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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.  

We are pleased to present the July Issue of the CSCS E-Newsletter.  
 
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11th Annual Corporate Governance Conference
Charting the Course and Managing the Risks
August 23 - 26, 2009
St. John's, Newfoundland and Labrador
The Sheraton Hotel Newfoundland
 
Tina PhotoIn just a few short weeks, CSCS will be making its mark in St. John's, NL. With our streamed program and more choices to suit your needs, we are quite excited to host this conference on the east coast.
 
If you have yet to register - good news - there are still a few spaces available! So don't delay any longer; register today! check
 
August is sure to bring good weather in St. John's, NL so take the time for yourself and guests to check out the optional tours and activities with McCarthy's Party. If you're already opting in for a tour, be sure you have registered (and paid!) at www.mccarthysparty.com/cscs2009. They will be onsite to coordinate departures and tours.
 
There have been a few questions about flights and accommodation. Be sure to book your flight into St. John's International Airport (YYT) in Newfoundland and Labrador.
 
The conference hotel is the Sheraton Hotel Newfoundland. Please note that with only weeks to the conference and high tourism season, your choice dates for the hotel may now be limited. If this is your situation, a few other choice hotels recommended and close by are:
  • The Battery Hotel (approximately 5 minute walk from the Sheraton Hotel)
  • Courtyard St. John's Newfoundland (approximately 5 minute walk from the Sheraton Hotel)
  • Delta St. John's Hotel (approximately 15 minute walk from the Sheraton Hotel)

And now the official countdown - 18 days!

 
Best wishes,

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

Sponsors

Special Feature
 
The Corporate Secretary's Role in Board Recruitment - Adding Value to Substance, Process, and Relationships 
By Dirk Schlimm 
 
DirkBoard recruitment has come a long way since the days when directors were proposed by management and selected from a small network of close business associates and friends of the CEO. But while board recruitment has become a much more professional affair there is no reason to leave it to outside professionals, in particular search consultants. Read more Check3
 
 
This is the seventh 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. 
Special Column
 
Southern Hospitality, San Diego Style
By Sylvia Groves 
 
Sylvia Groves
I was at the Society of Corporate Secretaries and Governance Professionals annual conference in San Diego at the beginning of July. It was a chance to check into US initiatives and trends of interest to Canadian issuers.
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.
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 
 
Registration Reform In Canada:  CSA Publish Final Rule 
Stikeman Elliott LLP
 
The Canadian Securities Administrators have just published National Instrument 31-103 Registration Requirements and Exemptions (31-103) in final form. 
 
National Instrument 31-103 Registration Requirements And Exemptions
Read more check
 
CSA publish amended NI 45-106 Prospectus and Registration Exemptions  
Canadian Securities Law Online

In conjunction with publishing the final rules relating to registration reform (in the form of National Instrument 31-103 Registration Requirements and Exemptions).
Read more check
 
IIROC releases IFRS survey results and staff recommendations 
Canadian Securities Law Online 
 
As part of the Investment Industry Regulatory Organization of Canada (IIROC) staff analysis on the adoption of IFRS in Canada ...

IIROC provides guidance on registration transition to new categories 
Canadian Securities Law Online 
 
The Investment Industry Regulatory Organization of Canada (IIROC) today released a guidance note setting out how it would transition current ...
Read more check
 
OSC publishes proposed amendments regarding prospectus and registration exemptions
Canadian Securities Law Online 

On May 22, 2009 the Ontario Securities Commission (OSC) published a request for comments on a second set of proposed amendments ...
Read more check
 
Governance Initiatives Keep Coming - Open Letter from RiskMetrics on Individual Board Elections
Goodmans Update 
 
RiskMetrics Group (RMG), a major institutional shareholder advisory group, has changed its policy concerning the election of directors ...
Read more check
 
Canadian securities regulators announce results of Continuous Disclosure Reviews for Fiscal 2009
Canadian Securities Administrators 
 
The Canadian Securities Administrators (CSA) today published a staff notice that summarizes the results of the continuous disclosure (CD) ...
Read more check
 
Canadian Securities Regulators implement a new national registration regime
Canadian Securities Administrators
 
The Canadian Securities Administrators (CSA) today published new rules across Canada that apply to firms and individuals who deal in securities ...
 
Engagement and Say on Pay
CCGG
 
The Canadian Coalition for Good Governance has developed an Engagement and Say on Pay Policy which will guide us ...
Read more check
 
Canada Changes Practices Regarding Non-use of Trademarks
Torys LLP
 
The Trade-marks Opposition Board (the Board) has revised its practices regarding summary proceedings for non-use of trademarks ... 
Read more check
 
How much are directors paid, anyway?
National Post

Corporate governance pundits are always complaining about CEO pay. But shareholders shouldn't forget that it's the directors -- not the managers ...
 
