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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. 
  
CSCS Upcoming Events  
 
Meetings and Governance Best Practices
A CSCS cross-country practical workshop for Corporate Secretaries
 
Have you ever wished you knew how other Corporate Secretaries manage their board and committee meetings to make effective use of their time and provide all the support their directors' demand?

This "essentials" workshop will provide you with key tools for managing meetings and minutes in a risk-driven corporate landscape.

Spend an interactive -day gaining insight on both the practical and legal requirements you need to be aware of when holding meetings, taking minutes, recording procedures, guiding directors, preparing resolutions and managing special circumstances such as conflicts of interest.

PLUS, explore a list of governance scenarios you see every day and learn how experienced practitioners and peer companies deal with the issues.
Explore:
  • The role of the Corporate Secretary before, during and after the meeting
  • The purpose of minutes: what to include, what to exclude, the four  "Cs" of style, the three formats, current and emerging issues and our top 10 tips for effective minutes
  • Other ideas for governance practices that might fit your organization to a tee and free up your valuable time
  • Board delegation, shareholder meetings, managing disclosure, corporate governance issues, subsidiary governance, supporting corporate departments and operations, policy maintenance, insiders, administration, and more 
 
November 18, 2009 | Montreal
 
November 20, 2009 | Toronto
Check3 Event Details
 
Calgary, Edmonton and Vancouver Workshops will be held in Spring 2010 and announced shortly.  
 
The Evolution of Proxy Solicitation 
November 20, 2009 | British Columbia
CSCS Conference Update
 
Tina PHoto2009 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. You have the opportunity to 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. 
 
CSCS is heading West: Lake Louise, AB
The 2010 Annual Corporate Governance Conference is not to be missed.
We are already lining up top-notch speakers and a great program. Come meet the leading minds in governance, get up-to-date with the key challenges and issues facing your profession and network with your peers. Experience some laid back western hospitality, explore the beautiful Banff National Park, tour through the Rocky Mountains, and play a round at the award winning Fairmont Banff Springs Golf Course.
 
Come join the sessions and fun on August 22 - 25, 2010!
 
2009 Attendee Conference Feedback:

I commend and thank CSCS for a FANTABULOUS conference.
Well done! Lots of fun and great opportunities to meet and mingle.
It was a very good conference with a good variety of speakers.
Fabulous fun! Great conference - thank you!
 
Howdy Partners!
CSCS is just putting the finishing touches on the 2010 Sponsorship Package. For a great western deal, book your "Partner Package" before January 31, 2010 and receive a 10% discount! More details to follow in the weeks to come.
 
Best wishes,

Tina Hutchinson
Manager, Events & Special Projects
Canadian Society of Corporate Secretaries 
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.  Please note that you must be a CSCS Member to join the group.
 
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 
  
Draft Model Say on Pay Policy for Boards of Directors Published for Comment 
Canadian Coalition for Good Governance
For companies adopting Say on Pay, CCGG has prepared the following model policy in order to provide guidance to boards.
Read more check
 
Canadian Securities Regulators Prepare for Changes to Investment Fund Disclosure Resulting from International Financial Reporting Standards
Canadian Securities Administrators 
CSA today published for comment proposed changes to National Instrument 81-106 Investment Fund Continuous Disclosure
 
Canadian Legislators Still Debating Bill to Impose Social
Responsibility Standards on Mining Companies
Torys LLP 
The federal parliamentary Committee on Foreign Affairs and International
Development has extended until January 28, 2010 its review of Bill C-300 
 
Beyond Legislative Reform: Intellectual Property Licences Under Canadian Bankruptcy Laws
Torys LLP 
Until the recent Canadian legislative reform of bankruptcy law, there was a lack of clarity in Canadian law with respect to the treatment of ...
 
SEC Postpones Auditor Attestation for Smaller Public
Companies
Torys LLP 
The SEC has granted an extension for smaller public companies to comply with the auditor attestation requirement under section 404.
 
Duties of Directors in the Insolvency Zone
Torys LLP  
There is growing recognition that the directors of an insolvent corporation owe a duty of care to the corporation's creditors.
 
Canadian Securities Regulators Propose IFRS-Related
Rule Changes
Torys LLP 
In preparation for the changeover in 2011 to IFRS, Canadian securities regulators have proposed revisions to National Instrument 52-107  
 
The Challenges of Being a Public Company:
Where Things Stand on Corporate Governance and Executive
Compensation
Torys LLP 
Canadian companies and their directors and officers are facing intense scrutiny from regulators, stock exchanges, institutional investors ...
 
