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Member Info

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Member Info

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1

Large Public Traded Company

I am aware of issuers that had director retirement policies and unless the company has some special feature in its charter, there should be no legal impediment to adopting a director retirement age. Since directorships are not employment contracts, employment rules don’t apply. Our Corporate Governance Committee considered and rejected the adoption of a director retirement policy. This is what we say in our Management Proxy Circular on that subject:
Retirement Age and Director Term Limits
The Board of Directors has endorsed the Corporate Governance Committee’s recommendation not to adopt a formal retirement age or term limits for directors.
Our company’s success is due in large measure to our experience and expertise in our vertical markets. The selection criteria for our Board of Directors which are explained above under the heading Expertise and financial and operational literacy recognize this and are designed to ensure that we have subject matter experts on our Board of Directors who are best placed to provide intelligence, experience, expertise and business and operational insight into each of our industry vertical markets. Qualified directors who meet our selection criteria are in very short supply, particularly because conflicting commitments naturally eliminate many individuals who would otherwise be excellent candidates for service on our Board.
Imposing a term limit or an arbitrary retirement age would unnecessarily expose the Company to losing valuable resources that, given our constraints, we would have great difficulty replacing. The Corporate Governance Committee and the Board of Directors are therefore of the view that a mandatory retirement age or term limits might arbitrarily and needlessly deprive the Board of Directors of valuable resources.
As with the other aspects of our corporate governance practices, director term limits and the Board of Directors retirement policy are reviewed annually. When the time comes to discuss term limits or a retirement age, the directors who would be affected in the event that such limits were adopted, withdraw from the meeting and abstain from voting with respect to those policies.

2

Large Public Traded Company

WE HAVE A MANDATORY RETIREMENT AGE THAT A DIRECTOR CANNOT BE NOMINATED IF AT THE TIME OF THE ANNUAL MEETING HE WILL BE 75 YEARS. WE HAVE NOT HAD THIS RESEARCHED AS TO WHETHER IT IS LEGAL.

3.

medium foreign private issuer

Our Corporate Governance Guidelines state that directors who have reached the age of 75 years will not be put forth for election.

4.

Small Private Company

I have never heard of this before and I really do not know if it is legal. Sounds more like someone is being pushed out.

5.

Large publicly traded issuer

Our company's board has a retirement policy that a director should tender a resignation effective as of the shareholders' meeting next following a director's 72nd birthday. The Board and its Corporate Governance and Nominating Committee are in the process of considering the removal of the age requirement and reliance on our annual performance reviews.

6.

Large publicly company

In the past our company did have mandatory retirement for Directors at age 70.

7.

medium Canadian regulated fraternal benefit society

With the demise of mandatory retirement in Ontario, I don't think an age limit can or should be used. Our organization uses term limits. Our directors are limited to two 4 year terms.

8.

Large Public Traded Company

While such policies used to be commonplace, many companies are now moving away from them in favour of a specific tenure limit, such as ten or fifteen years. There is no right or wrong answer and no specific "best practice" except that, when deciding what is right for your company, give consideration to the average age and tenure of your directors, the ease with which your company will be able to obtain new directors, and the complexity of your particular industry/business (in order to ascertain how long it would be before a new director could contribute fully and how much would be lost by implementing an arbitrary age limit).

9.

Large publicly traded issuer

Our board of directors adopted a retirement policy for directors in 2007 and approved a corresponding amendment to its Corporate Governance Guidelines. The retirement policy mandates that a director will not stand for re-election as a director after reaching the age of 75.

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Small Public Company

Normally we do not attach anything to the minutes, but we do incorporate by reference all materials presented to the board and maintain those records as board briefs separate from the minute books

2

Medium Public Traded Company

I attach only resolutions but refer to board materials prepared/distributed in advance of board meetings when they form the basis of a resolution. I am also careful to note in minutes when such materials are distributed at a meeting in case any issue arises later in respect of how much time the Board was given to review and consider the materials.

3.

Medium Public Traded Company

None

4.

Medium Crown Corp

We do not attachŽ anything to the minutes; all documents are referenced in the minutes as an Advice Package # and kept in separate binder.

5.

Medium Crown Corporation

Other than the Banking Resolutions, we normally do not attach any documents to the minutes as the original minutes are signed and placed in the Minute Books. Attachments would making for very bulky books. Instead, we make reference in the minutes or resolutions “as filed in the records of the meeting” and maintain copies of all materials submitted to the Board as the official corporate records.

6.

Large publicly Traded company

We don’t attach any documents to minutes. Instead, for each meeting, we have the following records:
Minutes; and
A Record Book
The Record Book contains
A certificate signed by the corporate secretary attesting that the Record Book contains all the materials related to the meeting in question, including,
the notice of meeting,
a copy of all materials sent to the directors along with the notice of meeting,
a copy of all materials that were provided to the directors at the meeting. If the same materials were provided to directors at the meeting, the Record Book contains the materials twice,
a copy of all materials requested at the meeting or undertaken at the meeting to be sent to directors subsequently.