Say over CEO Pay
National Post
 
As the worst global recession since the Second World War grinds on, workers are facing pay cuts, unpaid leave and layoffs. 
Not-For-Profit News & Articles
 
 
Bill C-4 Top ten things you should know about the new Canada Not-for-profit Corporations Act.
Borden Ladner Gervais 

Those who have been longing for new federal not-for-profit legislation will be pleased to learn that Bill C-4 received Royal Assent on June 23, 2009.  
Read more Check3
 
Economic Recession, Share Prices Fall 33% - What Do Charities Do?
Borden Ladner Gervais 
 
This article follows up on Bill Pashby's article in our winter 2009 Not-For-Profit Law Update.

Director's Liability in the case of bankruptcy
Borden Ladner Gervais  
 
Many charities and associations have cash flow challenges, particularly in the current economic situation.  They budget to break even financially.  
Read more Check3
 
Charities directorate audit registered charities
Borden Ladner Gervais   
 
Canada Revenue Agency's Charities Directorate has as one of its duties, to take steps to ensure registered charities comply with their obligations.
Read more Check3

A Non-profit Dashboard and Signal Light for Boards
Blue Avocado
 
The dashboard in a car gives an instant update on many important factors: speed, gas left in the tank, engine temperature, whether the air conditioner is on.
 
Canada and Ontario Launch New Infrastructure Stimulus Fund Not-For-Profit Intake
Marketwire

Today another important step was taken to renew infrastructure in Ontario and create jobs, with an announcement that Not-For-Profit organizations in Ontario interested in upgrading infrastructure can now apply for funding
Read more Check3
 
Liability Indemnification and Insurance for Directors of Not-for-Profit Organizations
Marketwire
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July 2009
In This Issue
CSCS Conference Update
Special Feature
News & Updates
Not-For-Profit News & Articles
Advertising Opportunities
CSCS Board of Directors
Job Postings
Membership Benefits
Events & Workshops
About CSCS
Quick Links
 
Conference
 
Not A Member
 
Enewsletter
 
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. the most iders.
CSCS Welcomes New Members
 
Welcome to the following individuals who have joined in July 2009! 
 
 
Abimbola Ajibolade
The Redwood
 
Sari Diamond
Thomson Reuters
Benoit Dube
CGI Group Inc.
 
Barbara Hale
Pacific & Western Bank of Canada
 
Robert Soccio
ArcelorMittal Dofasco Inc.

Nicole Woodward
The Law Society of Alberta
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
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
 
CSCS Events
 
CSCS 11th Annual Corporate Governance Conference 
 
August 23 - 26, 2009
St. John's, Newfoundland and Labrador 
The Sheraton Hotel Newfoundland 

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
November 1, 2009
Check Event Details 

ICD Events

ICD Calgary Chapter Professional Development Session: A Year In The Life Of An Audit Committee 
October 14 - 15, 2009
 
Stikeman Elliot Events
 
Registration Reform In Canada: 
The Finish Line Is Here
August 13, 2009 (Toronto)
August 25, 2009 (Montreal)
Request for Assistance 
 
A Publicly-traded Company asks:

Board directors currently participate in an annual self-evaluation process. They now wish to add a "360 degree" component by getting senior management's input into how the board is functioning and how individual directors are performing. I am looking for precedent material (questionnaires, evaluation forms etc) that would be used to develop an evaluation form to be given to senior management for this purpose.
 
A Public Company asks:

We are currently reviewing our banking resolution and our signing authority resolution.  It would be greatly appreciated if members would share their precedents and provide any comments or suggestions in respect to the drafting of these resolutions. 
 
A Governance Officer asks:

Are we seeing the Governance Committee and the Compensation & Benefits Committee combined as one Committee based on the increased due diligence requirement surrounding the President and CEO be it performance tracking, compensation etc.?

A Private Sector asks:

Occasionally, where their area of professional expertise and their particular knowledge of the organization produces significant synergies, a Director will perform consultancy services to the organization. We want to codify this in the Directors' Comp Policy and/or the Director Profile through the addition of specific information on the process for approval of the contract and the nature of the fees payable, etc. Does anyone have wording around this issue that I could use as a starting point?
 
A Publicly-traded Company asks:

We are considering instituting a policy requiring senior executives to return to the company bonus payments, RSUs etc. in the event of restatement of financial results. I am looking for precedents that I could use to build our own policy. Any documentation or other details you can provide would be appreciated.
A Publicly Company asks:

Are minutes approved by formal resolution at the next Directors' meeting or rather simply noted as approved by the Chair?
 
 
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.
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 organisations 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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