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GOVERNANCE MATTERS AT CSCS
Welcome to the CSCS Monthly E-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. 
President's Message 
 
Lynn Photo
Dear members and friends,
 
We have just completed our review of our 2009 St. John's conference evaluation forms and despite economic downturns, hurricanes, hotel renovations, fires, etc...we were extremely pleased with the huge success of the event and the size of our attendance. Our delegates came from across Canada and evaluation form feedback showed that 100% of this year's participants felt that:
  • this conference met their objectives,
  • the conference provided appropriate content to attendees from various business sectors through concurrent sessions, and
  • the participants would recommend this conference to a colleague!

Thank you again to those who attended and to our amazing sponsors. We could not have had such a success without their support and presence.

On the home front, you may remember that in December of last year, the CSCS Board of Directors met to consider a 3-year strategic plan to take CSCS forward to 2011. The revised mission statement which resulted from this session reflects a vision for building a stronger and more inclusive society of Canadian governance practitioners: The promotion and advancement of effective governance of organizations in the private, public, not-for-profit and other sectors through the continued development and application of corporate secretaryship and governance best practices.
 
The board sat down again this August prior to the conference to review our progress against the stated goals:

  • To clearly articulate to members and other stakeholders and to fully leverage CSCS's unique and complex value proposition. 
  • Increase CSCS membership representation across various industries and sectors. 
  • Ensure a systematic and effective approach to growth through chapter development. 
  • Execute a plan to dramatically improve the CSCS website, including the development of an on-line resource library to be CSCS's web portal to information resources intended to educate and inform members on corporate secretarial and governance matters including best practices and precedents.
  • Ensure continued circulation of a professional, effective, and consistent E-Newsletter.

We are pleased that hard work has paid off and we are well under way of achieving our five 2009 strategic imperatives:

  1. Understand, articulate and communicate member benefits.
  2. Develop a conference segmentation strategy.
  3. Improve the functionality and relevance of the existing website.
  4. Enhance the existing E-Newsletter.
  5. Develop a chapter development strategy.

We are now preparing for 2010 so as to continue on our path of continuous improvement, increased relevance to our members and a stronger representation for our stakeholders.

One of our key focuses over this next year will be our succession plan for our national board and committee volunteers. We hope to continue to maintain a strong representation across Canada, a diverse skill sets as well as relevant sector representation, so we invite our CSCS members to come forward if they have an interest in contributing to our volunteer structure. If you would like to enquire about opportunities to participate, please contact me directly at: lynn.beauregard@cscs.org!

Best wishes,
lynn
Lynn Beauregard
President, CSCS  
 
image
 
It's been a few weeks since we were together in St. John's, NL but now you can revisit the memories of the conference by reviewing the photo album online. Find yourself by clicking here
 
For those of you who missed the event or want to access a session of interest, good news.  We are pleased to announce that Chorus Call Canada is now putting the final touches to the Conference webcast. Stay tuned as we will be sending more information on how to access the information very shortly.
 
If you thought the 2009 conference could not be topped, well guess again. We're back in the West for 2010 and it is already shaping up to be our biggest and best conference to date with another series of great sessions and speakers, entertaining social activities as only CSCS is known to organize, and experience one of the most beautiful landscapes in Canada. Be sure to join us August 22 - 25, 2010 in Lake Louise, AB at the Fairmont Chateau Lake Louise!  

Sponsors Logo

 
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 www.linkedin.com
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 
  
Canadian Securities Regulators Announce Results of Certification Compliance Review
(Canadian Securities Administrators)
CSA today published CSA Staff Notice 52-325 Certification Compliance Review, which summarizes the results of a compliance review.
Read more check
  
National Registration Regime Implemented: Canadian Securities Regulators Announce New Registration Rules and Streamlined Process for Dealers and Advisers 
(Canadian Securities Administrators)  
CSA announced that new rules are taking effect today across Canada that apply to firms and individuals who deal in securities, provide investment 
Read more check
 
Canadian Securities Regulators prepare for upcoming changeover to International Financial Reporting Standards
(Canadian Securities Administrators)  
CSA today published for comment National Instrument 52-107 Acceptable Accounting Principles and Auditing Standards, its Companion Policy ...
 
Stress Testing Governance: The Impact of the Recession on Governance Practices
(Director Journal)
The recession of 2008/09 has "stress tested" almost all organizations and provides an opportunity to assess the effectiveness of both management ...
 