In the minutes, where you would normally be tempted to attach a copy of a document that is relevant to a discussion or resolution, you would simply refer to the document as forming part of the Record Book, as follows:
“Mr. Smith, President and Chief Executive Officer of the Company, presented to the directors a draft Credit Facility Agreement proposed to be entered into between the Company and The National Reciprocal Savings Bank of Canada, a copy of which is filed with the records of the meeting. Following a discussion, the following resolution was adopted.
On motion duly made and seconded, it was unanimously resolved:
1. THAT the Company be and it is hereby authorized to enter into a Credit Facility Agreement with The National Reciprocal Savings Bank of Canada, the whole substantially in accordance with the draft Credit Facility Agreement that is filed with the records of the meeting, with such changes thereto as the President and Chief Executive Officer of the Company may in his discretion approve, his approval thereof…”
The reasons for having a Record Book are:

1. Avoids junking up the minute book with attachments that makes referring to the minute book and actually finding what you are looking for very painful;
2. Avoids inconsistent record keeping by saving some documents as attachments and not others
3. Ensures that you always have a record of exactly what was produced at meetings and makes it possible to attest, the need arise, that the records of the Board of Directors are no more, and no less, than the Minute Book and related Record Books
4. Ensures that you have the most accurate documentary record possible to support the directors’ due diligence.

7.

Large Public Traded Company

We rarely attach documents to our minutes however, the Corporate Secretary's office does keep copies of the written presentations made to the Board and its Committees. We prefer not to have the detail of the presentations available through our minute book. We keep the presentations as corporate records which are available to management and Board members. We recognize that those records could be subject to litigation disclosure.

8.

Small Not for Profit

We attach all items that were sent to the board/committee in advance or handed out to the board at the meeting.

9.

Medium Not for Profit

Update, I have just retired as the corporate secretary after 18 years but am working in another capacity part-time. In my time I always attached documents to the minutes that were reference in the Minutes and were final, ie: quarterly financial statements; Items of Interest;, Presidents Report, Reports that had come to the Board for final approval (not interim); significant correspondence; Terms of Ref. for committees; committee reports that were comprehensive otherwise I would summarize within the Minutes. Trust this helps.

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1

Medium Public Traded Company

We used Boardvantage for 3 years. The features of the product that most impressed me was the ease of use, document security and customer service. We ended up cancelling the service as we did not have complete buy in from all of the board of directors and we found that we ended up duplicating efforts. There is quite a bit of work to uploading and maintaining the database (not hard, but time consuming), and we found that out of our 10 directors, only 4 were really interested in using this as a tool. All the others had concerns about having to remember "yet another password" or... "can you just email or send me the information - it's just easier for me".

2

Medium Privately Held

Our company is in this business -- so I am not an unbiased observer. In the spirit of full-disclosure, I am also one of our company's owners. Our tool, DataSite, was originally designed to facilitate due diligence (typically in sell-side transactions). We facilitated 4,200 projects with it last year alone. The 4,200 projects we handled last year, and the 3,000+ that we handled the year before do serve to indicate that we are very experienced in what we do. We dominate the space and are expert at it. We are not only SAS 70 compliant, but we are also ISO 27001 certified. We are also scalable, which means we can handle the needs of the "big guys," but we have plenty of smaller clients, too. We're also open for business 24/7/365 (not with people sleeping with pagers or blackberrys, but by actual 2nd and 3rd shifts). We also don't outsource -- our people, our servers, etc. -- it's all Merrill/DataSite. You don't want your info hosted on leased server space. The speed, search, security and reporting features of DataSite are unparalleled and each of these are vitally important in due diligence facilitation. Because DataSite's use is so widely adopted, we're finding customers are using it in interest ways -- many of them in the last three years have begun using it not only for M&A work, but also for the distribution of Board of Directors materials, and simply as a smart-secure and searchable "electronic file cabinet." It also has a language translation component integrated within it (also ISO certified and 100% owned by us). Please do call or email if you have an interest in a chat and/or a demo..... henry.gregory@merrillcorp.com and 604.682.8594 (team)

3.

Large Public

Computershare has BoardWorks, our own tool –

Traded Company

www.cgsboardworks.com Also used at a number of Canadian and US companies, such as ING, Fortis, US Steel, AMRI, TrueValue and others..

4.

Large Public Traded Company

What product are you using?
THOMSON'S BOARDLINK

What are the best features of the product? (That is, what features save you time and effort?)
CALENDAR, SECURE EMAIL, INPUTTING BOARD/COMMITTEE MEETING MATERIAL AND ARCHIVING OF BOARD/COMMITTEE DOCUMENTS

What feature(s) do you wish it had that it doesn't?
N/A

What took the most effort to implement the system?
INPUTTING OUR BOARD CALENDARS UP TO 2010 AND BOARD MANUAL!

5.

