October 2009

Model "Say on Pay" Policy for Board of Directors
CCGG has posted for public comment a Draft Say on Pay Board Policy.  If you have any feedback, please comment by November 25, 2009.  Click here to view a copy of the policy.

September 2009

 

National Registration Regime Implemented: Canadian Securities Regulators Announce New Registration Rules and Streamlined Process for Dealers and Advisers  Read more 

Canadian Securities Regulators Announce Results of Certification Compliance Review Read more 

 

Canadian Securities Regulators prepare for upcoming changeover to International Financial Reporting Standards Read more 

Stress Testing Governance: The Impact of the Recession on Governance Practices Read more 

The Challenges of Being a Public Company: Where Things Stand on Corporate Governance and Executive Compensation  Read more 

New Registration Regime In Force Read more 

National Registration Regime Implemented: Canadian Securities Regulators Announce New Registration Rules and Streamlined Process for Dealers and Advisers Read more 

August 2009

• CSCS 11th Annual Corporate Governance Wrap Up ... Read more

• The CSA's Review of Executive Compensation Disclosures has Begun ... Read more

• Canadian Securities Regulators Outline Requirements for Exempt Market Dealers ... Read more

• Canadian Securities Regulators Announce Results of Continuous Disclosure Reviews for Fiscal 2009 ... Read more

• Stress Testing Governance: The Impact of the Recession on Governance Practices ... Read more

• SEC Takes Unprecedented Action Under Section 304 of SOX ... Read more

• Responsibilities of Directors in Canada ... Read more

• Social Responsibility Trumps Recession ... Read more

• Canadian Public Sector Better Prepared Than Most for Challenges Ahead ... Read more

• Draft Investment Canada Act Regulations Published Providing More Details on Net Benefit Review Thresholds and National Security Review Process ... Read more

• IIROC Approves Rrule Rrespecting Obligations to Canadian Investor Protection Fund ... Read more

• IIROC Publishes Reminder Respecting Best Execution and Best Price Obligations ... Read more

• Second Registration Reform Webcast Now Available ... Read more

• U.S. Treasury Department Announces OTC Derivatives Legislation ... Read more

• SEC Publishes Alternative Uptick Rule Proposal ... Read more

• Registration Reform Webcast Available Online ... Read more

• Perspective on Proxy Voting ... Read more

• Say-on-pay Movement Takes Root ... Read more

• Executive Compensation: Striking a Balance ... Read more

• United States: SEC Proposals On Proxy Disclosure And Solicitation Enhancements ... Read more

• United States: SEC Proposes New Rules For Executive Compensation And Corporate Governance Disclosure ... Read more

• NFP Legislation and its Discontents ... Read more

• The M Word: A Board Member's Guide to Mergers ... Read more

• What to Do with Board Members Who Don't Do Anything ... Read more

• Downturn puts Pressure on Boards ... Read more

• Public Accountant Qualification Requirements of the New Canada Not-for-profit Corporations Act ... Read more
  

July 2009

• CSCS Conference Early Bird Registration extended till July 15, 2009 (Register now)

• Canadian Securities Regulators launch online fee guide ... Read more

• Canadian Regulators Provide Guidance on Transition to New Registration Regime ... Read more

• Canadian Securities Regulators Announce that TSX Inc. will act as an information processor for exchange traded securities ... Read more

• Proposed NI 31-103 Registration Requirements and Exemptions - Transition into the new registration regime ... Read more

• CCGG seeking comments on revised Corporate Governance Guidelines ... Read more

• CCGG releases Principles of Compensation ... Read more

• Registration Reform Timing Announced ... Read more

• What Boards Should Know About Senior-Level Executive Assessment ... Read more

• SEC proposes stricter corporate governance rules ... Read more

• Canada Revenue Agency Releases Policy on Fundraising ... Read more

• Six Things Every Board Member Should Know About the NEW 990 ... Read more

• Canada Not-For-Profit Corporations Act Receives Royal Assent ... Read more

• Selecting Optimal Non-Profit Board Members ... Read more

June 2009

• I Just Don't Know if I'm Coming or Going
• The Corporate Secretary as Strategy Facilitator - An Opportunity for Process Leadership
• Proposed New Corporate Governance Rules
• TSX Proposing a Controversial New Rule
• Corporate Governance Developments in the United States May Affect Canadian Companies 
• Corporate Governance Best Practices: A Blueprint for the Post-Enron Era
• CCGG Releases Engagement and Say on Pay Policy
• Sarbanes-Oxley and Non-profits: Bogeyman in the Boardroom?
• New Not-for-Profit Legislation
• Challenges and Opportunities for Ontario's Not-for-Profit Sector during To ugh Economic Times
  

