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 practioners, 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 January Issue of the CSCS E-Newsletter.  

President's Message

lynn1Happy 2009!
 
Here's a quick update on what we've been up to since our last issue.
 
In December, the CSCS Board of Directors met in Toronto for a strategic planning session which resulted in the drafting of a 3-year vision (2009-2011) and a strategic plan for the organization.  In these financial times, it is more important than ever for Corporate Secretaries and other governance professionals to have a key resource to draw from - for access to expertise, best practices, and a network of like-minded professionals - to keep a finger on the pulse of the profession, regulatory change and new issues, and to be able to continue to draw the key advantages that a membership with CSCS can offer.  Our strategic plan focuses on the importance of maintaining and enhancing the value of membership with CSCS by delivering on all of these priorities.  We will reveal highlights of the key objectives as well as the short and long term strategic imperatives in our February newsletter.
 
While most of you are immersing yourselves in proxy circulars, CSCS staff has been hard at work on our 2009 annual conference in St. John's Newfoundland, August 23-26th.  We are very excited with how the program is shaping-up, the enthusiasm from our sponsors, and the incredible activities that we have lined-up for this coming August!  This year's conference will  focus on offering key tools and best practices for corporate governance professionals ' to stay the course' and increase their effectiveness in times of risk.  We plan to add a good dose of Maritime flare, coastal hospitality, local flavour, culture and entertainment as well as stunning sea and landscapes.  This year, for the first time ever at a CSCS conference, we will offer a family/companion social program so think of bringing your close ones along to share the experience with you!  Start planning your trip to St. John's now!
 
In this edition of the newsletter, our monthly contribution from Dirk Schlimm shifts our focus to The Corporate Secretary's Role in Board and Director Evaluation.  We hope you will enjoy this article and we welcome your feedback on this and any other content included in this monthly e-bulletin.
 
We also have regulatory updates including news on the latest developments with the CSA review of NI 54-101, the OSC's recently formed NI 54-101 Advisory Committee and Notice-and-Access Technical Working Group.  Among other news, the Expert Panel on Securities Regulation released its Final Report and Recommendations on January 12th.  CSCS has been following the developments of this Panel closely as well as taking part in the consultation process.  A link to this Final Report and an accompanying draft Securities Act is provided.  As well, the CCGG have issued their Draft Principles of Executive Compensationfor comment.
 
Have a very productive February!

 
Lynn Beauregard
CSCS President 

       
CSCS 11th Annual Corporate Governance Conference

conference banner
 
 
MARK YOUR CALENDAR!

CSCS celebrates its 11th Annual Corporate Governance Conference at

The Fairmont Newfoundland in St. John's, Newfoundland

August 23 - 26, 2009 (Sunday - Wednesday)

 Click here to view Sponsorship Package
     
Special Feature
 
The Corporate Secretary's Role in Board and Director Evaluation
By Dirk Schlimm
 
 
Conducting (and acting on) board and individual director evaluations have been identified among the top activities to improve overall board performance.
 
This is the third article in a series on the "value added role" of corporate secretaries in the changing world of board governance.


Board and Director Performance Evaluation
 
All directors, management, and employees should be evaluated on an annual basis.  In this context, corporations should consider a three-tier director evaluation mechanism
    
Events & Workshops 
 

CSCS Event Speaking Opportunities
 
CSCS is currently putting together its calendar of events for the year, as well our annual conference program agenda. We are always looking for relevant case studies and expertise.  If you have first-hand experience implementing, managing, or developing innovative governance process, or have valuable best practices to impart to your colleagues at CSCS, we would like to hear from you. Email us at info@cscs.org   

 
Institute of Corporate Directors
 
Governance in Tumultuous Times: Insights from Experienced Directors 
Thursday, February 19, 2009 
For more information, click here
 

Shifting Sands: Directors and the Financial Crisis: A Special Series of Events 

Session I - Wednesday, February 25, 2009 
For more information click here 
 
Session II - Tuesday, April 14, 2009 
For more information click here 
 
Session III - Thursday, May 7, 2009
For more information click here  

For more information on the Shifting Sands series and to register click here 

Back to School: School Boards - Lessons for NFP Boards
March 4, 2009
For more information click here
 
 
Not-For-Profit Governance Essentials Program:  As a Director on a Not-For-Profit board, you recognize that effective governance is vital to making good organizations great. Did you know that your fiduciary duties and liabilities are individual responsibilities? You have the same level of accountability as a Director of a public or private company.  For more information, please visit www.icd.ca

Directors Financial Literacy:  As a Board Director, it's your responsibility to understand your organization's financial reports. Why? Because whether you sit on a public, private, crown or Not-For-Profit Board, you can be held accountable for errors in financial reporting and disclosure.
 
