CSCS 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 March Issue of the CSCS E-Newsletter.  

Presidents message 
lynn1Dear CSCS Members and Friends:
On this lovely spring day, I am energized about a number of activities that are ongoing at CSCS. It has been a very busy month of March for all of us here: the CSCS board, its Conference Committee and its staff.

One focus in particular these days is on the Canadian Securities Administrators' proposed governance regime changes.  CSCS intends to provide a comment letter by the deadline of mid-April.  In order to obtain your input and feedback, we hope that you will plan to attend one of our cross-country breakfast briefings (in collaboration of Corporate Secretary Magazine).  The Alberta Chapter has already held a very successful discussion on this issue on March 19th with over 30 delegates and a lively debate on the issues.  Montreal held a session on April 1st which will be followed by April 9th in Vancouver and April 14th in Toronto. The Alberta folks are also hosting a special first-time 'Meet 'n Greet' event on April 8th which will include a similar discussion in Edmonton over lunch.  Please visit our web site to register at, so that you can take part in this important dialogue, obtain key details on what the implications of these proposed changes will be for your organization.
CSCS also continues to monitor your ongoing concerns and issues through our Requests for Assistance and we want to thank both the participants who are putting forward important queries and requests for best practices, as well as those of you who are responding.  This member benefit is only as successful as your willingness to throw in your questions and to provide answers, so don't be shy and please keep those coming. For more detail on these and to view past queries and the archived responses and precedents received, please visit the Members Only section on our website.
On the conference update, if you haven't seen our very exciting announcements for the August conference in St. John's, then please scroll down to view the exciting program as it develops, to find out who our confirmed sponsors are and to find out more details on the event agenda and why you need to attend.  Speakers are coming on board very quickly and vying for a position on this very important annual event on Governance.  This is after all, the meeting place for governance professionals across the country!  You can count on CSCS to make sure that we get you the most relevant information to keep you on top of the changes in your profession, to update you on the proven best practices in governance across sectors and organizations, to have the top minds and experts to discuss these with you and to have an opportunity to dialogue with your peers and colleagues.  Keep watching your inbox and mailbox for more details and mark your calendars to register as of May 1st, and to attend this event August 23rd to 26th in St. John's Newfoundland.
Wishing all of you a wonderful start of the spring season! 

Lynn Beauregard
President, CSCS

CSCS Conference Ad

CSCS 11th Annual Corporate Governance Conference!
When: August 23 - 26, 2009 (Sunday - Wednesday)
Where:  St. John's, Newfoundland and Labrador
Location:  The Sheraton Hotel Newfoundland 

Currently the planning committee is working double duty! We're well underway for the online registration system and are setting the type for the registration brochure. So, check your inboxes for your ID and password for registration - May 1, 2009 - as well as your mailboxes for more conference information.
And we really need to pat our current sponsors on the back. Their continued support makes this conference possible:

Want to see your name on the list? Contact Tina Hutchinson at 416-921-5449 ext. 315 for your sponsorship opportunity.

As most of you know, the 2010 Conference will be held at the Fairmont Chateau Lake Louise, Alberta.  Currently we are working on an accommodation and conference RFP for venues to host the 2011, 2012 and 2013 conference.
Membership Benefits 

CCH Guide

Canadian Corporate Secretary's Guide
Available at a Reduced Rate to CSCS Members

Strengthen your Board of Directors by subscribing to the Canadian Corporate Secretary's Guide.  A comprehensive reference manual, the Guide outlines the exact information you need to carry out your duties and responsibilities as Corporate Secretary.  The Guide includes coverage on incorporation, organization, and corporate administration.  Also includes the full texts of the Canada Business Corporations Act, the Bankruptcy and Insolvency Act, Ontario's Business Corporations Act, and Securities Act, as well as selected regulations.  To help speed up your research, the Guide also provides you with finding lists and a topical index.
Key topics include:
  • The Corporate Secretary: Duties and Responsibilities
  • Incorporation and Organization
  • Corporate Finance
  • Corporate Governance 
  • Financial Disclosure 
  • Stock Exchange Listing Requirements 
  • Corporate Reorganizations 
  • Meetings 
  • Extra-Provincial Business

    Subscriptions include Corporate Brief, a monthly newsletter containing feature articles, digests of recent cases, and updates to legislation.