Large Public Traded Company

What product are you using?
BOARDVANTAGE

What are the best features of the product? (That is, what features save you time and effort?)
SAVES TIME, PAPER, THE ACCESSIBILITY OF INFORMATION WORLDWIDE, THE SECURITY OF THE SYSTEM

What feature(s) do you wish it had that it doesn't?
CAN'T THINK OF ONE

What took the most effort to implement the system?"
THE INITIAL SET UP BY THE ASSISTANT CORPORATE SECRETARY

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1

Medium Foreign Private Issuer

We accept them right up until the meeting starts.

2

Public Traded Company

E.

3.

Small Not for Profit

Any Proxy/Ballot received after the cut-off time cannot be used or voted at the AGM.

4.

Large Public Traded Company

E – Always Reject

5.

Large Public Company

This is something that has troubled me for a number of years. I have received advice from our transfer agent and proxy solicitor that the chair has the authority to wave the proxy cut-off time. However, I could not find anything in the CBCA or our by-laws that permitted this.
I asked our outside counsel about the practice of waving the cut-off time and they looked for precedents. Counsel came back citing a case in the Yukon (April 2007) in which the court considered the provisions of the Yukon Corporations Act (same as the CBCA) and ruled that after a proxy voting cut-off time has been set it may not be waived.

6.

Transfer Agent

E. Always reject them (with approval of the Chair, if required) - A public notice (i.e. press release) should be issued 10 days prior to the meeting in order to treat all shareholders fairly.

7.

Large Public Traded Company

E. Always reject them (with approval of the Chair, if required)

8.

Large Public Traded Company

the "cut off time" is communicated to all shareholders in the management information circular (or proxy circular). Generally, all proxies must be submitted by that date. An exception is registered shareholders who vote at the meeting. Otherwise, shareholders who vote by submitting their proxies by mail, fax, phone, or other electronic means

are advised of the cut off date for those proxies. I have not in the past accepted votes that are submitted after the cut off date unless they are voted in person at the meeting. I don't think there is any point of communicating a cut off date if the Chair / Secretary are not prepared to stick to that date and accept proxies that are submitted late. So I would think that the alternative E above (always reject them) is the best approach.

9

Large Public Traded Company

Response is “A”. We don’t have a cut-off for voting. As a practical matter the transfer agent’s e-voting system does have a cut-off, but we have a policy of accepting votes, voting instructions and proxies right up to meeting time. In practice, this has never been an issue to my knowledge. I don’t recall anyone actually showing up at the meeting with a proxy or voting instruction to request of the Secretary or Chair that the votes be counted.

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Large Private

We went through this about 10 years ago,
One thing that stands out in my mind is that a name change requires the 2/3 majority vote of shareholders attending a meeting in person or represented by proxy. Of course you have to change your name at corporate registry If you own any trademarks you should have the name change registered with them.

2

Large Public Traded Company

In my experience this is not really an issue for a widely held public company. The Board of Directors approves the remuneration of the directors usually on the basis of benchmarks provided by an external HR consulting firm (Towers, Mercer, etc.). The Chair’s remuneration is settled in the same way, whether the Chair is independent or an executive of the Company. For officers who report directly to the Board, it is usual practice for the Board to approve the expenses as well. Typically, directors’ expenses are travel expenses (airfare, hotel, ground connections, meals, etc.) and these are relatively small in the grand scheme of things and do not require Board approval per se. They are part and parcel, along with the Board and Chair remuneration of the annual budgeting process.

I can see where the situation would be different in the case of a government agency where the Crown is ultimately the sole shareholder and where the Board is not ultimately accountable only to itself and to the market.

It would make sense for the government to have some oversight as part of the budgeting and financial reporting approval process to vet and approve both budgeted expenses for the year to come and the actual expenses incurred for the past year.

I would be pleased to discuss this further if that would be helpful.
A simple name change is the least concerning change event. In most jurisdictions companies are required to place their corporate name on invoices and other corporate documents. These can simply be changed going forward. To the extent that revenues are collected by cheque, it makes sense to speak to the bank to make sure that they will accept cheques under both the old and new names for a period of time. Other obvious concerns are signage, livery or dress of vehicles and personnel, logos, trademarks, and

other intellectual property, including internet domain names and the like. You will also want to advise all your suppliers, including insurance carriers, landlords, employees, and other.

In my experience there is no detailed due diligence required as for mergers, amalgamations, wind ups, etc. which might otherwise trigger cancellation clauses in commercial agreements, leases and the like. This is because there is no change in legal personality as a result of a name change. You may find in some jurisdictions that your tax ID numbers, employer numbers and the like with government agencies will change. None of which is really a source of great concern.

This is not the type of change where if you forget to check something or take a step, you will suffer for it. At worst you will experience some administrative heartburn as everyone adjusts to the new name.

3.

