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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 their 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. 
 
Season's Greetings from CSCS
 
The Board of Directors and Staff of the Canadian Society of Corporate Secretaries wish you and your family all the best for a safe, meaningful and happy holiday season. 
 
Please note that the office will close on December 24 and reopen on Monday, January 4, 2010.

President's Message

Dear Members and friends of CSCS,
 
lynn imageHappy December!  Yes, we are perhaps a tad anxious to say goodbye to 2009 and we may not be as focused on the fun year-end parties, staff and client appreciation receptions, cheery office decorations, or mass holiday greeting card drives.  The fact does remain that as anxious as we are to leave this year behind us, there are some small reasons to give some cheer to 2009.
 
For one, the CSA issued a notice on November 13th, which concluded that 'now' is not an appropriate time to introduce significant changes to the corporate governance regime.  The 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, was published for comment last December 2008. CSCS was one among many who sent in a comment letter, where we voiced our members' concerns with the proposed changes to our current governance regime. So, that's one less thing to worry about...at least for 'now'.
 
Also, for those of you who may have been hoping for a long overdue change in the federal not-for-profit organization (NPO) legislation, there was finally some promising activity in 2009 with the introduction of Bill C4 to modernize existing standards vis--vis financial disclosures, duties, responsibilities and liability of directors and the rights of members. A note of caution: Upon the NPCA being proclaimed into force, NPOs currently incorporated under the Canada Corporations Act (CCA) will have three (3) years to apply for a certificate of continuance or risk dissolution. We will keep our members posted on further developments as they happen in our monthly news updates.
 
Perhaps also worth noting was the somewhat encouraging fact that the Canadian Securities Administrators (CSA) recently published a staff notice regarding its review of executive compensation disclosure and 62 of the 70 companies reviewed were considered to have 'generally' met the requirements of Form 51-102F6. 

From a CSCS perspective, we are much encouraged by a number of positives: the increased profile and voice of CSCS in governance matters, the continuing enthusiastic response to our Request for Assistance emails, our practical events, our monthly newsletter updates, all ranking very high up on the appreciation meter.  In addition, the tremendous success of our annual conference in St. John's (which we might have bragged about once or twice).  As Brendan Sheehan, Executive Editor of Corporate Secretary Magazine said, "'Discussions were intense, and participants left feeling they were better equipped to deal with the challenges ahead.  Attendees were left in no doubt that corporate secretaries and others involved in the governance function have a very significant role to play in improving both board and management function and ultimately improving shareholder value.  This conference provided them with even more tools to do so.  Many attendees are already marking their calendar for next year, when CSCS will meet in Lake Louise on August 22-25". 
 
I'm sure I could find other fun tidbits for you but I'll let you scan our selection of updates below.  I guess overall, I wanted to share my sense that 2009 was perhaps not as dismal as we might think.  I'll leave off now, closing to wish everyone a very Happy 'Year-End' and may you have much to be thankful for in 2009 :) 

Best wishes,

Lynn Beauregard
President, CSCS
Help Shape the Future of CSCS!
 
As part of its succession planning objectives, CSCS is looking to recruit new volunteers and develop an Evergreen list of candidates for our board and member engagement activities. In view of the evolving diversity (professional, geographic, organizational, cross-sector) of the members of CSCS, we are conscious that we need to have appropriate representation of the views and range of skills on our national board, committees and chapter leadership teams. If you have been a member of CSCS for at least one full year and would like to make a contribution to the organization, we would love to hear from you!
 
Please contact us at info@cscs.org to let us know of your interest!
CSCS Upcoming Events  
 
Roundtable Discussion on Executive Compensation and Say on Pay
January 14, 2010 | Toronto 
 
You are invited to a CSCS roundtable discussion hosted by Ken Hugessen, Partner, Hugessen Consulting & Stephen Griggs, Managing Director, Canadian Coalition for Good Governance on Thursday, January 14, 2010.
 
This interactive session will offer a practical look at the newest developments and challenges in executive compensation disclosure and provide an overview on the model policy that CCGG has prepared to give guidance to boards of directors.
 
January 14, 2010 | Toronto
CSCS Conference Update  
 
Tina2009 conference webcast now available! 
Managing the Risks and Charting the Course - The 2009 Conference Webcast is now available for those of you who missed the program. Access the program sessions by clicking here now!  Webcast courtesy of Chorus Call Canada 
 
Did you attend the conference and would still appreciate a recap? As an attending delegate, you get the webcast link on a complimentary basis. Just keep a look out in your inbox for more information. 
 
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 Opportunities.
 
 
Best wishes,

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

Fairmont

blurb

Advertising Supplement  
 
ask brockAsk Brock
 
We do a webcast of our AGM and have difficulty getting the shareholders to speak into the microphones provided. Any suggestions?
 
It's funny how many people end up speaking at AGM's without a microphone, even when an announcement has been made asking them to step up to a floor mic or wait for a wireless mic to be delivered.  I suggest arranging in advance for some help from the Chair of your meeting.  "We have a question over here. Please get this gentleman a microphone so the webcast audience can hear him."  Or "Pardon me, let's get you a microphone." Considerate interventions like these from the Chair should do the trick, without causing any embarrassment to the shareholder.
 
