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President's MessageClose 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 :
See more details on the conference below and I hope we will see you in the beautiful city of Montreal in August! Lynn Beauregard Conference UpdateGovernance, Risk and Ethics: A New Age of AccountabilityWe 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. |
SEC proposes expanding the corporate "clawback" rules |
Stikeman Elliott LLP 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. . |
How some companies are trying to get more ROI from CSR |
The Globe and Mail Inc. 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. |
Shareholder activism on the rise |
Norton Rose Fulbright LLP 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. |
TSX Provides Guidance to Issuers with Significant Connections to Emerging Market Jurisdictions |
McCarthy Tétrault LLP Earlier this week the Toronto Stock Exchange (the "TSX") published Staff Notice 2015-0001 (the "notice"), providing guidance to applicants and issuers with significant connections to emerging market jurisdictions ("Emerging Market Issuers") in an attempt to improve transparency in respect of the TSX practices and procedures with a view to facilitating the listing process and supporting successful listings on the TSX. A corporate finance bulletin outlining the same guidance principals with respect to listings on the TSX Venture Exchange was concurrently released. |
Hedge fund activism: The importance of preparation |
Norton Rose Fulbright LLP 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. |
We need to better regulate Canadian companies abroad |
The Globe and Mail Inc. 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. |
Thinking about going public in Canada? |
Grant Thornton LLP 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. |
CRA letter on required retention period of books and records |
Blumberg Segal LLP 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. |
Integrity? The buck stops at the board |
Listed Magazine 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 |
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. |
The Canada Not-for-Profit Corporations Act and Quebec Trust Law: A New Opportunity for Quebec Donors |
Miller Thomson LLP 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. |
A members' rights case under the CNCA - when can a board deny a requisition? |
Borden Ladner Gervais LLP 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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