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President's Message

Close to 300 registered for the CSCS annual conference (August 16-19, 2015 Montreal QC) already and still counting!

We are now less than a month away from the corporate governance event of the year. Don't miss out and register today!

A big thank you to David Bogoslaw and our friends at Corporate Secretary Magazine for the shout out below :

Dear readers,

The Canadian Society of Corporate Secretaries (CSCS) has been trying to draw much more attention, through its educational programs, to the expanded importance and complexity of the corporate secretary's role in Canadian organizations over the past 20 years. This will be the focus of a plenary session, titled 'The chief governance officer: the new role of the corporate secretary', at the CSCS annual conference to be held in Montreal on August 16-19.

The idea that the corporate secretary should be viewed as the organization's chief governance officer isn't new, says CSCS president Lynn Beauregard. With the advent of such changes over the last 20 years as 'heavier regulation, compliance, the focus on accountability, transparency and tone at the top, there's been so much more landing on the shoulders of the corporate secretary. Really, at the end of the day, that role is the role of the person steering the governance processes in the organization.'

What probably has not kept pace with the new reality is the level of recognition that should come with this greatly expanded role, she adds. 'They are traffic controller, negotiator, the one who's essentially responsible to some degree and accountable for defining best governance practices for management and for executing them, or at least ensuring there's continuity' in practices, she says.

Beauregard acknowledges that in Canada the corporate secretary position is often a hybrid role, with so many different iterations that it may be difficult to claim that everyone who holds the title deserves to be regarded as his or her company's chief governance officer. Still, among those who are being entrusted with much more responsibility, 'many of our members struggle with getting that recognition and appreciation from not only their board but also their C-suite,' she says. 'Many have a very senior title and senior role in the organization, but not all of them. Certainly, some of them still struggle with the image that the corporate secretary is an administrative board secretary, when it's much more than that.'

Lesley Ross, corporate secretary at Tarion Warranty Corp, is one CSCS member who looks forward to the annual conference each year. '[There are] great workshops and plenary sessions lined up that will help me be a key contributor to enhance the overall effectiveness of my board,' she says in an email.

One way CSCS ensures its members receive the recognition they deserve is through the Excellence in Governance Awards it bestows at a gala dinner on the opening night of the conference. The awards honor things such as best approach to board and committee support, best practices in strategic planning, oversight & value creation, and best practices to enhance boardroom diversity - all issues that will be discussed by conference panels this year.

CSCS also knows how to throw a festive closing night party that celebrates local culture and enables its members to let loose and develop deeper bonds with each other.

David Bogoslaw
Editor, Corporate Secretary

See more details on the conference below and I hope we will see you in the beautiful city of Montreal in August!

Lynn Beauregard
President 

Conference Update

Governance, Risk and Ethics: A New Age of Accountability
August 16 - 19, 2015 | Montreal, QC | Fairmont Queen Elizabeth

We have a great lineup of sessions and speakers this year! Our featured keynote speakers (Jean Charest, Yvan Allaire, David Beatty, Peter Dey, Stéphane Rousseau and Andrew Fastow) add an element of prestige to our event and we are very fortunate to share their knowledge, insight and expertise with our members and conference attendees. Add in our workshops and concurrent sessions and the conference programming for 2015 is truly top-notch. Check out the updated program details here.

But it's not all work! In typical CSCS conference fashion, there are a few fun activities lined up, including our Tuesday Casual (Fun) Evening. This year's Tuesday evening theme will be "Traditional Folk Quebec." We'll be incorporating a few elements of the past - fir trees and plaid, sugar shack sweets and a demonstration that will call upon everyone's strength, traditional folk music to get you up and dancing (instructions included!) and we'll close the night with a DJ to keep the party going.

If you are registered, watch for the "Pack Your Bags" email in the next couple of weeks, which will include updated schedule information, dress code and other key conference details closer to your Montreal departure. 

If you have yet to register (or know someone who has not), it's not too late! Registration is still open and you can start the process right here and now.

For questions about the conference programming or any of the details, please contact conference@cscs.org.

We look forward to seeing you in Montreal soon! 

CPD HOURS AND CLE CREDITS AT CONFERENCE

The 2015 annual conference program offers a total of 44 hours of CPD. Registrants may be eligible to complete up to 14 CPD hours.

Certain sessions at the conference will also offer attorneys an opportunity to obtain Continuing Legal Education (CLE) credits as required by their provincial law society. Be advised that CLE approval notices are not always received prior to the conference. Detailed information will be available on-site.

Important Notice for Members of the Barreau du Québec: Attendees must sign in for CLE credit on-site for each session they attend - at the time of the session - since each program will be reviewed and approved individually. Also, verification of all sessions attended over the course of the conference, must be recorded at the CLE desk.

