ICSA Response to Proposed CSA Changes

From member and other governance practitioner feedback gathered at various centres around the country, Chartered Secretaries Canada has submitted the following documents in response to the Canadian Securities Administrators request for comments on proposed changes. Please click on the links below to view the submitted comments.

Insider Reporting and Exemptions NI 55-104
(Submitted March 18)

Governance-related materials NP 58-201, NI 58-101, NI 52-110, NI 52-110CP
(Submitted April 20)

Click here for the Executive Director's report and summary previously circulated to the membership.

Corporate Governance in the News

News stories are refreshed on a regular basis from our website home page in the Governance in the News section. A sample of what is currently posted:

• TSX Provides Guidance On Financial Hardship Exemption To Securityholder Approvals (Goodmans LLP- 07 May 2009)
  
• A Focus On Director's Indemnity Rights - The Bennett Decision (Goodmans LLP- 05 May 2009)
• Battles Will Continue In Active Year For Proxy Fights (Ogilvy Renault- 28 Apr 2009)
  
• Employee Severance Claim Compromised In The CCAA (Fraser Milner Casgrain LLP- 15 Apr 2009)
  
• Pension Plans And Liability In An Uncertain Economy: Are Directors And Officers At Risk? (McMillan LLP - 13 Apr 2009)
  
• BCE Inc. Decision: Lessons For Directors And Debentureholders (Cassels Brock & Blackwell LLP- 09 Apr 2009)
  
• TSX To Require Shareholder Approval For Dilutive Public Company Acquisitions (Torys LLP- 08 Apr 2009)
  
• Say On Pay Comes To Canada (Borden Ladner Gervais LLP- 19 Mar 2009)
  
• Latest Developments In Debtor In Possession Financing (Blake, Cassels & Graydon LLP- 09 Mar 2009)
  
• Managing Pension Risks In Corporate Transactions - Part 1 (Torys LLP- 02 Mar 2009)
  
• Directors' And Officers' Liability (Torys LLP- 23 Feb 2009)
  
• It's Not Over Until It´s Over: When Is the Deal Really Done? (Bennett Jones LLP- 18 Feb 2009)
  
• Duties Of Directors In Light Of ‘Going Green' Initiatives (Blake, Cassels & Graydon LLP- 05 Feb 2009)

Corporate Governance Quarterly (CGQ)

The Spring issue of the CGQ, mailed in March, is also available on the website along with an archive of past issues. The Summer issue, "Governance by the numbers" includes commentary on Wall Street's Corporate Governance Crisis, practical information on how to operate Audit Committees in our current volatile economy, how to prepare for the imminent changeover from Canadian GAAP to IFRS, and more. It will be mailed to members and subscribers in June.

These interactive 90 minute webinars take place in the comfort of your office. ICSA Members receive a 15% discount and if applicable, an additional early bird rate deduction. Please click on the name of the webinar for more information.

Our April 23 workshop was full to capacity. Register for the remaining Essentials workshops early for additional discounts and to avoid disappointment!

Oct 01, 2009: Essentials of Corporate Governance - Toronto

ICSA, as a forerunner in Corporate Governance issues, is offering this workshop to strengthen the knowledge of today’s corporate secretaries, in-house counsel, risk managers, internal auditors and others involved in the governance of their organizations. The registration fee includes a copy of Chartered Secretaries Canada’s Corporate Governance Study Guide.

Oct 19, 2009: Essentials of Corporate Financial Management - Toronto

This workshop takes a “finance for non-financial managers” approach. If you deal with finance professionals and need to know about financial management to do your job more effectively, this session is for you. Regular registration fee includes a copy of Chartered Secretaries Canada’s Corporate Financial Management Study Guide.

DEAP is a sharply focused program, delivering critical content in a condensed period of time. It is designed for busy people who want to get what they need in a timely fashion. Upon completion, successful participants will be awarded the Accredited Director designation (Acc.Dir.). Four modules are covered: Corporate Governance, Financial Disclosure and Reporting, Enterprise Risk Management and Strategy.

The DEAP program is (a) very comprehensive and compact program that meets the ever changing needs of today's directors. This program is valuable for both new and existing directors in that the material is presented in a very compact program, and covers all the key aspects of a director's role and responsibilities.

Nigel White, Director of Corporate Services & Treasurer
United Counties of Leeds & Grenville
Brockville, Ontario

Upcoming sessions include:
Calgary: September 23 - 25, 2009
Montréal: October 26 - 28, 2009

May 26th and 27th, Burnaby, B.C.
Visit our website for more information and to register: www.cmabc.com/2009_Conference.htm

Members Only Area From the ICSA website, the members only section is your gateway to renew your membership, receive membership discounts on events, publications, job postings, information and advice from other members. Click on the Members Only tab from any page on the website and save it in your favourites folder for easy access.

Canadian Corporate Secretaries Guide

Published in cooperation with ICSA Canada, this comprehensive two-volume reference manual is written in non-technical language as a practical resource to Corporate Secretaries.

Key topics include:

The Corporate Secretary: Duties and Responsibilities Incorporation and Organization Corporate Finance Corporate Governance

Financial Disclosure Stock Exchange Listing Requirements Corporate Reorganizations Meetings Extra-Provincial Business

The Guide includes the full texts of the Canada Business Corporations Act, the Bankruptcy and Insolvency Act, the Ontario Business Corporations Act, and Securities Act, as well as selected regulations, finding lists and a topical index. Subscriptions include bi-monthly updates and Corporate Brief, a monthly newsletter which if purchased on its own is $279.00.

Members receive 30% discount. The 2009 subscription rates are:

The annual subscription period runs from July 1st to June 30th. Please visit our online bookstore to order. If you are currently subscribing to this publication at the member price, you will receive a renewal letter from CCH directly.

Career Centre
Please see our website in the Members Only section for a full listing.

Please visit our website regularly for new postings.

Employers, please click here for details on how to post to the career listings page

Branch News
For local events and updates, click the links to check the websites of Chartered Secretaries Canada's 5 branches.

Chartered Secretaries Canada, a federally incorporated not-for-profit organization and leading voice for governance professionals in Canada, is the Canadian Division of the Institute of Chartered Secretaries and Administrators (ICSA), an international network of more than 45,000 corporate secretaries and governance professionals. We offer the only international governance and corporate secretarial designations, ACIS and FCIS.

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