For more information, please visit: Directors Financial Literacy Program
or Not-For-Profit Governance Essentials Program
 
 
Chartered Secretaries Canada

 
The Institute of Chartered Secretaries & Administrators in Canada - Quebec Branch In Collaboration with the Canadian Society of Corporate Secretaries 
Invites you to attend a lunch presentation on: "SHAREHOLDER MEETING PREPAREDNESS '09 - the new reality:  What you need to know to prepare yourself, your management and your board!"
Guest Speakers:  Brad Allen, Senior Vice-President &  Fred Enns, Partner
Tuesday, February 10, 2009 at noon
at University Club of Montreal
2047 Mansfield Street in Montreal

Click here to view flyer in English and French

Directors' Education & Accreditation Program - Toronto (3 Days)
The Directors' Education & Accreditation Program contains everything an aspiring director needs to know: governance, financial disclosure and reporting, enterprise risk management and strategy. Excellent value is achieved through concentrated delivery, reasonable tuition, and the widely recognized designation of Accredited Director ( Acc.Dir.)
 
As this is a rigorous program that is completed in three days, pre-reading is required. Tuition includes all materials and meals. Apply now for the first session of 2009 (in Toronto) on March 9-11.
 
Lunch n' Learn: CSA's Proposed New Governance Regulations
Fred Enns and Janis Riven
Toronto, March 10, 2008, 12 noon - 2 pm
The Canadian Securities Administrators have proposed fundamental changes to the current governance regulations (NP 58-201 and NI 58-101), and are suggesting a move from the current "comply-or-explain," guideline-based regime to a straight principles-based reporting scheme.  In this two hour, interactive Lunch n' Learn, you will have an opportunity to discuss the proposed changes with Fred Enns of Borden Ladner Gervais and Janis Riven, a leading independent governance consultant. Attend now to contribute your views for the Institute's response to CSA's proposal.

See Chartered Secretary Canada's home page news section for more information. (www.icsacanada.org)
 
Directors' Education & Accreditation Program - Vancouver (3 Days)
March 30 - April 1, 2009

Essentials of Corporate Secretaryship- Toronto
April 23, 2009
Essentials of Corporate Law Friday, March 20
This workshop will include discussion on various areas of law relevant to shareholder rights and liabilities, operations of companies, bylaws, qualifications, duties and powers of directors, conflict of interest and more. Please note that this workshop has been rescheduled to Friday, March 20.    Register

 
A Capital Markets Institute/Rotman School of Management Special Invitation

Leadership Discussion on the Current State of the Asset-Backed Commercial Paper Crisis

9:00 a.m. to 1:00 p.m., Wednesday, January 21st, 2009
St. Andrews Club and Conference Centre
150 King Street West, 27th Floor, Toronto, Ontario
 
Click here for more information 
 
 
Conference Board of Canada / Spencer Stuart Awards
2009 National Awards in Governance - Celebrate the best in corporate governance
February 10, 2009  - The Carlu, Toronto
 
Click here for more information
 
Canadian Investor Relations Institute
 
Executive Insight: Economic uncertainty, market volatility
Thursday, February 12, 2009         
Read more
 
Essentials of Investor Relations 
Monday, February 23, 2009 to Tuesday, February 24, 2009
Click here for more information
 
Greening the IRO - Seizing the IR Leadership Opportunity2009 22nd Annual CIRI Conference
Tuesday, February 24, 2009
 
 
22nd Annual Investor Relations Conference
June 14 - 16 
CIRI's 22nd Annual Conference moves to the Fairmont Empress, in beautiful Victoria, British Columbia. 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 and to register for this event.

In This Issue - January 2009

CSCS 11th Annual Conference
Special Feature on CEO Evaluation
Events & Workshops
E-Newsletter & Website Advertising Opportunities
Your feedback is important to us
CSCS New Members
CSCS Benefits
CSCS Board of Directors
News & Updates
Request for Assistance
bannerArticle Subheading
 

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

Feedback

Your feedback is important to us.

We want the CSCS E-Newsletter to be an invaluable resource to you.  
 
To help us improve this service to members, we would appreciate it if you could take a few minutes to give us some feedback. 
 
Tell us what you think of the E-Newsletter, what other information you would like to see included.  Reply to info@cscs.org.  Thank you.
 

CSCS Welcomes New Members

Welcome to the following individuals who have joined in January 2009!  
 

Lynn Brownell

 
Jennifer Burton

Ontario Pension Board

 

Anthony Coulthard

ICICI Bank Canada  

 

Paul Edmonds

Ontario Pension Board  

 

Darrell Ewert

ShawCor Ltd.

 

Jennifer Hendren

CNIB      

 

Nadine Morrison

Inmet Mining Corporation

 

Irene So

 

Francis St. Hilaire

Cangene
 

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.


 

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)Assistant Secretary

Nexen Inc
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
CSCS
Toronto, ON
 

Job Opportunities

 
Please login to www.cscs.org to view recent Job Postings.
 