TSX to Require Shareholder Approval for Dilutive Public
Company Acquisitions
(Torys LLP) 
TSX has amended its rules to require listed companies to obtain shareholder approval when acquiring another public company
 
The Challenges of Being a Public Company: Where Things Stand on Corporate Governance and Executive Compensation
(Torys LLP)  
Canadian companies and their directors and officers are facing intense scrutiny from regulators, stock exchanges, institutional investors ...
Read more check

CSA proposes IFRS-related changes to securities rules
(KPMG)
CSA published for comment National Instrument 52-107 Acceptable Accounting Principles and Auditing Standards and its Companion Policy. 
 
Social responsibility trumps recession
(KPMG)
With businesses having been hit hard by the economic downturn, community groups are facing increased pressure.
 
New Registration Regime In Force
(Ontario Securities Commission)
On September 28, 2009, a new Canada-wide registration regime came into force for firms and individuals who sell securities.
Read more check

2009 Compliance Annual Report now available
(Ontario Securities Commission)
This report is a summary of the Compliance team's activities for the 2009 fiscal year (April 1, 2008 to March 31, 2009).  
  
Small Public Companies to Begin Providing Audited Assessment of Internal Controls Over Financial Reporting in Nine Months
(U.S Securities and Exchange Commission)
Final Stage of Section 404 of Sarbanes-Oxley to Begin in June
The Securities and Exchange Commission today announced that ...
Read more check
 
IIROC publishes draft guidelines regarding KYC and suitability On
(Canadian Securities Law Online)
The Investment Industry Regulatory Organization of Canada (IIROC) published draft guidance respecting its members' know-your-client
Read more check
 
OSC publishes proposed amendments to rules respecting fees
(Canadian Securities Law Online)
The Ontario Securities Commission has published proposed amendments to OSC Rule 13-502 Fees and OSC Rule 13-503 (Commodity Futures Act).
 
G-20 Leaders' Statement speaks of executive compensation reform (Canadian Securities Law Online)
At the recent Pittsburgh summit, leaders of the G-20 met to, according to the leaders' statement, "turn the page on an era of irresponsibility.
Read more check
 
Executive Compensation: Reform, Not Rhetoric
(Directorship: Board Intelligence)
Over the past year, news reports have pointed out executive pay abuses by a small, but widely recognized number of companies.
Read more check
 
Boards: Consider Risk When Determining Compensation
(Directorship: Board Intelligence)
Boards of directors are used to taking flack for executive compensation practices, but this time it is serious.  
Read more check
 
Registration reform comes into force this month
(Advisor.ca)
Starting September 28, Canada's long-awaited consolidated National Instrument 31-103 will come into force, replacing the myriad regulations.
Read more check
 
Spike in opposition to director elections
(Corporate Secretary Magazine)
Cracks are widening fast in America's boardroom bastions. A report by shareholder advisory firm Proxy Governance shows a significant spike ...
Read more check
Not-For-Profit News & Articles
 
Corporate Social Responsibility in a Downturn 
Harvard Business School 
Is the economic downturn affecting the willingness and readiness of companies to look at the economic, social, and environmental impact of their business practices?
 
Tell the, train them, teach them - you'll have a better board
Canadian Fundraising & Philanthropy  
The big players in the charitable sector are only slightly better than small charities at making their board members successful, according to a study of board effectiveness just completed in Canada.  

Critical Path for the Board
Blue Avocado
What is the board supposed to be discussing, anyway? What is the board supposed to be doing, anyway? Rather than suggesting a strategic plan or a conventional list of discussion topics.
 
New Act to Govern Federal Non-Profit Corporations
Osler
After several attempts over the past five years, Canada is finally getting new legislation to govern federal non-profit corporations. Bill C-4, An Act respecting not-for-profit corporations and certain other corporations (Act) has been ...
 
Downturn puts pressure on boards
The pressure to make sure that, when things go wrong, boards of directors are both accountable and seen to be accountable will only intensify in a recession, according to a report from The Conference Board Governance Center.
Read more Check3
 
The Future of Financial Reporting by Not-for-Profit Organizations
(Meyers Norris Penny LLP)
Since becoming effective in 1997, there have been few revisions to the CICA Section 4400 Series of standards for not-for-profit organizations (NFPOs). However, this is about to change!  
Read more Check3
 
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.
Canada's new Not-for-Profit Corporations Act
(Charity Village) 
Canada's new Not-for-profit Corporations Act received royal assent this past June, and could affect upward of 100,000 organizations throughout Canada. This podcast outlines how to find out whether your organization is affected ...
 