May 2009

• REGISTRATION NOW OPEN
  CSCS 11th Annual Corporate Governance Conference
  Charting the Course and Managing the Risks
  August 23 - 26, 2009
  St. John's, Newfoundland and Labrador
  The Sheraton Hotel Newfoundland
  Register Now

• The "Go Between" Secretary - Facilitating the Ambiguous Succession from Iconic Founder to Professional CEO ... Read more

• Is the TSX leading Canada in a "Race to the Bottom? Read more

• OSC Reports on Activities before Standing Committee on Government Agencies  Read more

• Securities Commissions Announce Timing for Implementation of Registration Reform ... Read more

• Significant Amendments to Canada's Competition Act and Investment Canada Act Now in Force ... Read more

• Independent task force, sponsored by the ICD, responds to CSA proposed changes ... Read more

•  ... Read more

• 's Leading Private Companies Plans to Adopt International Financial Reporting Standards  ... Read more

• Read more

• Challenges and Opportunities in the Economic Crisis ... Read more

• Reporting Requirements of Charities & Non-Profit Organizations ... Read more 

• 20 Questions Directors of Not-for-profit Organizations Should Ask about Governance ... Read more    

• Grassroots Governance: Governance and the Non-Profit Sector... Read more

April 2009

• Best Practices for Corporate Secretaries’
  (posted April 27, 2009)
  (Click on Members-Only Section to view documents)

  A presentation by Sylvia Groves (CSCS Chair) and David Masse (CSCS Vice Chair and Assistant Corporate Secretary, CGI Group Inc.) at the CCCA conference in Montreal in April 2009. 
  

• CSCS comments to CSA proposed Governance Regime.  Read more
• Click here to view Proposed New Governance Rules

March 2009

• Toxic pay, toxic politics = trouble
  '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
  
  
• 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
  
  
• 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
  
  
• 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
  
  
• 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
  
  
• 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
  
  
• 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

February 2009

• CSCS 11th Annual Corporate Governance Update
  

  This year's conference program brings in the Spirit of Newfoundland with more local flare than ever. The 2009 agenda is streamlined with more program choice and more hard hitting topics. If you only attend one conference this year, this is the one. Click here for your SNEAK PEAK at the PRELIMINARY AGENDA.
  

  Stay tuned as we provide you with more information on tours, speakers and agenda updates.
  

  For the very first time CSCS has introduced a Companion Program. Business can be pleasure when your family, friends, partners and neighbours can join you in more local tour opportunities, pre- and post-conference. 

  If there was ever a place to lose, or find, yourself it would be in St. John's, Newfoundland & Labrador. St. John's is the most easterly point in North America. It's where ten thousand humpbacks pass by the shores every year, and where more than 35 million seabirds flock for your attention at some of the largest and most accessible seabird colonies.

  Did you know that there's enough coastline around Newfoundland & Labrador to stretch back and forth across North America four times over? That's over 29,000 kilometres!

  
  

   
• Highlights of CSCS's 2009-2011 Strategic Plan
  Your Board of Directors met last December to consider a strategic plan to take CSCS into the 2nd decade of the 21st century. CSCS's mission statement was revisited and revised to read as follows:

  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. 

  The mission statement will, as before, underpin the development of CSCS's strategy.
   
  CSCS's goals over the next three years are to:

  • Clearly articulate to members and other stakeholders and to fully leverage CSCS's unique and complex value proposition.
  • Increase CSCS membership representation across various industries and sectors.
  • Ensure a systematic and effective approach to growth through chapter development.
  • Execute a plan to dramatically improve the CSCS website, including the development of an on-line resource library to be CSCS's web portal to information resources intended to educate and inform members on corporate secretarial and governance matters including best practices and precedents.
  • Ensure continued circulation of a professional, effective, and consistent E-Newsletter.