    CCH Canadian is pleased to offer CSCS members a 30% discount when ordered through CSCS.  The 2009 subscription rates are:

    Format                 List Price              CSCS Price
    Loose-leaf:          $900.00              $630.00
    CD:                    $900.00              $630.00
    Online:                $900.00              $630.00
    CD & Online:         $1,080.00           $756.00

    To order email
events workshops 


cscs events



Cross-country breakfast briefings on:

Canadian Securities Administrators' (CSA) Proposed Corporate Governance Regime

These breakfast sessions will provide an overview of the CSA's proposed governance regime changes in order that you may:

  • Understand the proposed National Policy 58-201's Corporate Governance Principles and how the principles-based approach compares to the current guidelines.
  • Gain insight on how the new general disclosure requirements would replace the existing "comply or explain" disclosure model set out in National Instrument 58-101 Disclosure of Corporate Governance Practices.
  • Better understand the practical implications for issuer companies of all sizes
Wednesday, April 8, 2009
Edmonton, AB
Thursday, April 9, 2009 
Vancouver, BC
Register Now

Tuesday, April 14, 2009
Toronto, ON
Register Now


When: August 23 - 26, 2009 (Sunday - Wednesday)
Where:  St. John's, Newfoundland and Labrador
Location:  The Sheraton Hotel Newfoundland 
MARK YOUR CALENDARS Registration Opens May 1, 2009!
For your FIRST SNEAK PEAK AGENDA, click here!

Institute of Corporate Directors
Shifting Sands: Directors and the Financial Crisis: A Special Series of Events 
  • Session II - Tuesday, April 14, 2009 
    For more information click here 
    Directors' duties in the vicinity of corporate insolvency
    Tuesday, April 14, 2009                             
    For more information, click here 
    Session III - Thursday, May 7, 2009
    For more information 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.  For more information, please visit

    Directors Financial Literacy:  As a Board Director, it's your responsibility to understand your organization's financial reports. Why?  For more information, please visit: Directors Financial Literacy Program or Not-For-Profit Governance Essentials Program
    Chartered Secretaries Canada

    Directors' Education & Accreditation Program
    The Directors' Education & Accreditation Program delivers value through its concentrated delivery, reasonable tuition, and widely recognized designation - Acc.Dir. or Accredited Director.As this is a rigorous program that is completed in three days, pre-reading is required. Tuition includes all materials, breakfast and lunch.

    Toronto: May 4 - 6, 2009
    Calgary: September 23 - 25, 2009
    Montr�al: October 26 - 28, 2009
    For more information, click here 

    Essentials of Corporate Secretaryship (Toronto)
    April 23, 2009                                   
    For more information, click here
    The other Essentials workshops include:
    Apr 23, 2009: Essentials of Corporate Secretaryship ... read more
    Oct 01, 2009: Essentials of Corporate Governance ... read more
    Oct 19, 2009: Essentials of Corporate Financial Management ... read more
    CCH presents "How to engage employees"
    May 14, 2009
    For more information, click here
    Conference Board of Canada
    2009 Western Governance Conference
    Wednesday, May 13, 2009
    Calgary TELUS Convention Centre, Calgary, Alberta         

    Canadian Investor Relations Institute
    22nd Annual Investor Relations Conference
    June 14 - 16 
    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.
  • Chapter Updates

    BC Chapter News

    A small but enthusiastic group met over coffee and delicious home-baked muffins for the March 11, 2009 meeting of the BC Chapter.  This was an informal "brainstorming" session to obtain ideas for future Chapter meetings, and to exchange ideas regarding day-to-day work challenges.  Some excellent suggestions were made, and notes of the meeting and a follow-up survey were sent to all BC Chapter members.  Chorus Call offered to host a session on webcasts/conference calls and confidentiality considerations, and this will be organized for (hopefully) a late spring Chapter meeting.
    Patricia Parisotto 
    Chair, CSCS BC Chapter