Executive Corporate Secretary, Moncton NB
Atlantic Lottery Corp
posted January 16, 2009

    

News & Updates
 
OSC  NI 54-101 Advisory Committee - Update  
 
The OSC recently established a NI 54-101 Advisory Committee and Notice-and-Access Technical Working Group, which met for the first time in January to discuss ... Read more
 
Request for Comment - Proposed Repeal and Replacement of NP 58-201 Corporate Governance Guidelines, NI 58-101 Disclosure of Corporate Governance Practices, and NI 52-110 Audit Committees and ... Read more  
 
 
Canadian Securities Regulators Propose New Corporate Governance Rules
(Torys LLP)  

Canadian securities regulators are proposing an overhaul of the corporate governance regime for Canadian issuers ...  Read more

 
Amendments to Canadian Corporate Governance and Audit Committee Regimes Proposed
(Blake, Cassels & Graydon LLP) 

The Canadian Securities Administrators (the CSA) have published for comment proposed revisions to the existing corporate governance and audit committee regimes (the Current Materials)... Read more
 
Tom Atkinson Appointed as New Director of Enforcement for the Ontario Securities Commission
(Ontario Securities Commission) 
 
The Ontario Securities Commission (OSC) today announced the appointment of Tom Atkinson as its new Director of Enforcement. Tom joins the OSC after an extensive career in securities regulation ...
Read more
 
CCGG asking for comments of Draft Principles of Executive Compensation
(Canadian Coalition for Good Governance) 

Executive compensation is a high priority for the CCGG. A special CCGG board committee has developed "Principles of Executive Compensation"  ... Read more
 
 
Coalition pushes for changes to compensation
(The Globe and Mail) 

Canada's largest shareholder coalition is using the clout of its powerful membership to urge companies to build new executive compensation programs that are simpler and stretch payouts over ...
Read more
 
Expert Panel on Securities Regulation Final Report and Recommendations
On January 12, 2009, the Expert Panel on Securities Regulation delivered its final report as well as a draft Securities Act, including a commentary, to the federal Minister of Finance and the provincial and territorial Ministers responsible for securities regulation.
 
Draft Report and recommendations
 
CCGG Issues Comments on the Hockin Panel Report
Please see the link below for the CCGG's comments on the Hockin Panel Report on a National Regulator.
CCGG Comments on the Hockin Panel Report 
 
Principle-based regulation gets backing 
The Globe and Mail

Doug Hyndman is always one to choose his words carefully, no more so than when the question is whether he will be the first chairman of the looming Canadian Securities Commission... Read more
 
How Good Are Commercial Corporate Governance Ratings?
Stanford Graduate School of Business
 
A study by Stanford law and business faculty members casts strong doubt upon the value and validity of the ratings of governance advisory firms that compile indexes to evaluate the effectiveness ...
Read more
 
CEO pay in Canada to come under spotlight
National Post
 
Bonuses and salaries paid to Canadian chief executives are expected to come under increased scrutiny in 2009 from shareholders burned by the decline in stock prices and as mounting pressure to ... Read more
 
Directors' Duties After BCE: Supreme Court of Canada Decides 

The Supreme Court of Canada's recent judgment in the BCE case is important for directors' decision making in Canada. According to the Court, the obligation to act with a view to "the best interests of ...
Read more
 
Canadian National Stock Exchange (CNSX) Becomes a "Designated Stock Exchange" under Income Tax Act

CNSX Markets Inc. today announced that the Canadian National Stock Exchange has been added to the list of Designated Stock Exchanges, allowing securities listed on CNSX to automatically ... 
Read more
  
Where were the directors?
(The Globe and Mail) 
 
We are in the midst of a tectonic-plate movement in the financial world that is shaking the 'real' world quite dramatically. My purpose here is not to review the causes and potential consequences of our ... Read more
   
 
Insider Reporting Regime in Line for an Overhaul
The Canadian Securities Administrators (the "CSA") have published for comment proposals for significant changes to the insider reporting regime across Canada ... Read more

 
Not-For-Profit News And Articles
 
 
Ten Questions to Ask When invited to join a board
 
It was a year ago that my friend Charlotte was interviewed for the CEO position at a non-profit.  At that time we discussed the questions she should ask during her interview, and those questions ... Read more
 

Crown directors' pay lagging: survey
(The Globe and Mail) 
 
Crown corporation directors are paid a fraction of the compensation of their private-sector counterparts, and half have not had a raise in more than five years, a Conference Board of Canada survey ... Read more

 
 
 
 
 
 

Request for Assistance

A large public corporation asks: 
 
"I am looking for specific examples of processes for CEO evaluations."
Please send all responses to info@cscs.org
 
 
In order to provide more comprehensive information 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.
  
 
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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