November 2008

Dear Usha,

The Canadian Society of Corporate Secretaries (CSCS) was founded to provide its members with the tools necessary to become experts in the practice of Corporate Secretarial and Shareholder Communication Services.  CSCS is a not-for-profit national association of business executives and professionals from public, private, crown and not-for-profit corporations in Canada and the U.S.  The CSCS' goal is to create a high profile organization for corporate secretaries and shareholder services professionals in Canada


We are pleased to present the November Issue of the CSCS E-Newsletter.

lynn bHi Everyone,
Well, this is a busy time of year for most of you as the year-end is approaching and December board and committee meetings are looming, information circular season is upon us and the new rules on executive compensation disclosure are in effect for year-end filers...plus Christmas shopping still has to be squeezed in there somewhere (thank goodness for online shopping).

It is worth noting that one of the more significant changes in the new executive compensation rules is the replacement of the current Report on Executive Compensation with a compensation discussion and analysis ("CD&A"). The CD&A has been in place for US issuers since late 2006 and is still a major issue for most US companies. The SEC recently released best practice recommendations for a clear CD&A which include: Layered disclosure, with tables and charts for complex information; Shorter and more concise statements of what really matters in the CD&A, the how and why; Eliminating boilerplate discussion of performance and focusing, instead, on analysis; Replacing disclosures that simply repeat information from the required compensation tables and, instead, provide analysis of such information; Deleting discussions of technical language from a compensation plan or employment agreement, and including "plain English" discussions of the material provisions; Drafting to the layperson, not the registrant's executive, analysts, or legal counsel.

CSCS recently collaborated on cross country seminars with McLeod Dixon, SimpleLogic, the Canadian Coalition for Good Governance and Hugessen Consulting, to provide insight on the new rules as many issuers prepare to report.  A webcast of the Vancouver session is still available on our web site for viewing (click here).  The seminar materials can be downloaded and a follow up article is also provided below. CSCS will continue to track relevant trends and useful tools and insights to help our members along as the 2009 proxy season unfolds, and we welcome any best practices or requests for assistance on the issues you face and would like to share or get answers to.

In this issue, we are also pleased to feature a special focus on: CEO and Board succession planning. There are some useful articles for you to browse, led by an opening piece from Dirk Schlimm on the key role that corporate secretaries play in the process of succession planning. We hope to get your feedback, questions and comments on this article, and responses will be posted online.

As for other updates, the CSCS staff and its board of directors are preparing to embark on a strategic planning exercise for the organization in December. We are grateful to those of you who took the time to send in your responses to our recent membership survey in November. Over 20% of members completed the questionnaire and this feedback will be invaluable as we review the services and benefits that CSCS currently provides and look to define our key priorities and focus for 2009 and beyond.
Finally, we are pleased to unveil our sponsorship opportunities for the 2009 11th annual conference in St. Johns Newfoundland! Click here to access the details and to find out about our early bird discount!
In the meantime, I wish you a pleasant and SANE December as well as a happy and restful holiday season!


Lynn Beauregard
CSCS President
11th Annual Corporate Governance Conference


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
Succession Planning: The Corporate Secretary's unique contribution to the Board process  
Dirk Schlimm

The ongoing dramatic developments in corporate governance and calls for strong Board leadership are providing unprecedented challenges and opportunities for Corporate Secretaries. By building strong relationships with the key players in the governance process and using their central location in the corporate communication network, Corporate Secretaries are positioned to go well beyond the function of a legalistic, technocratic administrator. They have the opportunity to assume the senior level responsibility of a key facilitator and value added contributor to the Board, the governance process, and the corporation as a whole.  read more

"This is the second of a series of original articles that Dirk Schlimm is contributing to the CSCS newsletter. This series addresses the Corporate Secretary's value-added contribution to specific issues. The first article submitted in the September issue dealt with Committee work, this submission focuses on CEO Succession and the next future articles will feature Board evaluation, Board information and communication, Director recruiting and more.

Ask the author?

D. Schlimm welcomes your feedback, comments or questions regarding this article. Just email us at info@cscs.org and we will post the author's responses in the next issue.

