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President's Message

The CSCS held its Annual Conference and Awards last week in Montreal and without a doubt in everyone's mind, this was our most successful and well-attended event yet. With a total of 393 including  50 speakers, a best in class show of sponsors and exhibitors, great discussions, hot topics and fun social events featuring traditional Quebec folklore dancing and lumberjack demonstrations... there was definitely a great buzz in the air over the 2 ½ days of the event.

To start things off, the opening reception followed by the awards dinner was an elegant evening of celebration for the 2015 Excellence in Governance Award winners, featuring a keynote address by Jean Charest, who was eloquent, entertaining and a huge hit. For more information on the winners, I invite you to scroll below and to have a look at the evening video montage. You can also read the full  2015 EG Awards Judges' Report here.

The conference covered many topics including major trends in governance, risk, diversity, ethics, shareholder engagement, whistle blowing,  cyber security, subsidiary governance and oversight, governance committees,  board composition, CEO succession planning, the evolving role of the corporate secretary and more. The event's highlight however, was by far the luncheon keynote discussion with Andrew Fastow, Former Chief Financial Officer of Enron Corp, who dubs himself the 'Chief Loophole Officer' for his time spent at Enron.

CSCS invited Mr. Fastow after much thought and careful deliberation, as his role i

We are very pleased that Mr. Fastow was so well received and we have already secured his participation in next year's conference, in order to build on the lessons and insights he shared at this event.n the Enron debacle sheds uncompromising and unprecedented light on what it takes for a massive governance failure to happen. Indeed, his presentation provided unique and educational insights into the practices of a company as it moved into the murky gray zone between compliance and breach, and on to the dire consequences of one of the largest corporate failures in recent memory. There were many takeaways from his presentation and I would invite you to read the Globe and Mail article on his presentation here.

CSCS continues to work with its members to have its finger on the pulse of evolving issues and there is no better place to gather than its annual conference. If you haven't attended a CSCS conference yet, we invite you to be a part of this growing community and education opportunity that is unlike any other in Canada.

MARK YOUR CALENDAR for next year's conference which will take place in
Whistler BC from August 21st to 24th,  2016!

In closing, I would like to extend a note of thanks to the CSCS Conference Committee: Madeleine Bertrand, David Masse, Alain Dussault, Denise Wanner and Tommy Tremblay, whose valuable insights and guidance on the program were greatly appreciated and contributed to the success of the conference.

Last but not least, a very big note of appreciation to the CSCS staff: Tina Hutchinson, Pamela Smith, Olga Kasjanova, Mikila Haldane and our conference helper Alicia Dilollo(below), who worked extremely diligently to make all of the elements that make this conference  seamless look so effortless. A very special thank you also to Senait Ghebru (Financial Controller) and Seare Araya (IT Manager) whose behind the scene contributions were equally as significant.


Lynn Beauregard
President 

EG Awards Update

The Canadian Society of Corporate Secretaries ("CSCS") handed out the third annual Excellence in Governance Awards/Prix d'excellence en gouvernance at the opening gala of the CSCS' 17th Annual Corporate Governance Conference held at the Queen Elizabeth Hotel in Montréal, Québec, on August 16, 2015.

The following winners were selected in these categories:

  • Best sustainability, ethics and environmental governance program:
    • Large-cap winner: Cameco Corporation
    • Mid-cap winner: Tahoe Resources
    • Honorable mention: Greater Toronto Airports Authority
  • Best use of technology in governance, risk and compliance - Royal Bank of Canada
  • Best approach to board and committee support:
    • Winner: First West Credit Union
    • Honorable Mention: University of Calgary
  • Best stakeholder engagement by a governance team - Canadian Blood Services
  • Best practices to enhance boardroom diversity:
    • Winner: HSBC Bank Canada
    • Honorable Mention: Greater Toronto Airports Authority
  • Best practices in strategic planning, oversight and value creation by the board - ATB Financial
  • Best overall corporate governance - Royal Bank of Canada
  • CSCS Joyce Borden-Reed distinguished contribution award - Glenn G. Keeling
  • CSCS Peter Dey governance achievement award - David R. Beatty, Conway Chair, Clarkson Centre for Board Effectiveness, Rotman School of Management.