    Alberta Chapter News

    Although in Calgary the snow is still falling and thoughts of Spring are still weeks away, we are already at the end of March and most of us are in the full swing of annual meeting season.  For the Alberta Chapter, much has happened since our last update.  Late last year our Committee went through a number of changes.  We were fortunate enough to welcome several new Chapter Committee members, including David Taniguchi of Stikeman Elliott LLP, Hamish Knox, of CNW, Leslie Lawson of Talisman Energy, and Tracy Howard of Zargon Energy Trust. Their knowledge and enthusiasm will greatly assist the Committee and I look forward to working with them.  We also said good-bye to the first Chair of the Alberta Chapter; Barbara Blackmore regrettably decided to step down and she has been missed.  For our returning Committee members,  I was elected as the new Chair, Leanne Likness is our new Vice Chair and Mike McLeod of Georgeson was asked to remain as Committee Secretary, as we continue in our efforts to make a Secretary out of him!  Misti Christensen, along with Leslie, will continue to be responsible for events.  On the event side, we have had a number of Alberta events, including our most recent one on the proposed governance rule changes that was hosted by David Taniguchi and the ASC.  We are following that event up with a our first ever meet and greet in Edmonton On April 8th and we would like to thank EPCOR for hosting the event.  We are busy preparing our schedule for the remainder of the year and continue to seek input from our Alberta members with respect to possible event ideas.  An Alberta favourite is our round table on surviving the AGM season and we are currently looking at possible dates for that. 
    In closing, the Alberta Chapter wishes you all a successful meeting season and we look forward to updating you again in June.
    Colin Petryk
    Chair, CSCS Alberta Chapter

    In This Issue - March 2009

    CSCS 11th Annual Conference
    President's Message
    CSCS Annual Conference Update
    Special Feature
    Events & Workshops
    Chapter Updates
    Job Opportunities
    E-Newsletter & Website Advertising Opportunities
    Your feedback is important to us
    CSCS New Members
    CSCS Benefits
    CSCS Board of Directors
    Board of Directors
    News & Updates
    Request for Assistance
    About CSCS
    ChorusCall 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



    CSCS Welcomes New Members

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

    Sylvia Elkatsha

    B+H Architects
    Olga Holmes
    Society of Corporate Secretaries & Governance Professionals

    Ann Marie Landry
    Waterfront Toronto
    Sandra Miles
    Coastal Community Credit Union
    Donna Moroney
    Global Corporate Compliance
    Holly Wennerstrom
    Nexen Inc.


    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


    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
    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
    Toronto, ON

    Job Opportunities

    Please login to to view recent Job Postings.
    Corporate Secretary Assistant
    Vancouver, BC
    TELUS Communications Inc.
    posted: April 1, 2009

    News and Updates 
    Group backtracks on Executive Pay Votes
    The Globe & Mail
    Canada's largest investor coalition has reversed its opposition to "say on pay" and says its members now support giving shareholders an annual advisory vote on executive compensation packages ... read more
    Toxic pay, toxic politics = trouble
    Margaret Wente
    'I am appalled by the greed of today's executive," declared Peter Drucker, the great father of modern management, way back in 2000. It's a good thing he's not ... read more

    Pay at Nonprofits Gets a Closer Look
    Wall Street Journal 
    The furor over big bonuses at American International Group Inc. and other Wall Street firms is prompting nonprofit organizations to brace for more scrutiny ... read more
    Investors push for 'say on pay'
    National Post  
    A Canadian campaign to give shareholders a say on how much top executives take home is gaining momentum, helped by growing global anger at fat paycheques ... read more 
    CCGG Releases Engagement and Say on Pay Policy
    The CCGG has issued its Engagement and Say on Pay Policy ... read more 
    OSFI releases revisions to guidelines governing outsourcing by federally-regulated entities
    Stikeman Elliott LLP
    On March 11, 2009, the Office of the Superintendent of Financial Institutions Canada (OSFI) released the first revision to its Guideline B-10, Outsourcing of Business Activities ... read more
    Avoid boardroom quicksand traps
    Harvey Schachter - The Globe & Mail
    Boardroom problems can be costly. Bad decisions can ruin organizations. Boardroom tensions can spill over into the working of the organization, creating feuds or a toxic culture.  read more