Large Public Trade Corporation

The person doesn’t say under which jurisdiction the company is incorporated but the steps to change a corporate name for a CBCA incorporated company are as follows:

1. Perform a name search. You need to see if there are other names out there that are identical or too similar to the new corporate name you want. In order to cover all of the bases (i.e., trade names, trade marks and other corporate names) sometimes it’s worth the extra cost to hire the services of a search house that will perform the name search for a fee and get Industry Canada’s approval. However, this is not obligatory and you can do the name search and order a NUANS report yourself on-line. The Strategis website has the rules and regulations for corporate names. Also, the NUANS site can be accessed through the Strategis website: http://www.ic.gc.ca/epic/site/cd-dgc.nsf/en/h_cs02079e.html
2. Get a favourable Name Search Report from Industry Canada (this needs to be done if not going through a search house) The Name Search Report can be submitted through the Strategis website.
3. Once you have the favourable Name Search Report is obtained, the Board of Directors passes a resolution to change the name.
4. A shareholders’ meeting is called in order to pass a resolution to change the name.
5. If the shareholders’ resolution passed, then Articles of Amendment are prepared and filed with Industry Canada. Once received, Industry Canada issues a Certificate with the company’s new corporate name.
6. The new name is communicated to other government authorities.

4.

Medium Charitable Organization

We have changed the names of a couple of entities. Under the Canada Corporations Act, Part II, the process has been for the Board to pass a by-law amending the name of the corporation, the Members pass a resolution to sanction the by-law and then apply for Supplementary Letters Patent to affect the change. Under the OBCA the process was a resolution of the Board to change the name and filing a Form 3 to amend the articles.

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1

Large Crown corporation

We have the expenses for each quarter for the Chairman of the Board, and for the CEO, calculated and submitted to our internal audit department. Our VP of Internal Audit then presents reports to the Audit Committee on a quarterly basis regarding these expenses. If there are any concerns regarding these expense disclosures, the Internal Auditor has a scheduled in-camera session each quarter at the Audit Committee meeting, in which he may raise any issues.

2

Medium Public Company

We have no practice in place to audit board expenses. Most of our directors are local, so other than parking expenses and the rare airline ticket (if we need to bring members back from vacations from time to time) we see no need for one.

3.

Medium Crown Corporation

Our Chair and Board’s expenses are audited along with Sr. Management by the Office of the Auditor General, who is our auditors.

4.

Medium Foreign Private Issuer

Each quarter the Chairman of the Audit Committee (an independent director) reviews the CEO's expenses with the Corporate Controller. If he has questions, he speaks with the CEO directly. He then reports to the Audit Committee verbally and includes his findings in the Audit Committee Report to the Board. (The Chairman of our Board does not take a salary nor does he claim expenses).

5.

Small Publicly Traded

The Chair of the Audit Committee reviews the Board Chair's expenses quarterly. The Corporate Secretary signs off on all Chair and Board member expenses that are submitted. Chair and Board member expenses are summarized and distributed quarterly to the full Board.

6.

Issuer based Public Company

Chief Financial Officer reviews and approves these expenses. All senior management/board audit expense information is available upon request.

7.

Publicly traded large issuer base

Expenses are audited quarterly by internal audit.

8.

Financial Institute

I too would be interested in seeing the results of these questions. Currently, we have no one that ‘audits’ expenses. Board Chair expenses are approved by the CEO and Director expenses are approved by the Chair. All expenses must be accompanied by an original receipt.

9.

Crown Corp

Expenses of Chair and Directors, as well as Senior Management Team, are reviewed in detail at least an annual basis by the Chair of the Audit Committee. We have had Chairs of Audit who have requested the review on a quarterly basis in order to avoid large volume at year end. The CFO is responsible for accumulating the data and presenting to the Chair of Audit.

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1.

Medium financial

Economy class travel for all domestic flights.  Business class authorised for international travel of more than 4 hours.

2.

Medium Public Company

We do not have a directors travel policy but we do have one for executives which restricts more than four executives (VP and up) from traveling together on a plane.

3.

Large Government Agency

I am attaching a link to our webpage that contains our policy:
 
Click here for the link
 

4.

Large Cooperative Financial  

Director Meeting Allowance

a) Meeting Attendance
In addition to honoraria, Directors may claim a per meeting fee of $500 for attendance at each meeting of the Board or Committees of the Board and for other meetings otherwise authorized under policy, regardless of whether meetings are held on the same day as other meetings.
T-4 Revenue Statements will be issued for all such allowances unless payment is made to the organization which the Director represents.
Each Peer Group/Regional Director may claim per diem allowance, including travel days, of $500 for attendance at meetings of credit unions in that Peer Group/Region.
Members of working or advisory committees who are not board members may claim a per diem of $200.
b) Travel Per Diem
Each director may claim a per diem allowance for travel days for attending meetings of the Board, Committees of the Board, and for other meetings otherwise authorized under policy.
c) Teleconference Meeting Attendance
Each Director may claim $500 per meeting for a telephone conference call meeting of the Board of Directors and other Board committees.
2.6 Allowable Expenses