 
Best approach to board and committee support - Jackie Baron, Gigi Dawe, Susan Belcher
 
Best sustainability, ethics and environmental governance program - Selma Lussenburg, Marty Tully, Sean Quinn
 
Best practices to enhance boardroom diversity - Selma Lussenburg, Carrie Mandel, Brigitte Catellier
 
Best practices in strategic planning, oversight and value creation by the board - Stuart McKellar, Lynn Stoudt
 
Best use of technology in governance, risk and compliance - Gina Zapras, David Bogoslaw
 
CSCS Joyce Borden-Reed distinguished contribution award - David Masse, Glenn Keeling
 
Best overall corporate governance - Jeffry Powell, Karen McCarthy
 
Best stakeholder engagement by a governance team - Christopher Chen, Ian Mumford
 
Lynn Beauregard, Jean Charest, David Masse
 
CSCS Peter Dey governance achievement award - Jayden Ashbee, David Beatty, Peter Dey

Left to right: top row - Gina Zapras, Selma Lussenburg, Brigitte Catellier, Stephanie Kelly,
Middle row - Karen McCarthy, Jackie Baron, Sean Quinn, Glenn Keeling,
Bottom row - David Beatty, Susan Belcher, Stuart McKellar


A huge congratulations to our 2015 winners!

We invite you to have a look at the Awards night video montage below:

The other exciting announcement is that the 2016 EG Awards ceremony will take place in the fall of 2016 in Toronto as a separate event. Be sure to check your CSCS emails to find out more about next year's event and how to enter and nominate your organization.


Conference Update

Thank you!

Just a couple of weeks ago, CSCS welcomed a total of 393 participants to their Annual Corporate Governance Conference in Montreal, QC: 318 conference attendees; 23 companions; 31 award evening attendees; 14 media representatives and 7 staff. This is comparable to last year in Banff, AB where we had a total of 372.

The CSCS staff and board want to thank all of our attendees for their participation and feedback - it is greatly appreciated! We really do consider all of your comments, suggestions and ideas to continue to enhance, not only the conference programming, but all of the CSCS initiatives. So THANK YOU!

Our success is clearly your success. The more we continue to grow, the more programming and networking opportunities we can build together and the better become a stronger organization for governance professionals. And with that, we want to hear from our members! What can we add, remove, enhance or adapt for our programming so that we can create the best conference program and experience for you next year. Please send any comments, ideas, suggestions, etc. to conference@cscs.org.

Also, to every contributor - sponsor, partner, director and speaker - each of you keep stepping up to the plate and committing to making this conference a success. For this, a big round of applause and a great big THANK YOU!

To our loyal sponsors: THANK YOU! We know there are budget challenges and choices when selecting your partner organizations. Thank you for choosing to commit to CSCS and for the relationships that we continue to cultivate. We look forward to working with you again soon.

We look forward to next year's event and what it has in store. Yes, we are already deep in the planning of activities - especially the fun night! 

Hope to see you all in Whistler in August 2016!

Tina Hutchinson 
Director, Conference & Sponsorship

Membership News

Canadian Society of Corporate Secretaries Announces New Directors of the Board 

The Canadian Society of Corporate Secretaries (CSCS) is pleased to announce that five new directors were elected to its board at its annual meeting on August 17th,. The addition of these new members rounds out the organization's skills set, expertise, sector and national representation. New directors include:

  • Carmel Bellamy, Associate Secretary and Sr. Director, Corporate Governance & Co-operative Relations, The Co-operators Group Limited, Guelph ON
  • Brigitte Catellier, Corporate Secretary and Head of Governance, HSBC Bank Canada, Vancouver BC
  • Alain Dussault, Lawyer, CN Rail, Montreal QC
  • Glenn Keeling, Cobourg ON
  • Sally Maziarz, Assistant Corporate Secretary, EPCOR Utilities Inc., Edmonton AB

Chairman of the Board, David Masse notes, "I am very pleased to welcome Alain, Brigitte, Carmel, Glen, Heather and Sally to our board. They each bring a tremendous wealth of experience to the organization. The benefit from their combined expertise will help us continue supporting CSCS' ongoing growth and innovation." As the organization continues with the implementation of its Strategic Plan, the new directors compliment the strong suite of directors currently servicing the board.