    Three is the magic number of women 
    Financial Post
    How many women directors should be on the board of a business corporation? In January, 2006, the government of Norway decided the answer to this question is 40% of the board, and starting in 2007 ... read more
    FRC needs you to for governance code review
    FT Adviser Financial Times
    The Financial Reporting Council is calling for responses to the Combined Code on Corporate Governance for UK listed companies, as part of its review into the code's impact ... read more
    F&C links failed corporate governance to bank crisis
    FT Adviser Financial Times 
    Serious corporate governance problems in financial sector could lead to closer scrutiny in future, says firm ...
    read more
    Chairman-CEO Split Gains Allies
    Wall Street Journal
    The effort to separate the roles of chairman and chief executive at U.S. public companies is gaining prominent new allies. More than 50 corporate leaders, investors and governance specialists Monday will urge companies to bolster ... read more
    Corporate Directors' Group Gives Repair Plan to Boards 
    Joann Lublin, Wall Street Journal
    The leading U.S. organization of directors says its members must do a better job governing corporate America, or risk further alienation of wary shareholders ... read more
    Survival Guides For Governance 
    Michelle Wu, Wall Street Journal
    As proxy season heats up - and executive pay practices grab the spotlight - investors are paying more attention to corporate governance. Governance expert Stephen Davis, a senior fellow at Yale University's Millstein Center ... read more
    International Federation of Accountants, Professional Accountants in Business Committee
    Evaluating and Improving Governance in Organizations
    This publication, prepared by IFAC's PAIB Committee, aims to enhance the role of professional accountants in business by encouraging and facilitating the global development and exchange of knowledde ...
    read more
    A Director's Guide to Executive Compensation (February 2009)

    Since the economic crisis began, executive compensation has been a staple of the news media and a target of greater scrutiny for shareholders, investors and other stakeholders. This issue of A Director's Guide to ... read more
    CDS Clearing and Depository Services Inc. announces extension to BEO Securities Services Agreement transition period
    On December 4, 2008, CDS Clearing announced that a new Book-entry-only Securities Services Agreement (BEO SSA) will come into effect on April 1, 2009. Since then, several issuers have already submitted the BEO SSA agreement ... read more 

    Not for Profit
    2008 National Board Governance Survey for Not-for-Profit Organizations
    Over the past five years, there has been an increased focus on the governance of not-for-profit organizations nationwide.
    The U.S. Senate Finance Committee issued a white paper several years ago ...
    read more

    Role of the Secretary in a Successful Meeting
    Hanish Babu
    After the chairperson, the secretary is the most important official at a meeting. The role of a secretary in a successful meeting is reviewed in this article... read more

    request for assistance 
    A large size not-for-profit organization asks: 
    • "I am looking for ideas, policy or procedures a company would have on the type of question to be put forward to a Board of Directors. Some are very clear such as budgets etc... but some are more subtle. What type of expense would be put forward for Board approval (amounts and types). Any idea would be very helpful)"

    • "I am looking for information on Board materials disposition and would like examples of corporate policies on disposing of additional copies of board members' materials and some information as to what research was conducted to arrive at a particular corporate policy". 

    In order to provide more comprehensive information to our members, please use the following format to respond.

    Please send all responses to   In order to provide more comprehensive information to our members, please use the following format to respond. 
    Contact Name:                
    Company Type:  (i.e. publicly traded, crown corporation, not-for-profit, government)
    Company Size:  (i.e. small, medium, large issuer based) 
    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.
    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 ( 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.  
    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. 
    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

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