RevDate: 01/08
a) Travel Expenses
Travel expenses include: airfare, ferry fare, automobile rental, taxi fare, personal automobile mileage, and parking. Receipts are required.
Actual cost of public transportation based on economy class airfare. When other modes of travel are necessary, actual costs are to be charged. First class air travel will be authorized when deemed necessary or appropriate by the Chairperson on trips the duration of which exceed two hours or in other extraordinary circumstances. Receipts are required.
Use of personal automobile at 50 cents per km for the first 5,000 kilometres and 44 cents per km thereafter, plus cost of tolls and parking.
b) Meals
Actual expenses, including gratuities, with receipts and list of guests provided for all expenses over $25.
c) Hotel Accommodation
Cost of accommodation at actual cost. Receipts are required.
d) Business Development and Entertainment
The actual cost of such expenses, supported by receipts, will be paid. The names of guests and the circumstances necessitating the expenditure are also required.
e) Other Expenses
 
Reimbursement at actual cost. Receipts are required for items in excess of $20.

Allowable miscellaneous expenses include:

• reasonable laundry and dry cleaning expenses
• reasonable long distance calls to the Director’s home or business office
• reasonable childcare expenses
• basic monthly Internet access costs
• software and upgrades
• communications hardware and upgrades.

f) Expenses of Spouse/Companion
Expenses of a spouse/companion at Regional District business meetings, seminars, lectures, speeches or conventions may involve banquets, luncheons, dinners or receptions where attendance of the spouse/companion of the Director might be advantageous. Expenses of the spouse/companion will be covered on the same basis as those established for Board members, exclusive of the per diem allowance.
The spouse/companion of a Director will be allowed, at the expense of Credit Union Central of British Columbia, to attend functions designated by either the Chairperson or the Board of Directors.
The Chairperson will have final discretion on any matters pertaining to the payment of spouse/companion expenses
2.7 Meetings and Committees

RevDate: 07/07
In general, meetings attended in person by the Directors or by teleconference are subject to a per meeting rate of $500.
 
a) General Meeting and Fall Conference
Actual accommodation, meals, travel expenses, and per meeting fees will be paid, including per diem for travel days.

5.

Small Public Company

Please see attached our policy for travel and entertainment.

Travel and Entertainment Policy.pdf

6.

Large Government Agency

The Board of Management of the Canada Revenue Agency (CRA) has a section of its Governance Manual entitled “Compensation and expenses” that covers travel and accommodations for Board members. This section is based on the CRA Travel Policy. The relevant portions are attached below:

2. EXPENSES

2.1 Section 20 of the Canada Revenue Agency Act allows that Board of Management Directors, other than the Commissioner, are entitled to “be paid reasonable travel and living expenses incurred by them in the course of performing their duties while absent from their ordinary place of residence.” The attached documents, Guidelines for Travel and Living Expenses and Guidelines on Hospitality, are based on CRA’s policies in these areas and are intended to provide some guidance to members of the Board of Management.

Guidelines for Travel and Living Expenses

1. Travel

1.1 Air Travel

1.1.1 Trips 300 kilometres or more should be by air. Trips of less than 300 kilometres should not normally be by air except when specifically pre-authorized.

1.1.2 Board members will be afforded the same treatment as members of the Agency’s Executive Cadre. The general benchmark is that, should a Board member not travel by the authorized given mode (usually air travel), the cost of travel to Ottawa (or to the location of the Board or Committee meeting) should not exceed the cost of the authorized given mode.

1.1.3 Board members have the option of travelling business class but only when the distance they must travel is 850 air kilometres or more one-way, and the flights that are taken between destinations do not include stop-overs.

1.1.4 The Chair of the Board of Management is afforded the same allowance as the Commissioner of the Agency. The general benchmark is that the cost of travel should not be greater than that of a return airfare (either economy or business class) from the Chair’s place of residence to Ottawa (or to the location of the Board or Committee meeting). The Chair has the discretion to choose business class travel for all trips but not first class travel. The discretion of the Chair to use business class travel should, however, be exercised with prudence and probity, and it must be borne in mind that all expenditures must further Agency objectives.

1.2 Surface Travel

1.2.1 Rental cars may be used when this mode of travel is deemed to be more economical and practical and, in this regard, a cost comparison with other modes of travel should be submitted.

1.2.2 For travel using a privately-owned vehicle, the maximum amount reimbursable (kilometric and other expenses) shall not exceed the cost that would have been incurred using available commercial transportation. Details on the kilometric rates that are in effect are available from the Corporate Secretary upon request.

1.2.3 Expense claims for taxi fares and parking fees are based on the honour system but receipts may be submitted if preferred.

1.2.4 Limousine services may be used where there is an overall saving in the cost that would have been incurred if other modes of transportation were to be used, or when an alternate mode of transportation is unavailable.

2. Hotel Accommodation

2.1 Board members will stay at the same hotel during Board meetings and, in most cases, a group rate will be negotiated. Due regard will be given to the choice of hotel and the negotiation of a reasonable rate. Key considerations for the choice of hotel will be comfort and convenience.