 
 
 
 
 
 
 
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October 7, 2009
In This Issue
President's Message
CSCS Conference Update
CSCS on LinkedIn
News & Updates
Not-For-Profit News & Articles
Advertising Opportunities
CSCS Welcomes New Members
CSCS Board of Directors
Job Postings
Membership Benefits
Events & Workshops
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 info@cscs.org. 
Welcome to New Members
CSCS warmly welcomes the following new members who joined in September 2009! 
 
France Beaudry
Industrial Alliance Insurance and Financial Services Inc.
 
Christina Boddy
Finavera Renewables, Inc.
 
Lisa Buchan
Pure Nickel Inc.
 
Gary Chad
Cameco Corporation
 
Janet Francis
Petaquilla Minerals Ltd.
 
Eleni Maniatis
Canadian Tire Corporation, Limited
 
Jody Robertson
E-Comm 9-1-1
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
Petro-Canada
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

Job Postings

Do you have a career opportunity that you would like to advertise with our members?  We invite you to send your job opportunities to us 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.
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
 
Canadian Society of Corporate Secretaries Events
 
CEO succession planning - Roundtable discussion -
October 29, 2009 | Toronto
 
Meetings and Governance Best Practices
A CSCS cross-country practical workshop for Corporate Secretaries
 
November 18, 2009 | Montreal

November 20, 2009 | Toronto
Check Event Details 
 
Calgary, Edmonton and Vancouver Workshops will be held in Spring 2010 and announced shortly.
 
Chorus Call Events 
 
Teleconference Security
Seminars in Vancouver: 
October 20, 2009
October 21, 2009 
October 28, 2009 

Chartered Secretaries Canada Events
 
Directors' Education & Accreditation Program  
Oct 26 - 28, 2009 | Montreal

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

ICD Events

ICD Calgary Chapter Professional Development Session: A Year In The Life Of An Audit Committee 
Oct 14 - 15, 2009
 
ICD Ontario Chapter Breakfast
Directors Duties in Healthcare 
October 29, 2009

2010 ICD Fellowship Awards Call For Nominations
Each year, the Institute of Corporate Directors presents the ICD Fellowship Award to a select group of Canada's leading directors. Nominated by their peers and selected by an independent committee, ICD Fellows have distinguished themselves by bringing sound corporate governance leadership to boardrooms across the country.

The 2010 ICD Fellowship Awards will be presented at a gala ceremony on June 2nd, 2010 in Calgary.

This is your opportunity to recognize the outstanding contributions of Canadian directors who foster excellence in governance.
Please click here to nominate a director worthy of the F.ICD distinction. The deadline for nominations is Friday, November 6, 2009.
 
Agencies, Boards and Crowns - Understanding the Dynamics
November 24, 2009
 
 
The Conference Board of Canada Events
 
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
 
Creating Business Value with Integrated Sustainability
October 29, 2009
Check Event Details
 
Creative Leadership - Inside and Out 
October 30, 2009
Request for Assistance 
 
A Publicly Traded Company asks:
How do the other Corporate Secretaries identify and determine those shareholders who own more than 10% of the Issuer's issued and outstanding shares?  By the Transfer Agent's records or by the SEDI (Insider Reports) system?
A Publicly Traded Company asks:
"Anyone have experience with paying a public company director his retainer, meeting fees etc through a company as opposed to personally? I'd like to learn if 1) anyone does it or 2) has rejected the idea and the basis for doing so." 
A Consultant asks:

"I am a practitioner in the public accounting. The accounting insurance bodies do not seem to have insurance professional liability to cover the company secretarial work. Do we have professional liability in Canada covering company secretarial work performed e.g. preparation of minutes and other corporate work for small businesses? Or is insurance really not necessary? Your assistance in locating an insurance company is appreciated if it is available."

A Private Sector asks:

"Could some members share a template or sample mandate suitable for an Asset Liability Committee (ALCO) for a small bank?" 

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.
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. 
 
Sincerely,
 

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 info@cscs.org.
 
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
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Canadian Society of Corporate Secretaries | 55 St. Clair Avenue West - Suite 255 | Toronto | Ontario | M4V 2G7 | Canada