We webcast our entire AGM and last year there was a long period of silence during the counting of ballots.  How do you recommend we handle that?
This is a common problem with AGM webcasts.  Like the shareholders in the room, the live webcast audience will obviously have to wait for the counting of the ballots.  However, you could ask your webcast provider to play hold music during this period and periodically make announcements so any late-comers will understand why they aren't hearing the meeting underway.  For the webcast archive, I suggest that you ask your provider to edit out long periods of silence. If they value your business, there shouldn't be any extra charge for these extra touches that will help keep your audience engaged.
choruscallBrock Stine is Operations Manager for Chorus Call Canada, a communications company specializing in offering teleconferencing and webcasting services to the business and not-for-profit sectors.  If you have a question to ask Brock, please e-mail him at bstine@choruscall.com or call 1-800-319-3929.
News & Updates 
  
CSA Says Time Not Right for Overhaul 
The Globe and Mail 
Securities regulators postponed a proposed overhaul of the country's corporate governance rules after a number of companies complained ...
 
CSA release notice regarding review of executive compensation disclosure
Canadian Securities Law Online 
CSA today published a notice regarding its review of executive compensation disclosure subsequent to the revised Form 51-102F6. 
 
How To Start CEO Succession Discussion
Board Advisor, LLP 
Boards recognize the importance of CEO succession planning. Most directors will tell you that choosing the CEO is the single most ...
Read more check
 
RiskMetrics Group releases voting policies for 2010 proxy season
Canadian Securities Law Online 
RiskMetrics Group released its 2010 updates to its proxy voting guidelines. The publication of the guidelines follows a comment period on policies ...
 
CCGG publishes 2009 Best Practices in Disclosure of Director Related Information
Canadian Securities Law Online  
CCGG recently published its 2009 edition of Best Practices in Disclosure of Director Related Information, a guide intended to "improve disclosure"  
 
In the line of fire
Corporate Secretary Magazine 
One of the most overused lines in the corporate world is: 'It's not personal, it's just business.' 
 
Say on pay doesn't guarantee smaller pay packets
The Globe and Mail
While Canadian stockholders will get their first widespread look at "say on pay" measures in next spring's proxy season, investors in Britain
 
Women on Board
The Globe and Mail 
While women appear to be making headway in the boardrooms of the nation, a lack of CEO experience and access to some crucial business 
Read more check
 
SNC-Lavalin: Engineering a fair-minded pay policy
The Globe and Mail 
With shareholder pressure growing on pay at public companies, Gwyn Morgan and his fellow board members are acutely aware of the ...
 
What Might Companies Do about the Risk Elephant in the Room?
Deloitte 
With the recent global financial crisis and the resulting slowdown in economic activity, most would acknowledge that there is an opportunity
 
TSX amends Form 11 - Notice of Private Placement
Canadian Securities Law Online 
Effective November 27, 2009, TSX has adopted amendments to Form 11 - Notice of Private Placement pursuant to which additional details ...
 
HST Questions & Answers
Certified General Accountants 
Addressing the concerns of Ontario businesses.

Not-For-Profit News & Articles
 
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.
 
Diversity & the Nonprofit Ecosystem: Part 2 in the 3-Part Diversity Series
Blue Avocado
In the last issue of Blue Avocado, we discussed four key arguments for diversity on nonprofit boards -- reasons of mission, business, corporate responsibility and definition.
 
What Should Boards Know About Insurance Brokers?
Blue Avocado
Considering how insurance costs typically constitute a sizable chunk of a nonprofit budget, this significant cost is remarkably un-examined.
  
Social media a challenge for nonprofits 
Philanthropy Journal
Although almost nine in 10 nonprofits are using social media to reach their key audiences, only about half are active users, and about eight in 10 don't know ..
Read more Check3

Strategies to Create a More Strategic Board
Canada's Association Management Magazine 
One of the most frequently asked questions by CEOs and managers of not-for-profit organizations today is, "What can I do to get my Board to employ ...
Read more Check3
 
Top Governance Issues and Trends in Not-for-Profit
Canada's Association Management Magazine 
At the end of this first decade of the century, and after some very public cases of corporate malfeasance in the private sector, Boards have been
Read more Check3
 
Your By-Laws Should Be On Your Radar
Canada's Association Management Magazine 
I know all too well that the subject of not-for-profit by-laws is regarded by many as a better sleep-inducer than a cup of warm milk.
 
From the Desk of a Not-for-Profit CEO: Lessons from a Dysfunctional Board
Canada's Association Management Magazine 
Associations are generally fragile constructions. This is particularly the case for the very small and the under resourced.
 
A Not-For-Profit Section Primer
Canada's Association Management Magazine 
Canada's not-for profit organizations (NPOs) represent an enormous collective presence, imparting economic and social benefits that touch each of us every day.
 