2.2 Where a group rate is not possible, all Board members, including the Chair, will be accommodated in a standard hotel room at the regular government rate.

2.3 In situations where the Chair may require space for a meeting or for hospitality, access to a small suite in the hotel may be provided.

Meals

3.1 All Board members, including the Chair, may bill actual expenses for meals or, alternatively, they may claim normal CRA per diem expenses, less any meals provided officially (e.g., meals provided during Board meetings). Actual and reasonable meal expenses must be based on receipts and shall not include alcohol. Per diem rates for meal expenses are given in the Table “Meals and Allowances”, which is provided as an attachment following the Guidelines on Billing.

4. Incidentals

4.1 All Board members, including the Chair, may claim CRA’s normal per diem incidental expense allowance. The incidental allowance is cumulative throughout the duration of a trip and is provided whether or not actual expenses are incurred. Alternatively, Board members may claim actual incidental costs incurred but such costs are reimbursed only on the basis of receipts. If actual costs are claimed the per diem expense allowance may not be claimed at all during the whole trip. The per diem rate for the incidental expense allowance is given in the Table “Meals and Allowances”, which is provided as an attachment following the Guidelines on Billing.

4.2 The Agency cannot reimburse Board members for the costs of business-related calls made from their hotel rooms. Only calls that are CRA-related and for which receipts are provided may be claimed as expenses by Board members. Notwithstanding these policies, Board members should note that the Agency’s per diem incidental expense allowance is meant to cover business-related calls.

5. Receipts

5.1 Receipt means an original document or certified true copy showing the amount of the expenditure, itemized where possible, the date the receipt was issued and an indication that payment was made.

7.

Publicly traded Large cap issuer

“no more than three officers, three directors or two in-line management staff are to fly together on the same commercial flight”. “In-line” management refers to management staff who fall into a direct reporting relationship, usually within a group or department. It also states that “the number of senior or key staff who fly together on chartered flights should be kept to a minimum”.

In addition the following restrictions are in place specifically for the Board:

1. The Chairman and the CEO should not travel together, either on commercial or charter flights.

2. No more than five Directors should travel on the same flight .

3. All members of a single Board Committee should not travel together, either on commercial or charter flights.

8.

Publicly traded Large issuer

Yes, we have a travel policy for directors. Each director is paid $1,500 when he or she travels outside of his or her home province or state, or travels more than a total of three hours, round trip, to attend a company meeting or site visit.

9.

Medium Venture Company

Please see attachments

Click here

10.

Large Public Agency

We are an Alliance of three hospitals with three Boards of Directors and have adopted the following two policies related to Board travel.

I didn't included the schedule of conferences referenced in the first policy as it would be specific to one's organization.

Nor did I include the travel expense claim form which is set up for our organization's purposes.
Please see attachments for policies

Tri-Board Development Cont Educ T-B.021.doc

Board Education Travel Expense Reimbursement T-B.022.doc

11.

Private Company

Please see attachment

Policy for Business Travel.doc

12

Medium Private Company

Board members and other employees who travel and entertain on company business have any cash expenses and corporate credit card expenses reviewed and signed off by another person. There is a travel and expense policy which details all the requirements. Periodically all such expenses are reviewed by internal audit to ensure compliance. Any exceptions would be detailed in an audit report which is sent to the audit committee. Actions agreed to remedy such exceptions are tracked by internal audit and progress reported to the audit committee periodically.

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1.

Small non-agent Crown corporation

Our company has a Corporate Philanthropy Policy where the charitable donation budget will be one percent (1%) of the company’s net income before taxes in the previous fiscal year.

2.

Medium Publicly Traded Company

Many companies in Canada use the "1% guideline" which refers to allocating 1% of pre-tax profit to their charitable giving/ community investment program.  This guideline is used in Canada and the U.K.  In Canada the 1% guideline was proposed and monitored by Imagine and companies will publicly state their commitment to the 1%.  You can check with Imagine for more detail.  In terms of donations policies etc., please click here, under Community Investment has details of our focus areas and exclusions.  If you would like more specific information in this regard, feel free to contact our Manager of Community Investment, at here and she would be happy to speak with you.

On a related note, EPCOR was a founding member of the London Benchmarking Group in Canada, which is a member based organization that benchmarks data annually on corporate community investment among members.  It provides a confidential, apples-to-apples comparison of data from companies across Canada which is benchmarked.  Joanne can speak to you more on LBG and the LBG Canada website is:  www.lbg-canada.ca

3.

Public traded large-cap company

Our company adheres to the Imagine Canada benchmark for corporate giving, by allocating 1% of pre-tax earnings (averaged over the preceeding three years) for community investment initiatives.

4.

Large Credit Union

Our organization is proud to have been deemed by Imagine Canada one of only 120 companies in 2007 who donate a minimum of 1% of their pre-tax profits to community organizations.  In 2007 we donated $5 million to charities and organizations in the communities in which we serve. We are very proud of this  legacy of giving and service to the community.