CSA propose amendments to NI 24-101
Canadian Securities Law Online 
CSA have recently published proposed amendments to National Instrument 24-101 Institutional Trade Matching and Settlement (NI 24-101)  
 
RiskMetrics Group releases draft proxy voting policies for comment

Canadian Securities Law Online 
RiskMetrics Group announced yesterday that it has released for comment until November 11, 2009 its 2010 draft proxy voting policies.
 
Shareholders Need a Say on Pay
Harvard Business School 
"Say on pay" legislation now under debate Washington D.C. can be a useful tool for shareholders to strengthen the link between CEO pay ...
 
Highlights from the Corporate Secretary's East Coast Think Tank
Cross Border
A group of corporate secretaries and other governance professionals, many of them in New York for tonight's second annual Corporate Secretary ...
 
Altman floats proxy system revamp
Cross Border
Ken Altman cares passionately about fixing the proxy system. More than three years after he began pushing his reform plans, he believes ...
 
Everyone at risk from Rule 452 changes
Cross Border
Which companies are at risk from Rule 452 changes eliminating the broker vote in director elections? 'Without trying to scare companies...  
Read more check
Not-For-Profit News & Articles
 
Board Meetings by Phone: Legal? A Good Idea? 
Blue Avocado
With gas prices rising and everyone getting busier, more and more board members want to participate in board meetings by telephone.  
Read more Check3

Can Non-profit Boards Vote By Email?
Blue Avocado 
Can non-profit boards vote by mail and email? As is true of so many matters, there are legal answers and sensible answers to this question.
 
A Welcome Change: New Legislation For Not-For-Profit Corporations
Ottawa Business Journal 
Not since 1917 has the legislative regime governing the federal not-for-profit sector been significantly amended-and not for lack of need or effort.
Read more Check3
 
Financial reporting by not-for-profit organizations (NFPOs)-an update
Grant Thornton 
AcSB announced in its October 14, 2009 meeting decision summary approval for the development of an exposure draft on the future direction of standard setting for the not-for-profit sector.
 
What Is A Private Issuer? Why Is It Important?
Ottawa Business Journal 
All corporations are governed by securities legislation that generally requires "prospectus level disclosure" for the issuance of shares.
 
Settling Disputes Among Members In The Ontario Not-for-Profit Context
Ottawa Business Journal
Once incorporated, not-for-profits are governed by Part III of the Ontario Corporations Act. 
 
A Board Member "Contract"
Blue Avocado
One way to be sure that each person on the board is clear on his or her responsibilities is to adopt a board member "contract."
Request for Assistance 
 
A Public Company asks:
We are interested in learning about your best practices on Advisory Boards.  Specifically, composition, number of members, independency and remuneration.  Any feedback would be greatly appreciated.
A Public Company asks:
Can a resolution only be made during duly constituted meetings? Our board meets for an in camera session before the start of the official board meeting, which means that the meeting has not yet been convened through a formal resolution. I have been under the impression that the board therefore cannot pass a resolution binding the corporation as the members are not meeting formally. Is this true? Thanks for any advice.
A Public Company asks:
I was wondering who is planning to adopt a "Say on Pay" in the upcoming proxy season?  It would be very interesting to see how many companies are currently considering the voluntary adoption of "Say on Pay" to follow the financial institutions.
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.
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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November 6, 2009
In This Issue
CSCS Upcoming Events
CSCS Conference Update
CSCS on LinkedIn
News & Updates
Not-For-Profit News & Articles
Request for Assistance
About CSCS
Advertising Opportunities
CSCS Welcomes New Members
CSCS Board of Directors
Job Postings
Membership Benefits
Events & Workshops
 
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 October 2009! 
 
Bruce Campbell
Ridley Inc.
 
Christine Fagan
WorkSafeNB
 
Elizabeth Jones
Atomic Energy of Canada Limited 

Lynn Korbak
Morneau Sobeco Income Fund
 
Colin McDonald
Alberta Securities Commission
 
Shelley Wilson
The Independent Order of Foresters
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 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.
 
Corporate Paralegal
Suncor Energy Inc Calgary
posted October 29, 2009
 
Secretary - National Board of Directors

Canadian Breast Cancer Foundation
posted October 22, 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

M & A Resurgence   November 17, 2009
Agencies, Boards and Crowns: Understanding the Dynamics
November 24, 2009

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.

This is your opportunity to recognize the outstanding contributions of Canadian directors who foster excellence in governance.
Please click here to nominate a director worthy of the F.ICD distinction. The deadline for nominations is Friday, November 6, 2009.
 
 
CCH 
 
Company Meetings
Preparation, Conduct and Best Practices
December 9, 2009 | Quebec
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
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