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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 June Issue of the CSCS E-Newsletter.  
 
President's Message lynn1
 
CSCS is pleased to introduce a new name! 'Governance Matters at CSCS' is our new banner and we also have a new look, thanks to Usha Siva, our Web Site Administrator.

These subtle changes allow us to keep this newsletter fresh and easy to navigate for you as we continue to scan relevant news, issues and matters of interest to our members and friends, provide notices of upcoming events as well as updates to a members' only area which features job postings, valuable online resources, and answers to our frequent requests for assistance.

In other news, for those of you who haven't seen the announcement yet, we have extended the Early Bird discount deadline for the annual conference in St. John's to July 15th! With the holiday season upon us, we wanted to make sure that as many of you have had the opportunity to take advantage of this offer.
 
As for the conference itself, we have an amazing lineup of sessions that deal with current issues and challenges. We thought we would feature a couple of these sessions here, to highlight how insightful and valuable this year's program agenda will be to you, as well as to feature some of the high caliber speakers we have lined up.

 
Carol
 
Carol Hansell
Senior Partner
Davies Ward Philips & Vineberg LLP 
 
 
 
 
 
 
The Evolving Role and Responsibilities of the Canadian Corporate Secretary
Monday, August 24, 2009 - 9:00 am - 12:00 pm (Workshop)
 
This workshop will provide a practical overview of the emerging trends the Canadian Corporate Secretary should be aware of, as well as best practices and tools to:
  • help navigate your board and committees in times of increased risk
  • be armed with key insights to help yourself and your organization stay ahead of the fray
  • be aware of where important governance changes are taking place and how they will affect you
  • be more 'board conversant' and gain key insight on managing relationships with your board and your Governance Committee.

And more practical and unique insights from one of the leading minds in governance in Canada.

 
Wes Hall

Wes Hall
President and CEO
Kingsdale Shareholder Services Inc.
 
 
 
 
 
 

Ken
 
Ken Hugessen
President and CEO
Hugessen Consulting Inc.

 
 
 

 


Paul
 
Paul Schneider 
Director of Research
Canadian Coalition for Good Governance
 
 
 
 
 

Executive Compensation: Disclosure Issues and Say on Pay
Tuesday, August 24, 2009 - 9:00 am - 10:30 am (Panel)
 
You will NOT want to miss this panel discussion which takes an in-depth look at the most challenging current issues in executive compensation and the first-time disclosure by Canadian Companies. You will hear first hand:
  • A look at some of the practices and disclosures on Exec comp as well as do's and don'ts - a review of the most recent proxy season
  • The Coalition's 6 principles of Compensation
  • What is best practice and what is setting the bar for disclosure in Canada
  • What shareholders are expecting and what matters
  • An update on Say on Pay - key issues and what needs to be considered
  • How to improve your own disclosure

We will be sending out email notices over the next few weeks with other useful program highlights so stay tuned!

Best wishes,

Lynn Beauregard
President, CSCS  

Name the Newsletter Contest
 
CSCS would like to thank all of you who participated in the "Name the Newsletter Contest".  We had over 25 entries and it was really hard to choose a name.  The CSCS Newsletter Committee had a vote and the name "CSCS Governance Matters" was chosen by majority vote and we've revised it to read "Governance Matters at CSCS".
 
Congratulations to Carmel Bellamy, who is the winner of the Contest and will receive a free registration to the 2009 CSCS Annual Corporate Governance Conference. 
CSCS Conference Update 
 
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
 
Tick tock, tick tock - time is running out to register for the conference.
 
For all of you late registrants, we've got good news for you: we've extended the early-bird registration date. You can still save yourself 15% (and dollars!) on your registration fee, but only until July 15.
 
So what are you waiting for?
 
check Register today!
 
Bonus!
CSCS is pleased to offer non-members registering for the 2009 Conference a three-month complimentary CSCS membership, expiring on December 31st 2009, so you can experience first-hand all of the great membership benefits CSCS offers!
  
We've made it simple to get to St. John's, NL:
  • WestJet is offering 10% off any flight booking for conference travel to St. John's, NL.
  • Kingsdale Shareholder Services is providing members with a $20 rebate per room for a maximum of 3 nights.

And while you're there we want you to have some fun too:

  • Bring friends and family! Your travelling companions can now take part in the social activities of the conference.
  • The casual evening "Rally in the Alley" on Tuesday August 25, hosted by Laurel Hill Advisory Group, is guaranteed for a good time.
  • And to make sure you enjoy yourself while you are visiting Newfoundland and Labrador with McCarthy's Party tours set up just for CSCS. 

For complete conference details, visit the website www.cscs.org and go to the "Events & Workshops" tab.

Added Benefits
Sponsors could receive complimentary passes and discounted registration fees, not to mention the additional logo recognition.

Packages are still available - and suit any budget from $500 and up!

Contact Tina Hutchinson for your booking opportunities.

tina.hutchinson@cscs.org
416-921-5449 or 1-800-774-2850 ext. 315

 
sponsors



Advertising Supplement
 
ask brock    Ask Brock
 
     Some members of our Board are hesitant to use
     teleconferencing to discuss sensitive matters. 
     Is it really secure?
 