** other articles on Succession Planning **

Leading-Edge Practices in CEO Succession Planning
Beverly Behan
A recent study of 800 board members across the US found that only half felt their boards were effective in CEO succession planning-one of a board's important critical responsibilities.  read more
Succession Planning: A Board Imperative
Dayton Ogden and John Wood 
Boards understand the need for succession planning, but all too often they just don't do it very well. In surveys, directors consistently rank succession planning ... read more
McCormick's Successful Succession Plan
William J. Holstein  
More companies should develop clear succession plans for the CEO job, as McCormick & Co. (MKC) did, says Robert Lawless. He just stepped aside ...  read more
 Leading from the Boardroom
Jay W. Lorsch and Robert C. Clark
It's no exaggeration to say that the governance of companies has moved from the inner sanctum of the boardroom to the white-hot spotlight of public discourse ... read more
The Risks of a Conflicted CEO 
Lewis H. Lazarus and Katherine J. Neikirk 
Companies face a Catch-22 when a potentially conflicted CEO negotiates a third-party merger transaction. It seems obvious that a company's CEO ... read more


Hit by a Bus
Beverly Behan 
The annals of corporate America have seldom, if ever, recounted a single tale of a public-company CEO being hit by a bus. ...  read more
Institute of Corporate Directors 
Directors Duties: The BCE Transaction
Breakfast Session - Thursday, December 4, 2008 
Session: 7:30 a.m. - 9:00 a.m, Royal York Hotel, Toronto
  • The decision-making process of the BCE Board
  • The arguments before the Supreme Court of Canada
  • The learning for Directors from the BCE Transaction
To register, please click here
How to get on a Board: Tips and Tactics - January 22, 2009
For more information and to register
Save the Date - February 19
For more information and to
Chartered Secretaries Canada 
5th Annual Toronto Symposium on Corporate Governance
'Risk, Uncertainty and Effective Governance'
Thursday, December 4 - Friday, December 5, 2008
The Albany Club, Toronto ... 
CSCS Members receive discounted partner rate --- read more


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

Advertising Opportunities

Are you interested in advertising your company on CSCS's website and/or monthly e-newsletter?

For a charge of $35.00 per month or an annual charge of $350.00, you can advertise on CSCS website.

The CSCS is happy to insert an advertisement or advertising copy on this E-newsletter. Advertising copy deemed objectionable by the publisher for any reason may be rejected. For more information, please call 1-800-774-2850.
Rates: $150 per banner ad per newsletter, or
             $1,200 for all issues in the year
             $350 for an advertorial or advertising article


 Your feedback is important to us.


We'd like CSCS E-Newsletter to be an invaluable resource to you. Please send your suggestions, thoughts and comments.

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 in this e-newsletter.  Pease email info@cscs.org with your suggestions.


CSCS Welcomes New Members

In the month of November 2008
members became members of the Society
Tom Bursey
Code Inc.

Shirley Kozel



  • 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.


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


Please send all responses to info@cscs.org
1)  A large institution asks: 

"Currently, the Treasurer of the Institution reports to the Office of the President, on matters relating to the Pension Fund.  In addition, the Internal Auditor of the Institution also reports to the President.  This has been the case for a number of years, but there is no context or history as to why this is the case.  We are beginning to re-examine these reporting relationships, and in particular, the need for the Treasurer to report to the President instead of the finance department.  Should the Internal Auditor be reporting to the Audit Committee for independence purposes? What are the reporting relationships in your institutions?  Could anyone assist me with the best practices in this area?"
2)  A small charitable organization asks: 

"I work for a small charitable organization with numerous subsidiaries (charitable, not-for profit, and for-profit) with very diverse business lines.

I am trying to develop a skill set template for the members of the Board of Directors.  This would then be completed by the Directors to indicate their areas of experience and expertise and thus identify gaps that can be considered when recruiting new Directors.  Does anyone have such a template that I could use as a starting point?"
In order to provide more comprehensive information to our members, please use the following format to respond.
  • Contact Name:                   
  • Email:  
  • Company Type:  (ie Publicly traded, crown corp, not-for-profit, government)
  • Company Size:  (ie 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.


Please login to www.cscs.org to view recent Job Postings.

