual Conference Update
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

Chorus Call Ad




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 April 2009!  

Lorraine Bedard

Agropur Cooperative 
Alicia Milne


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.
Manager, Juridical and Compliance
Banque Nationale
Montreal, QC
Corporate Secretary
Calgary, AB
News and Updates 
Best Practices for Corporate Secretaries'
A presentation by Sylvia Groves (CSCS Chair) and David Masse (CSCS Vice Chair and Assistant Corporate Secretary, CGI Group Inc.) at the CCCA conference in Montreal in April 2009. 
(Click on Members-Only Section of CSCS website to view documents)
Is the TSX leading Canada in a "Race to the Bottom?
(Canadian Foundation for Advancement of Investor Rights)

Canada falls below international best practice in maintaining shareholder rights particularly in the matters that are under the jurisdiction of the TSX.   The OSC leaves broad areas of shareholder rights to the TSX ... Read more
OSC Reports on Activities before Standing Committee on Government Agencies
Ontario Securities Commission (OSC)  
Ontario Securities Commission (OSC) Chair David Wilson today discussed important regulatory activity undertaken by the OSC in response to the global financial crisis and in the area of enforcement ... Read more

TSX Rule Change Proposed to Require Acquirer Shareholder Approval in Certain Public M&A Transactions
Goodmans Barrister & Solicitors LLP
The Toronto Stock Exchange has proposed rule changes that would require TSX-listed acquirers to obtain the approval of their shareholders prior to proceeding with certain acquisitions of publicly-traded target issuers ... Read more
Securities Commissions Announce Timing for Implementation of Registration Reform
Blake, Cassels & Graydon LLP 
The Canadian Securities Administrators (CSA) have announced an updated timeline for finalizing their registration reform pursuant to National Instrument 31-103 - Registration Requirements. If approved by ... Read more 

Significant Amendments to Canada's Competition Act and Investment Canada Act Now in Force
Blake, Cassels & Graydon LLP  

On March 12, 2009, Bill C-10 received royal assent and came into force of law. The Budget Implementation Act (2009) enacts several significant amendments to the Competition Act and the Investment Canada Act ... Read more
'How-to' to avoid shareholder activism
Pensions & Investments 
Corporate directors should take the initiative to grasp shareholder concerns, monitor shareholder activity and correct "vulnerabilities so as to avoid becoming the target" of activist investors, The Conference Board advised ... Read more
Independent task force, sponsored by the ICD, responds to CSA proposed changes
Institute of Corporate Directors 

On behalf of an Independent Task Force on the Canadian Securities Administrators' Proposed National Governance Policy, the ICD recently submitted a response regarding revisions to NP 58-201 and NI 58-101... 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 ... Read more
Update on Canadian Securities Registration Reform
Torys LLP
The Ontario Budget Measures Act, 2009 includes some significant amendments to the Securities Act (Ontario).  Among the changes are amendments to provide the flexibility required for Ontario to adopt the ... Read more 
Canadians May Be Subject to Surprise New US Financial Reporting Requirements
Canadian companies, their employees, and individuals who do business in the United States may be surprised to learn that they may be required to report detailed information to the IRS about their Canadian bank and ...
Read more
One in Four of Canada's Leading Private Companies Plans to Adopt International Financial Reporting Standards
Canada's Accounting Standards Board (AcSB) plans to release its proposals for a "made in Canada" private company financial reporting framework (GAAP) by April 30. Canada's private companies will have to adopt ...
Read more

TSX Provides Guidance on Financial Hardship Exemption to Security holder
Goodmans Barrister & Solicitors LLP  
The Toronto Stock Exchange (the "TSX" or the "Exchange") has released guidance on the use of the "financial hardship exemption" to avoid security holder approval requirements for certain transactions ... Read more

Not for Profit
From the Desk of a Not-for-Profit CEO: Weathering the Storm During Tough Economic Times - Focus, Focus, Focus
Canadian Society of Association Executives
Faced with the daunting task of leading an organization during a time of economic uncertainty, association CEOs must continue to provide the leadership necessary to not only deliver programming that supports an ... Read more
Challenges and Opportunities in the Economic Crisis 
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... Read more

Reporting Requirements of Charities & Non-Profit Organizations
SB Partners 
The current reporting requirements for Charities & Non-Profit Organizations have left a lot of our clients wondering what exactly they are required to file.  This article is intended to act as a general guideline for the ... Read more
20 Questions Directors of Not-for-profit Organizations Should Ask about Governance
Chartered Accountants of Canada 
The Risk Management and Governance Board of the Canadian Institute of Chartered Accountants (RMGB) has developed this
briefing to help members - and prospective members - of not-for-profit boards to understand ... Read more 
Grassroots Governance: Governance and the Non-Profit Sector
Certified General Accountants of Canada 
Transparency and accountability are critical if the public is to continue funding the good work done by small, grassroots organizations ... Read more
A large public company asks: 
Can anyone point me in the right direction to find information concerning the issue of maintaining privilege vis-�-vis the annual Board assessment report?  We currently have our directors submit a written questionnaire to a third party provider (not a law firm) who compiles the results and submits a written report to the Corporate Governance Committee.  Such report is kept in the Corporate Governance Committee record book for the meeting at which it is discussed.

A large corporation asks: 

Question 1: I'm looking to re-vamp our Board agendas and see reference to"consent agendas" from time to time.  What is the nature of these agendas (pros/cons), can examples be provided, and does it save time at Board meetings?

Question 2: It is understood what items on a Board agenda require a motion/approval from Board members (previous minutes, financial statements, etc).  However, do any of the members have any"general rules" or background material they can provide on what may require a motion/approval from Board members?  In my experience, the Board will from time to time discuss matters not listed on the agenda, and come to a"conclusion" on the matter, and it is sometimes unclear whether the Board should put forward a motion for approval on the issue or not.  Any help in this regard would be appreciated.

In order to provide more comprehensive information to our members, please use the following format to respond.

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

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