Masse also expressed CSCS's gratitude to two retiring directors, Ms. Laurel Savoy, who has served on the board since 2002 and Ms. Leah Fitzgerald, who joined the board in 2010. Their valued contributions to the organization have been greatly appreciated. 

As the organization continues with the implementation of its Strategic Plan, the new directors compliment the strong suite of directors currently servicing the board. Continuing board members, re-elected at the Annual Meeting, include:

  • Mary Batoff, General Counsel and Corporate Secretary, Torex Gold Resources Inc., Toronto ON
  • Madeleine Bertrand, Director, Corporate Affairs & ATIP Coordinator, Royal Canadian Mint, Ottawa ON
  • Misti Christensen Manager, Governance and Assistant Secretary, Nexen Energy ULC, Calgary AB
  • Meg Comiskey, Manager, Policy and Research and Assistant Corporate Secretary, Vancouver Airport Authority, Richmond BC
  • David Masse, Beaconsfield QC
  • Janis McKenzie, Toronto ON

Board member bios are available on the CSCS website at http://www.cscs.org.

Pamela Smith
Director, Membership and Administration

Joyce Borden-Reed Distinguished Contribution Award 

The Board of Directors of CSCS is pleased to announce that Glenn Keeling has been chosen as the 3rd recipient of the Joyce Borden-Reed Distinguished Contribution Award. Glenn was honoured at CSCS' 17th Annual Corporate Governance Conference in Montreal, QC.

The Joyce Borden-Reed is given by CSCS to recognize individuals who have made significant contributions to CSCS over a period of years. Named after one of the founding board members of CSCS, it aims to identify those who have directly advanced the interests of CSCS and furthered the organization's place in the Canadian governance community.

Over the course of his career, Glenn has developed significant expertise in the shareholder engagement and corporate governance arenas. He has broad expertise and a network of contacts and associates in the legal, investment banking and Issuer communities in Canada and the U.S., and has emerged as an authority in Canada for issues involving strategic solicitation or corporate governance advisory issues.

Glenn has been a very strong supporter and active member of CSCS for over a decade and he has contributed to the Society by being an ongoing advocate and active contributor for the organization. Glenn's long-time involvement as an active CSCS member continues as he was just elected to the CSCS Board of Directors and will serve as a member of the new Sponsorship Engagement Committee.

CSCS Donation to Breakfast Club of Canada - Quebec Region

Lisa Clowery, National Corporate Relations Director, represented Breakfast Clubs Canada - Quebec Region at the 2015 CSCS Corporate Governance Conference on Wednesday, August 19th when she accepted a donation of $3,000 from CSCS President Lynn Beauregard. 

The organization welcomed CSCS' support of their 278 school clubs, in Quebec where breakfast is served daily to 16,722 children. That added up to 2,348,050 breakfasts served last year. 

In lieu of speaker gifts and believing that a donation to CSCS' Charity of Choice is an effective way to acknowledge conference speakers, funds were directed to Breakfast Club of Canada - Quebec Region. Donations for professional headshots by Monique de St. Croix of Unique Perspectives added to the total donated. 

The Canadian Society of Corporate Secretaries is proud that it is having a significant impact on children, teachers and ultimately, on society, which benefits from productive, engaged young people. And it all starts with a nutritious breakfast. To learn more about the Club or to get involved, visit their website at www.breakfastclubcanada.org.  To see what they are all about, here is a video that shows firsthand the impact the organization has in communities across Canada. 

News and Updates

SEC proposes expanding the corporate "clawback" rules

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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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TSX Provides Guidance to Issuers with Significant Connections to Emerging Market Jurisdictions

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We need to better regulate Canadian companies abroad

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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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Integrity? The buck stops at the board

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

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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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