Sessions at the conference may be eligible for ICSA, CPA, paralegal or other credits. Please check with your individual jurisdiction. 

Attendees registered for CPD or CLE hours for the conference will receive a certificate of attendance following the conference. Certificates of attendance may also be requested via email after the event.

While on-site, please direct any questions relating to CPD hours or CLE credits to Pamela Smith or email her at: pamela.smith@cscs.org.

Join CSCS today and save $260 in your conference registration and membership combined!

Become a CSCS member today and save immediately on your conference registration.

The member conference registration ($1,265) price PLUS a CSCS membership ($495) is more cost effective than the conference non-member registration alone ($2,020) - a savings of $260!

For more information and how to join CSCS, click here: www.cscs.org/join

I look forward to seeing you in Montreal, August 16-19!

Check out the complete Annual Sponsorship and Partnership Package here.

News and Updates

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On July 1, 2015, following a 3-2 vote, the U.S. Securities and Exchange Commission (SEC) announced proposed rules that would implement the incentive-based compensation recovery (clawback) provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act. With this announcement, the SEC has completed its task of producing proposals on all executive compensation rules required by Dodd-Frank. .

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How some companies are trying to get more ROI from CSR

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Attitudes among business leaders about the relationship between business and social change are shifting. On the one hand, executives understand that their businesses have an important role to play in solving social problems. On the other hand, the value of corporate social responsibility isn't clear and many believe a new approach that delivers more return on investment is needed.

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Shareholder activism on the rise

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According to recent studies, the rate of successful shareholder activism is on the rise. While historically high when compared to the relative ownership percentage of those campaigning, new data from North America and Europe demonstrates a climbing success rate for activist campaigns.

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Hedge fund activism: The importance of preparation

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Boy Scouts know it and today's boards and executive officers know it too: be prepared. In a recent article by Martin Lipton, Mr. Lipton makes it clear that advance preparation may be the key to successfully dealing with an attack from an activist hedge fund.

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We need to better regulate Canadian companies abroad

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The United Nations called Canada to account Thursday for its failure to monitor the human-rights conduct of Canadian oil, gas and mining companies operating overseas, and for its refusal to enable access to justice for foreign victims of corporate-related abuses. Canada is host to 75 per cent of the world's largest exploration and mining companies, as well as more than 100 medium- to large-sized oil and gas companies, many of which operate in developing countries. Major and minor players in Canada's extractive industry have been the subject of serious allegations of complicity in grave human rights abuses.

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Thinking about going public in Canada?
There are a few things you should consider first. 

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Becoming a public company is a major step for any business. It takes time, people and resources-both internal and external-to effectively execute the IPO process.

Read our latest guide to help you prepare for and execute your company's IPO.

Please don't hesitate to contact your Grant Thornton advisor if you have further questions related to this article. We're here to help.

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CRA letter on required retention period of books and records

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CRA recently released a letter discussing the required retention period, according to the Income Tax Act (Canada) for the books and records of a corporation (non-profits and registered charities), including the required retention period for a corporation that has dissolved.

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Integrity? The buck stops at the board

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Companies are quick to blame "rogue employees" when they experience an ethical failure within. But employees merely reflect a company's true and actual culture, internal controls and practices-all of which point right back to the board

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Evolving corporate reporting landscape: Integrated reporting, sustainability reporting and ESG reporting

CPA Canada

With growing demands from investors and other stakeholders for more information and transparency from companies, the corporate reporting landscape is changing. There is a push for more voluntary reporting by companies on their priorities, plans and performance related to sustainability (environmental, social, economic) and their value creation over time.

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The Canada Not-for-Profit Corporations Act and Quebec Trust Law: A New Opportunity for Quebec Donors

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It has been increasingly recognised by commentators that the next generation of philanthropists have a different approach to giving than did past generations.[1] Donors today have increased expectations on the use of their donations and an increased desire to participate in how their funds are spent. Charities are responding to this change in donors' behaviour by permitting donors to restrict the use of their funds or to participate in the decision making process as to how funds are spent. Charities also know that involved donors typically give more than uninvolved donors.

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A members' rights case under the CNCA - when can a board deny a requisition?

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In an application brought by members of Taekwondo Canada, the judge ordered the corporation to call a meeting to consider various issues raised by the parties. A group of members had requisitioned a meeting pursuant to section 167(1) of the Canada Not for Profit Corporations Act ("CNCA"). The Corporation had decided not to call the meeting and also not to provide access to the member list, basing their decision, at least in part, on the history between the parties and relying on those parts of sections 166 and 167 of the CNCA that enable directors to decline to act upon a member requisition where it clearly appears that the primary purpose of the request is to advance a personal claim or grievance. On the facts, the judge stated:

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