5.

public traded medium size company

We plan to fund a charitable Foundation with donations of shares from original investors (suggesting 10-15% of their holdings since the stock is now worth multiples of what they paid for it), as well as with a percentage of profits generated from operations. The allocation criteria have not been finalized; however, the money will be spent in the areas where we have operations and aimed at improving the quality of life for residents.

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1.

not-for-profit management group

We only go by our bylaws that probably covers a similar way as your corporation. Some of my responsibilities are not written anywhere, not even in the bylaw. Tasks, such as the entire Membership renewal and application; registration (yearly) with Federal and Provincial government and providing information to outsiders about our status and relationship with the government etc...are not found in bylaws and written no where. We are 'not-for-profit' but not a charitable or fundraising type. More a 'business'

2.

Municipally Owned Corporation

Attached is a position description in place at our  Corporation

Position Description - Corporate Secretary.doc

3.

Large company

We are for profit now, and previously, when we were NPO, the role of the Corp sec was not very well defined but was expected to be the repository of most anything that was not otherwise delegated to another function.

4.

small subsidiary of private financial institution

In my organisation, the corporate secretary acts as the link between the board and management. everything regarding the board and its committee is organised and handled by the corporate secretary's department.

The corporate secretary is also responsbile for reviewing all documents submitted to the board and its committees to ensure that the propeor decision-making path has been followed.

The Corporate Secretary prepares the minutes of the meetings as well as scripts for the Chairman.

5.

Small Private Company

I don’t know if the Secretary’s role is hugely different from a small corporation but the nature and work of the Board may well be. It might be useful for this member to take a look at our recent magazine article on the subject – Spring 2008, page 18.  You can request the information by clicking here.

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1.

The responsibilities of the Chair of the Committee are usually summarized in either the Committee's terms of reference or in terms of reference for the Chair itself. Usually the Board as a whole reviews the recommended composition of all of the Committees, including the Nominating / Governance Committee, so they are not really "replacing themselves" as the Board is allocating its members among the various committees, depending on workload, responsibilities etc, some people may just serve on one committee while some might serve on two. Often the Chair of a Committee does have a term limit ( maybe a three year term, which could be extendable for a second term) but you don't want people holding the Chair position of a committee indefinitely. It is good to rotate them around from time to time.

2.

3.

The mandate of the our company's Corporate Governance Committee can be found here

4.

The Governance Committee is also the nominating committee, the mandate/charter for the committee is located here.
In short though, committee membership is appointed by the Board as a whole, and in consultation with the Chair and Lead Independent Director, if any.

5.

Below are the Terms of Reference for our Corporate Governnace Committee - it does not act as a nominating committee.
Corporate Governance Committee Terms of Reference

RevDate: 12/06

• Purpose – the Corporate Governance Committee is responsible for overseeing the quality and the effectiveness of Central’s corporate governance.
• Authority – the Corporate Governance Committee derives its authority from the Board.
• Composition and Quorum – the Board shall annually appoint a Corporate Governance Committee, consisting of four Directors, one of whom shall be the person elected as the Chairperson of the Board. The other three members of the Committee shall be elected by and from the Board, at the first meeting of the Board following Central’s Annual General Meeting.

A quorum shall be a majority of the Committee.

• Chair Selection and Responsibilities – the Chairperson of the Committee shall be elected by and from the Board, but shall not be the Chairperson of the Board.

The Chairperson shall act in accordance with the Committee Chairperson Terms of Reference.

• Objectives/Deliverables – the Corporate Governance Committee shall monitor corporate governance best practices and recommend to the Board with respect to corporate governance in general, including, without limitation:
  
  − all matters relating to the Board’s fiduciary responsibilities, in respect of the management of Central
  
  − compliance with policies associated with an efficient system of corporate governance
  
  − evaluation of director education
  
  − Board compensation
  
  − the orientation of new directors
  
  − maintenance of an effective working relationship between the Board and management.
  
  − Corporate Governance – the Committee shall:
• monitor best practices and trends in board governance and develop recommendations thereon for consideration by the Board
• oversee the quality and the effectiveness of Central’s corporate governance policies and procedures, in light of evolving corporate governance best practices, recommending changes to Central’s corporate governance policies and procedures, as the Committee deems advisable
• at least annually, review the terms of reference of the Board of Directors, its Chairperson, its committees, and directors and recommend changes to the Board
• at least annually, consider the Committee’s Terms of Reference, recommending changes thereto, as the Committee deems advisable
• at least biennially, review the effectiveness of the Board’s committee structure, in light of the evolution of governance practices and any change in the structure and operation of Central
• at least biennially, review Central’s Rules, recommending to the Board such changes as the Committee deems advisable
• develop and oversee maintenance of Central’s Board of Directors’ Manual
• review and approve the corporate governance disclosure section of the Central's annual report, and any other corporate governance matters as required by public disclosure documents
• review and approve Central’s annual corporate governance return to the Financial Institutions Commission
• monitor the adoption of, implementation of and adherence to enterprise risk management guidelines as they relate to corporate governance and
• provide input to the Chairperson of the Board on the appointment of members of system committees appointed by Central and Central’s representatives to affiliated and subsidiary entities.