Financial reporting by not-for-profit organizations (NFPOs)-an update
Grant Thornton
AcSB and PSAB issued an update notice on the future financial reporting direction for the not-for-profit sector (NFPO).
Read more Check3
 
Not-for-Profit Governance: Inspiration and Challenges
Director Journal 
The numbers tell an extraordinary and under-appreciated story: two million people employed, two billion hours contributed on a voluntary basis 
Request for Assistance 
 
A Publicly Traded Company asks:
Our directors and senior management have mandatory shareholdings (must hold a certain number of shares as "value at risk"). Do any other companies count holdings in convertible debentures in the "value at risk" (as they can be converted to shares at a later date)?  
A Publicly Traded Company asks:
Does your company offer the opportunity for officers and/or executive officers to enter into employment contracts? If so, how does your company determine who has the opportunity for an employment contract? 
A Medium Not-for-profit Company asks:

Our company has a variable incentive plan which requires eligible employees to have a performance plan with at least 3 tangible objectives with measurable targets each year. Has anyone ever had to create a performance plan for the Corporate Secretary position? If so, would anyone be willing to share the chosen objectives and targets?  

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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December 8, 2009
In This Issue
Season's Greetings from CSCS
President's Message
Help Shape the Future of CSCS!...
CSCS Upcoming Events
CSCS Conference Update
CSCS on LinkedIn
News & Updates
Not-For-Profit News & Articles
Request for Assistance
Advertisers
Advertising Opportunities
CSCS Welcomes New Members
CSCS Board of Directors
Job Postings
Membership Benefits
Events & Workshops
About CSCS
 
Join Our Mailing List
Quick Links
 
Not A Member
 
Job Postings
 
Request for Assistance
Advertisers 
 
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 November 2009! 
 
Antonia Bold-de-Haughton
BioCurex Inc.
                                    
John Liut
Home Trust Company
 
Stacy Mullen 
 
John Sibley
Uranium One Inc.
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) 
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 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.
 
Corporate Secretary International Mining Company posted on December 2, 2009
Board Assistant
Oakville Hydro Corporation posted on November 26, 2009
 
Finance Managers, Consolidated Program Analysis & Reporting Ministry of Health and Long-Term Care 
posted on November 26, 2009

Finance Managers
Ministry of Health and Long-Term Care
posted on November 26, 2009
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. 
 
CheckVisit ICSA's online book store to order.

ICD Events

Enhancing your Board Opportunities
December 9, 2009

CheckClick 
here to register and view more events.
 
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.
 
Directors Education Program developed by ICD and Rotman School of Management, UofT
 
DEP 29   
February 19, 2010 | Toronto  
 
DEP 30      
April 30, 2010 | Toronto
 
Governance Essentials Program for Directors of Not-For-Profit Organizations presented by TELUS, ICD and The Rotman School of Management, UofT
 
GEP 10   
January 31, 2010 | Toronto
 
 
CCH - a Wolters Kluwer business
 
Company Meetings
Preparation, Conduct and Best Practices (WEBINAR)
December 9, 2009
CheckEvent Details 
 
Directors' Duties in Canada: 2009 Key Challenges and How to Meet Them
 
There has never been a more exciting, or challenging time to be a director of a corporation. Expectations are high and the operating environment is constantly changing and directors' actions (and inaction) are subject to regulation, observation and comment from various interested constituencies.
 
When you purchase the 4th edition of Directors' Duties in Canada you receive unlimited access to the archive webinar conducted by Barry Reiter and the contributing authors. The webinar covers a discussion of risk management, executive compensation and director protection mechanisms.
 
Save 15% off the list price when you order online and quote CCH Code LG13263: 
 
 
Canadian Institute
 
6th Annual Crown Corporate Governance conference
January 20 & 21, 2010 | Ottawa

The Canadian Society of Corporate Secretaries (CSCS) is a Supporting Partner for this event, and has arranged for all CSCS members to receive a 15% discount off the regular conference fee (at time of registration) to attend this event.
 
Check 
Event Details
 
CIRI
 
Fall IR Thought Leader Roundtable
December 10, 2009
 
The Road Ahead: Financial Market Outlook 2010
December 15, 2009
Check Event Details
 
Write it Right Workshop
January 21, 2009
Check Event Details

Understanding the Sell-Side 
January 26, 2009
CheckEvent Details
 
ETHICSCENTRE.CA
Canadian Centre for Ethics and Corporate Policy
 
Workshop - Anne-Louise Howard, Company Ethics Officer, Lockheed Martin Canada- Lockheed Martin's Ethics Communications: Using Multiple Vehicles to  Engage  Employees    
 
January 12, 2010
 
Publication on Ethics & Governance for purchase
 
We are proud to introduce the latest addition to our library, commissioned and published by EthicsCentre CA. The publication Ethics & Governance: Developing & Maintaining an Ethical Corporate Culture, written by Professor Leonard J. Brooks of the Rotman School of Management, University of Toronto and David Selley, Public Accountant, offers insights about how modern organizations can develop a culture of integrity - the core of good corporate governance.  Recommendations and check-lists are included.  Available from the Centre at a cost of $10.
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.
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Canadian Society of Corporate Secretaries | 55 St. Clair Avenue West - Suite 255 | Toronto | Ontario | M4V 2G7 | Canada