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.
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 Hi 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!
Cheers!
Lynn Beauregard
CSCS President
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CSCS 11TH ANNUAL CONFERENCE
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11th Annual Corporate Governance Conference
MARK YOUR CALENDAR !
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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 |
SPECIAL FEATURE ON CEO AND BOARD SUCCESSION PLANNING |
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
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"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.
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** 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 |
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McCormick's Successful Succession Plan
William J. Holstein
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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 |
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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 |
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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 |
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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
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How to get on a Board: Tips and Tactics - January 22, 2009
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Save the Date - February 19
For more information and to register
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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 | |
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IN THIS ISSUE - NOVEMBER 2008 |
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Advertising Opportunities |
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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. |
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CSCS Welcomes New Members |
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In the month of November 2008,
2 members became members of the Society |
Tom Bursey
Code Inc.
Shirley KozelAXMIN Inc |
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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
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 | |
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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?"
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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?"
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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. |
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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)
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