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 September Issue of the CSCS E-Newsletter.

Sylvia's Picture

Hi All

For those of you who were there here is a quick recap of my Top 10 Pearls of Wisdom from the conference - taken completely out of context, of course, and in jest.  For those of you who missed it, you may need to have lunch with someone who attended to truly understand the Top 10.

1.  We all need good job descriptions - unfortunately, in addition to our regular executive officer duties, they are also likely to include items such as magician, architect, mind reader, teacher and artist.

2.  All boards are dysfunctional and many board evaluations don't even rise to the level of awful.

3.  Clearly, we are discouraged from doing unethical stuff, even on our own time.  And, if we are having trouble with our personal investing strategy, a good option is to drink heavily and recycle.

4.  Proxies come with fudge, but dividends don't.

5.  Minutes are incorrectly named, as they will always take at least twice as long to prepare as the meeting itself took.

6.  Canada Revenue Agency can be beaten - though probably not on any of our personal tax issues.  As well, we all love our jobs and honestly making a difference, our challenge is that directors have an attention span of about one page.

7.  Compensation is the biggest focus this year, unfortunately, not our compensation.

8.  Scary - Tax and Legal/Corporate Secretarial used to be in parallel universes.  Scarier - a related thought must be that we are now in the same universe.

9.  Make sure your passport is always current, but not for vacation purposes. And, join the boy scouts so you can always be prepared.

10.  Apparently there are experts out there that can train us to handle panic.  And, we may all want to consider donning red mohawks to help us focus our boards!

Sylvia Groves

Conference Summary
I wanted to thank the team at CSCS for the incredible effort that went into organizing the conference last week, with weeks of preparation and conference late nights. I know from my short time here in the Bank of Montreal's Corporate Secretary's Department what goes into organizing the Annual Shareholders' Meeting, let alone an event lasting a few days like this conference. I didn't want you to think that everyone had dispersed and not given you a thought.

My colleague, Vandra Goedvolk and I got a lot out of the conference, finding it very relevant to our portfolios and this morning we shared the key messages from each of the presentations with the rest of the department. We recommended the conference highly and there probably be another two colleagues in Newfoundland next year.

I am happy to share those key messages, please click here for the summary.

  • This was my first CSCS Conference and I am hoping not my last! Thank you for a great couple of days and for making this a first class event. I congratulate you on the quality of the guest speakers, the topics discussed and the attention to detail in the organization of the event.  I really enjoyed the networking opportunities and I now feel like I have a list of resource people I feel comfortable contacting.
  • ...an excellent conference, my congratulations to the planning team for all the effort put into the organization of the 'event of the year' for CSCS.
  • Excellent content dealing with relevant matters.
  • As usual, the organization of the event was exceptional.
  • ...certainly provided relevant topics that I can use in the future.
  • I found this conference to be very well run, informative, thought provoking and with a good range of topics.
  • This was my first CSCS conference and I was very I was very pleased with the professionalism and expertise of the speakers and presentations.

11th Annual Corporate Governance Conference

CSCS celebrates its 11th Annual Conference at the

The Fairmont Newfoundland in St. John's, Newfoundland,

August 23 - 26, 2008 (Sunday - Wednesday)

Adding value through key relationships - the Corporate Secretary's unique contribution to the Board process.
By Dirk Schlimm

Too often, the Corporate Secretary performs a merely administrative function. Meanwhile, the Secretary is in a unique position to "add value" by proactively facilitating the effective functioning of the Board. This facilitation is accomplished by building and leveraging relationships with the major players in the Board and governance process. The key to building these relationships is to understand and relate effectively to the differing perspectives of independent directors, management directors, and "owner/shareholder" directors. This series of articles covers key principles of relationship building in the Board context and provides practical examples of how the Corporate Secretary can leverage relationships to enhance the Board process. The author draws on his own experience as Corporate Secretary of a TSX listed global company. It is his premise that relationship building is not merely an art but a skill that can be learned and perfected.

Click here to read the full article

"This will be the first of a series of original articles that Dirk Schlimm will be contributing to the next few months of the CSCS newsletter. Look for the series to address the Corporate Secretary's value-added contribution to specific issues including Committee work, CEO Succession, Board evaluation, Board information and communication, Director recruiting and much 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."


Show Me the Money: Are Directors Motivated by Compensation?
By Paddy Kamen

Compensation is often identified as an essential factor in establishing a board's quality and in motivating members to fulfill their duties in the best interests of their company and its shareholders. But what is the actual relationship between director pay and effectiveness?

Edward Waitzer, recently named Schulich School of Business Chair in Corporate Governance, says that people make decisions about sitting on boards very differently than they make decisions about taking jobs. "They expect to be paid and the compensation has gone from a nominal amount to reflecting the amount of effort, but the decision to serve doesn't depend on how much they are getting paid. The real issue is how to set it up so they are paid fairly and have incentives to do a good job and to maximize long-term value for the company."

Click here to read the full article
Executive Compensation Seminar

The (CSA) announced this month that they are adopting Form 51-102F6 Statement of Executive Compensation as well as consequential amendments to National Instrument 51-102  Continuous Disclosure Obligations and related forms. The new Form and consequential amendments will take effect for years ending on or after December 31, 2008.