 
I can't speak for everyone's equipment; the bridges we use are built by our sister company Compunetix.  They are widely used around the world and have an excellent roster of security features.  The solutions I describe here may or may not apply to your teleconferencing vendor, so I suggest that you have a conversation with them about security. 

Possible solutions include: locking your call, announcing participants, roll calls, seeking operator assistance, a "Passcode Plus PIN" account, vetting callers and using web-based conference control.  For a more in depth look at these options, please click here.

choruscallBrock Stine is General Manager for Chorus Call Canada, a communications company specializing in teleconferencing, webcasting, video conferencing and web-based meeting services.  If you have a question to ask Brock, please e-mail him at bstine@choruscall.com or call 1-800-319-3929.

Request for Assistance  
 
 
A publicly-traded company asks:
"The question has arisen as to whether to note the names of the board members who move and second a motion. My mnutes are quite concise. I have been putting the phrase "On a motion duly made and carried unanimously, IT WAS RESOLVED THAT.....". Thoughts?"
 
A Publicly-traded Company ask:

"When a board meeting goes in-camera, should the minutes of the in-camera portion be separated as distinct and separate minutes or simply show in the BOD minutes that the board moved into in-camera and then just indicate any resolutions that arose?"


A medium not-for-profit regulatorasks:
I would like to know the view of members on posting a board governance manual on the firm's external website. Are there issues or concerns to be aware of?
 
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.
 
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June 2009
In This Issue
President's Message
Name the Newsletter Contest
CSCS Conference Update
Request for Assistance
Advertising Opportunities
CSCS Welcomes New Members
CSCS Board of Directors
Job Postings
Membership Benefits
Events & Workshops
News & Updates
Not-For-Profit News & Articles
About CSCS
Quick Links 
 
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 June 2009! 
 
Annie Belecki
TransCanada Corporation
 
Donald DeGrandis
TransCanada Corporation
 
Sari Diamond
Thomson Reuters
 
Donna Foran
Office of Crown Corporation Governance, Transport Canada
 
Tracy Horan
 
Dexter John
Kingsdale Shareholder Services
 
Simon Mielniczuk
DundeeWealth Inc.
 
Shelley Milne
British Columbia Safety Authority
 
Sheila Paine
Crosshair Exploration & Mining Corp.
 
Suzanne Polkosnik
EPCOR Utilities Inc.
 
Brenda Rawcliffe
TransCanada Corporation
 
Bernard Robert
North American Construction Group
 
Jeff Robinson
 
Tara Shaw
TransCanada Corporation
 
Avery Smith
TransCanada Corporation
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
CSCS
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.
 
Approvals Officer or Assistant Approvals Officer
(posted July 2, 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
 
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
News & Updates 
 
Canadian Securities Regulators launch online fee guide
Canadian Securities Administrators 

The Canadian Securities Administrators (CSA) today announced a new web-based tool that simplifies the identification of SEDAR regulatory filing fees for market participants across Canada.  
Read more check
 
Canadian Regulators Provide Guidance on Transition to New Registration Regime
Canadian Securities Administrators 

The Canadian Securities Administrators (CSA) today published CSA Staff Notice 31-311 which provides guidance for the transition from the existing registration ...
Read more check
 
Canadian Securities Regulators Announce that TSX Inc. will act as an information processor for exchange traded securities
Canadian Securities Administrators  

The Canadian Securities Administrators (CSA) today published CSA Staff Notice 21-309 Information Processor for Exchange-Traded Securities other than Options ...
Read more check
 
Proposed NI 31-103 Registration Requirements and Exemptions - Transition into the
new registration regime
Ontario Securities Commisson
 
Proposed National Instrument 31-103 Registration Requirements and Exemptions (NI 31-103) was last published for comment on February 29, 2008 and has not yet been approved by the securities regulatory authorities. Over the next month, staff of the Canadian Securities Administrators (the CSA) will seek ...
Read more check

OSC asked to improve reporting standards
Advisors News 
 
The Ontario government has passed a motion calling on the province's securities regulator to review current corporate reporting standards and to produce recommendations for enhanced disclosure. 
Read more check
 
Canadians May Be Subject to Surprise New
U.S. Financial Reporting Requirements
KPMG
 
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 ...
 
CCGG seeking comments on revised Corporate Governance Guidelines
Canadian Coalition for Good Governance 
 
CCGG is issuing for comment our new corporate governance guidelines titled Building High Performance Boards. These guidelines are an update to Corporate Governance Guidelines for Building High Performance Boards which were last updated in November 2005. Building High Performance Boards reflects the Coalition's current thinking on how to create high quality boards ...
 
CCGG releases Principles of Compensation
Canadian Coalition for Good Governance  

The final version of CCGG's Principles of Compensation is now available. This document is the represents the most recent thinking of CCGG on compensation and was developed in consultation with leading industry experts ...
 