  To ensure that CSCS is on-track to achieve their goals and practical vision over the next three years, five strategic imperatives have been identified for 2009.
  

  1    Understand, articulate and communicate member benefits.
  2.   Develop a conference segmentation strategy.
  3.   Improve the functionality and relevance of the existing website.
  4.   Enhance the existing E-Newsletter.
  5.   Develop a chapter development strategy.

• Turmoil in Executive and Director Compensation - Is there a silver lining?

  By Dirk Schlimm
   
  The financial crisis of 2008 continues to send its shockwaves through the global economy, financial markets and Board rooms...  Read more
  
  
• Form 51-102F6 - new executive compensation disclosure

  Macleod Dixon & Simple Logic 

  If you are a publicly traded company with a financial year that ends on or after December 31, 2008, you have to comply ... Read more
  
  
• CCGG Urges CSA to Act on Shareholder Democracy Issues

  Canadian Coalition for Good Governance

  The CCGG has sent a letter to the Canadian Securities Administrators urging them to take action on a series of shareholder ...  Read more
  
  
• New disclosure requirements for executive compensation: pay for performance 

  Canadian Securities Law Online 

  Effective for the 2009 proxy season, the Canadian Securities Administrators (CSA) have adopted new requirements for ... Read more
  
  
• Government of Canada Reintroduces Canada Not-for-Profit Corporations Act

  Canada News Center 

  
  The Honourable Diane Ablonczy, Minister of State (Small Business and Tourism), today reintroduced the Canada Not-for-Profit Act... Read more

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January 2009

 

• The Corporate Secretary's Role in Board and Director Evaluation
  By Dirk Schlimm 
  Conducting (and acting on) board and individual director evaluations have been identified among the top activities to improve overall board performance. Read more
  
• Board and Director Performance Evaluation
  All directors, management, and employees should be evaluated on an annual basis.  In this context, corporations should consider Read more 
  
• OSC  NI 54-101 Advisory Committee - Update  
  

  The OSC recently established a NI 54-101 Advisory Committee and Notice-and-Access Technical Working Group, which met for  ... Read more
  

   
• Request for Comment - Proposed Repeal and Replacement of NP 58-201 Corporate Governance Guidelines, NI 58-101 Disclosure of Corporate Governance Practices, and NI 52-110 Audit Committees and ... Read more  

   
• Canadian Securities Regulators Propose New Corporate Governance Rules

  (Torys LLP)  

  
  

  Canadian securities regulators are proposing an overhaul of the corporate governance regime for Canadian issuers ...  Read more
  
   
• Amendments to Canadian Corporate Governance and Audit Committee Regimes Proposed
  (Blake, Cassels & Graydon LLP) 
  

  
  The Canadian Securities Administrators (the CSA) have published for comment proposed revisions to the existing corporate ... Read more
  
  
• CCGG asking for comments of Draft Principles of Executive Compensation(Canadian Coalition for Good Governance) 

Executive compensation is a high priority for the CCGG. A special CCGG board committee has developed "Principles of Executive Compensation"  ... Read more
• Coalition pushes for changes to compensation
(The Globe and Mail) 

Canada's largest shareholder coalition is using the clout of its powerful membership to urge companies to build new executive compensation programs that are simpler and stretch payouts over ...
Read more

• Expert Panel on Securities Regulation Final Report and Recommendations
  
On January 12, 2009, the Expert Panel on Securities Regulation delivered its final report as well as a draft Securities Act, including a commentary, to the federal Minister of Finance and the provincial and territorial Ministers responsible for securities regulation.
Draft Report and recommendations
Draft Securities Act
Draft Securities Act Commentary

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November 2008

• 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  read more
  
  
• 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  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  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.  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 ... 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.  read more

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September 2008
 

• 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 Click read more

• 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  read more

• 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 ...  read more
  
• Canadian Regulators to Host XBRL Panel Discussion
  
  Toronto - On September 24, 2008, representatives from the Canadian Securities Administrators (CSA) will hold a free ... 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 ... 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 ... read more