In order to address the impact of these changes on our members, CSCS is partnering with Macleod Dixon LLP, SimpleLogic Inc., Hugessen Consulting and the Canadian Coalition for Good Governance to bring you a series of cross-country seminars in October 2008.

A practical, comprehensive seminar that will give you an end-to-end perspective on complying with the new executive compensation disclosure rules


7:45 - 8:15                Breakfast
8:15 - 10:15             Speakers
10:15 - 10:30            Questions

Toronto                                             Calgary                                       Vancouver
October 22, 2008                             October 28, 2008                             October 29, 2008

Registration is complimentary but space is limited. Please click here for complete details.

If you have any questions, please contact: Caroline Cody, Marketing Specialist, at 403.267.8151

ICD Ontario Chapter Fall Events

Mark your Calendar!

Please find below a schedule of events for the Ontario Chapter (Fall 2008) including the 2008 ICD Conference taking place in Montreal. Click for registration and additional information.

Corporate Governance 360

Course Date:   Monday, October 27, 2008
St. Andrew's Club & Conference Centre
Registration | Course Brochure


Canadian Companies Should Act Now to Comply with U.S. Tax Laws Governing Deferred Compensation Plans and Arrangements
By Bari Zahn

In 2004, the U.S. Congress enacted section 409A of the U.S. Internal Revenue Code to eliminate perceived abuses in the taxation of non-qualified deferred compensation. Section 409A creates a host of complex compliance issues for any Canadian company (including its branches and subsidiaries) that offers bonus- or equity-based compensation plans and arrangements to employees who are U.S. citizens or residents. Participating U.S. employees in Canadian arrangements that fail to comply with these rules by December 31, 2008 face severe U.S. tax consequences, including a harsh 20% penalty tax and interest charges.

Document Compliance. To comply by the December 31 deadline, affected Canadian companies typically will need to re-examine a broad range of non-qualified deferred compensation arrangements, including deferred share unit plans, restricted share unit plans, performance share unit plans, phantom stock awards, stock option plans and stock appreciation rights. No assumption can be made that an arrangement that complied under prior law will satisfy the new requirements without revision. For example, section 409A requires an affected plan or arrangement to comply with detailed rules regarding timing of deferral elections, payments and funding, as well as a general prohibition on the acceleration of benefits.

To read the full version of this bulletin in PDF format, please click here.

Canadian Regulators to Host XBRL Panel Discussion

Toronto - On September 24, 2008, representatives from the Canadian Securities Administrators (CSA) will hold a free information session for industry participants and members of the media on the increasing use and importance of XBRL (eXtensible Business Reporting Language).

Click here to read more.

Canadian Securities Regulators Implement Improvements to Executive Compensation Disclosure

Toronto - The Canadian Securities Administrators (CSA) announced today they are adopting Form 51-102F6 Statement of Executive Compensation as well as consequential amendments to National Instrument 51-102 Continuous Disclosure Obligations and related forms.

Click here to read more.

Quebec government adopts securities transfer legislation

Sterling H. Dietze

An Act respecting the transfer of securities and the establishment of security entitlements received Royal Assent on June 20, 2008 and will come into force on January 1, 2009. The adopted legislation differs from Bill 47 as initially introduced in the National Assembly and upon which we commented in December 2007.

To read the full version of this bulletin, please click here.


Please send all responses to info@cscs.org

1)  A small publicly traded issuer asks:

"We are currently considering adoption of an Environmental Policy and a Policy for dealing with First Nations people. We would like to know if any members have either of those policies in place and if they would be willing to share them?"

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

    Contact Name:                  


    Company Type:  (ie Publicly traded, crown corp, not-for-profit, government)

    Company Size:  (ie 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.


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

Job Title

Company Name


Posted Date.

Corporate Manager
Global Mining Management Corporation
September 24, 2008
Manager, Corporate Affairs
Norbord Inc.
September 02, 2008
Manager Corporate Secretarial
ATCO Group
August 20, 2008
Corporate Secretary - Part Time
Institute of Corporate Directors
July 31, 2008
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

Canadian Society of Corporate Secretaries
In This Issue - September 2008
President's Message
CSCS 10th Annual Conference
CSCS 11th Annual Conference
Feature Articles
Event and Workshop
News & Updates
Request for Assistance
Job Opportunities
Conference Sponsors
E-Newsletter & Website Advertising Opportunities
Your feedback is important to us
CSCS New Members
CSCS Benefits
CSCS Board of Directors
CSCS would like to thank the Sponsors for their support of the 10th Annual Corporate Governance Conference
2008 Conference Sponsor Thank you
Advertising Opportunities
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
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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 September 2008
members became members of the Society
Lori Ferguson Sain
Workers Compensation Board of Manitoba

Jay Harris

The Co-operators Grop Ltd

Cathy Pett
Norbord Inc

Gail Yester
Trilogy Energy Trust
  • 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.

 CSCS 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 (President)
Assistant Secretary
Nexen Inc
Calgary, AB


Daryn MacEachern (Secretary)
Assistant Corporate Secretary
Calgary, AB


David Masse (Vice President)
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.
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