  • Corporate Secretary, BC Hydro 
    (Vancouver - Posted October 8, 2008)
  • Corporate Secretary, ENMAX Corp. (Calgary - Posted October 1, 2008)


Countdown to a clear CD&A
Janne Duncan, Macleod Dixon & Catherine Gordon, SimpleLogic Inc.
Making sure your 2008 Compensation, Discussion & Analysis is complete, compliant and clear is going to be a challenge for every company, no matter how simple or complicated your compensation practices are ... read more
Toronto Stock Exchange Announces Temporary Measures in Response to Current Market Conditions
Blake, Cassels & Graydon LLP  
The Toronto Stock Exchange recently announced that, until March 31, 2009, it would temporarily suspend certain of its restrictions for normal course issuer bids (NCIB) and the TSX's remedial review process... read more
TSX Venture Exchange Announces Temporary Measures and Amendments to Corporate Finance Manual
Blake, Cassels & Graydon LLP

The TSX Venture Exchange (the Exchange) recently announced that it would provide relief to listed issuers in light of the current volatility of global markets.  The Exchange also announced, in a separate bulletin, that it would proceed ... read more
CSA announce delay in implementing registration reforms
Canadian Securities Law Online 

On November 14, 2008, the Canadian Securities Administrators (CSA) published CSA Staff Notice 31-309 to provide an update on the status of proposed National Instrument 31-103 Registration Requirements. NI 31-103 represents ... read more
CEOs 'flee' outside boards 
Pensions & Investments Online

Fewer chief executives are taking on corporate directorships with outside firms due to pressure from activists, among other factors ... 
Why Canadian investors are getting into bed with international markets 
Torys LLP
Although the current market downturn is affecting mergers and acquisitions activity worldwide, the current credit crunch may not affect the infrastructure sector as much as other industries ... read more
Good governance and tough times
The Globe and Mail
In a year of economic turmoil, tight credit and volatile stock markets, it's easy to imagine corporate directors could have a lot more on their minds than issues of corporate governance ... read more
New blood gets warm greeting in Canada's boardrooms
Janet McFarland - The Globe and Mail
The faces around Canada's board tables are changing as top-tier companies become more willing to add new directors to their ranks who have never held corporate board seats, new research by consultancy Spencer Stuart shows... read more
Directors' Fees
David Pett - The National Post   
Demands by shareholders for better governance and stronger due diligence have forced a major transformation in Canada's corporate boards... 
Board reforms face crucial test
Janet McFarland - The Globe and Mail
After spending much of the current decade making profound changes to corporate governance practices in the boom years, Canadian boards.  Rare today is the director who spreads himself or herself over ... read more
Get Ready For IFRS
Christian Wray, The Financial Post
For many executives, the impending transition to International Financial Reporting Standards (IFRS) has not yet registered on the radar screen or has, at best, been mentally filed as an "accounting" issue... read more
When it comes to pay, how much will a 'say' really do?
Richard Siklos, The Globe and Mail
President elect Barack Obama had plenty to say about corporate excess on the campaign trail, and one place where his presidency should have a direct and early impact is in so-called "say on pay"  ... read more
Toronto Stock Exchange Issues Guidance on Security holder Rights Plans 
Torys LLP 

The TSX expects most securityholder rights plans to have a triggering threshold of 20%, consistent with takeover bid requirements under Canadian securities legislation... read more
Internal Control Certification - How is your company progressing?
After December 15, 2008, TSX listed companies (non-venture issuers) are required to certify on the operating effectiveness of their internal ...
Incentive Strategies for Canadian Executives in Troubled Times
Torys LLP
Many public companies are having to reduce compensation costs to survive the current economic conditions. Doing so makes it difficult to ... 
read more
Canadian Board Index 2007
February 2008
The 12th annual Canadian Spencer Stuart Board Index (CSSBI), published by the global executive recruiting firm Spencer Stuart, studies ... read more
Not-For-Profit News And Articles
Spotlight on Charities: It is Time for a Change - New Federal Corporate Legislation Introduced
Canadian Association Management Magazine 
19,000 Canadian associations and charities are incorporated under the Canada Corporations Act (the "CCA"). Do you know when ... read more
Board Members' Duty of Confidentiality
Borden Ladner Gervais
Like their for-profit counterparts, board members of a not-for-profit corporation are in a fiduciary relationship with the corporation. This means that ... read more 
Electronic Voting ("E-Voting") in Not-For-Profit Corporations
Borden Ladner Gervais 
Although widespread commercial use of the Internet only dates from about the mid-1990's, it is difficult for many to imagine carrying on ... 
Institute of Corporate Directors is pleased to present Not-For-Profit "Governance Essentials Program" 
Click here for more information
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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