Registration Reform Timing Announced
Blake, Cassel & Graydon LLP
 
The Canadian Securities Administrators (CSA) have published the timing and steps for transition into the new registration regime. The CSA announced they expect to publish National Instrument 31-103 Registration Requirements and Exemptions (NI 31-103) in final form on July 17, 2009. NI 31-103 would come into force ...
 
CSA Compliance Reviews
Institute of Corporate Directors 
 
Multilateral Instrument 52-110 prescribes three broad sets or requirements for audit committees and its members: i) independence and financial literacy of all audit committee members, ii) audit committee must set out these responsibilities in its charter, and iii) the Annual Information Form, the Management Information Circular ...
 
Prepping the Law Firm for E-Discovery 
Torys LLP 

The question of whether to turn your mind to e-discovery is becoming increasingly less optional. A new Rule of Civil Procedure is on the horizon (launching on Jan. 1, 2010) that requires counsel to have regard to the Sedona Canada Principles, which reflect legal principles and best practices. Although this is aimed ...
 
CCGG releases 2009 principles of executive compensation
Canadian Securities Law Online
 
The Canadian Coalition for Good Governance recently released its 2009 Executive Compensation Principles, representing the CCGG's "most recent thinking" on the topic of compensation. The document considers specific principles, which are intended to "guide boards and help encourage compensation decisions that are aligned ...

SEC proposes amendments to facilitate rights of shareholders to nominate directors
Canadian Securities Law Online
 
On May 20, the Securities and Exchange Commission proposed rule amendments "that would provide shareholders with a meaningful ability to...nominate the directors of the companies that they own." Under the proposals, shareholders that meet certain thresholds (including holding between 1% and 5% of the voting securities, depending ...
Read more
 check 
 
What Boards Should Know About Senior-Level Executive Assessment
Directorship 

As boards have come to recognize that talent is the critical differentiator on what is often an otherwise level playing field, they have paid increasing attention to the issue of senior-level executive assessment. As a result, many boards are trying to develop profiles of executive excellence, establish processes for transparent ...
 
D&O Coverage 
Directorship 

The current economic downturn and the increased frequency and severity of claims against directors and officers that will likely ensue make it more crucial than ever for directors to take a close look at their company's Directors and Officers (D&O) insurance coverage and ensure that appropriate coverage is in place ...
 
CSA proposals receive widespread criticism
Investment Executive 
 
In the wake of the massive financial crisis attributable - at least, in part - to failures in corporate governance, it's no surprise that regulators are contemplating reforms. But the sort of reforms being proposed by Canadian regulators are apparently not what investors had in mind ...
 
SEC proposes stricter corporate governance rules
National Post
 
WASHINGTON -- U.S. securities regulators proposed requiring companies to tell shareholders more about pay policies and board members' qualifications amid public anger that lax corporate oversight allowed top executives to take excessive risks ...

Managing executive compensation
National Post

Canadian securities regulators have implemented major changes to executive compensation disclosure requirements that apply to any fiscal year ending on or after Dec. 31, 2008 ...
Not-For-Profit News & Articles
 
Canada Revenue Agency Releases Policy on Fundraising 
Association of Fundraising Professionals  
 
Today, the Canada Revenue Agency (CRA) released a revised and final version of its Policy on Fundraising. This new version is quite different in tone and substance from the original draft released last year. 
Read more Check3
 
Six Things Every Board Member Should Know About the NEW 990
Blue Avocado

Just the thought of an IRS form can bring out the clouds on a sunny day. But now that this annually required nonprofit form is on the web for everyone to see (at GuideStar.org)
 
Alligators in the Boardroom and Urban Legends about Nonprofits
Blue Avocado 

An influential but under-the-radar form of popular culture is the urban legend. Like the mythic alligators in the New York sewers or the man who woke up in an ice-filled bathtub ...
 
Canada Not-For-Profit Corporations Act Receives Royal Assent
Canada News Center
 
OTTAWA, June 24, 2009 - New federal legislation that will streamline the regulatory burden on Canada's not-for-profit sector has been given Royal Assent and is ready to become law, the Honourable Diane Ablonczy, Minister of State (Small Business and Tourism) announced today ...
 
Building a new not-for-profit organization: Board development
Charity Village 
 
This is the fifth in a series of articles focusing on key steps in building a solid not-for-profit organization. As referenced in the first four articles, we have relied on the excellent information offered in the Government of Canada's Primer for directors of not-for-profit corporations (Rights, Duties and Practices) for the content of these articles ...
 
Selecting Optimal Non-Profit Board Members
Suite101.com

Not for profit organizations rely heavily on their board members for fund raising, the provision of key skills and advocacy. Consequently it is imperative that the right community members be recruited for the board. Here are some key considerations for selecting board members ...
 
Financial Reporting by Not-for-Profit Organizations 
CGA Magazine

Over the past year, we have dealt with many changes that will affect reporting by Canadian profit-oriented enterprises. We have seen changes to the CICA Handbook related to business combinations and consolidated financial statements, along with amendments dealing with intangible assets. The past two columns have covered ...
 
 
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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