− Board Composition, Operations and Evaluation – the Committee shall:

• review, from time to time, the size, composition and profile of the Board, taking into account age, geographical representation, disciplines and other issues it considers appropriate and which may affect the dynamics of the boardroom
• review, at least biennially, the desirable attributes of directors and
• lead the annual board and director evaluation process, including evaluating the effectiveness of Board meetings, assess the results, and make recommendations to the Board with respect to improvements thereto.

− Director Compensation, Education and Protection – the Committee shall:

• at least triennially, cause to be undertaken a comprehensive review of the remuneration, including perquisites, of directors, committee chairpersons and the Board Chairperson and of Central’s director expense policies, recommending changes thereto as the Committee deems advisable  
• review and recommend to the Board a director education policy
• monitor director education funding and identify general education sessions for all directors
• at least biennially, review the funding of Central’s director education policy  
• establish a new director orientation policy and at least annually review the effectiveness of the orientation of new directors  
• ensure every new director attends the new director orientation session and  
• at least biennially, review the adequacy of Central’s directors and officers’ liability and corporate errors and omissions insurance coverages.

− Officers and Employees – the Committee shall: 

• monitor the quality of the relationship between management and the Board and recommend improvements as deemed necessary or advisable  
• review proposed changes to Central's organization structure which would have a material effect on reporting lines or independence of key control groups such as internal audit, finance, legal, compliance and risk management and  
• advise executive management on topics for presentation to or for discussion at sessions held in conjunction with general membership meetings, fall conferences, Board planning, director orientation, Board meetings and other opportunities for director education, and evaluate the effectiveness of those meetings.  
• Meetings and Procedures – the Corporate Governance Committee shall meet as it deems necessary, but not less frequently than quarterly. The Committee may meet in person or by telephone conference call. Meetings shall be called by the Chairperson and, whenever possible, seven days notice, in writing, shall be circulated to members of the Committee.

Whenever possible, an Agenda, and reports to be considered at the meeting shall be circulated in advance of the meeting.
Meetings of the Corporate Governance Committee shall be arranged and administered by the Office of the Corporate Secretary of Central.

• Management and Resources – the Corporate Governance Committee shall be resourced by the President and Chief Executive Officer and the Corporate Secretary. The Corporate Governance Committee may, through the Office of the President and Chief Executive Officer, access additional internal staff resources as necessary.

The Corporate Governance Committee may consult external advisors, at its discretion.

• Records and Reporting – any records to be maintained will be maintained by the Corporate Secretary. The Committee will report to the Board at the next meeting of the Board following a Committee meeting on its activities and recommendations.  
• Accountability – the Corporate Governance Committee is accountable to the Board of Directors.

6.

In our organization, the nominating committee is chaired by the board Chair. It is composed of 3 members not running for office again, and one member who will sit on the next board, and might be Chair. Our board sits for 4 years. The Board itself selects the nominating committee. Our constitution sets clear guidelines about who should be selected for the board. The Nominating Committee is separate from our Governance Committee.

7.

Generally, the Governance Committee is a standing committee of the Board of Directors. Its mandate is to assist the Board of Directors in fulfilling its oversight responsibilities in respect of the management team and other entities if any. The Governance Committee shapes the overall approach to governance issues and key corporate governance principles, and implements, monitors, assesses and reviews:

(a) matters pertaining to governance rules, procedures and policies, as well as compliance,

(b) matters pertaining to the organization and composition of the Board of Directors, including the organization and conduct of Board meetings and the education, effectiveness and independence of the Board of Directors, its Committees and individual Directors, and

(c) matters pertaining to the organization’s values, beliefs, policies and practices in respect of regulatory compliance, conflict of interest, standards of ethical conduct and market conduct.

The Governance Committee also discharges the Board of Directors’ responsibilities relating to its Directors compensation and succession and the succession planning of senior management personnel.

You need to outline specific duties based on your organization, membership and reporting structures. Your membership requirements contains specific positions that you require to have on the Committee. For Governance it is generally the Chairman of the Board and the CEO if he/she is a director.

According to your internal by laws you can choose to have the Chair as a member of all Committees or as ex officio. Also you can have specific requirements built into the by-laws on the rotation of Chairs of all Committees and the Board i.e. the term of office.

8.

At our company the role of corporate governance and nomination of directors is combined in the Corporate Governance and Nominating Committee. The purpose of the Corporate Governance and Nominating Committee is to oversee and monitor the Company’s corporate governance policies and practices, to identify, propose and nominate candidates for election as directors and to recommend a slate of nominees for election at the Company’s annual general meeting on behalf of the Board of Directors and to report on the Committee’s activities on a regular and timely basis to the Board.

Attached are our Terms of Reference which outline the roles and responsibilities of the committee members and the process for nominating candidates for the Board and the committees.

 CGNC.rtf

Reference: Integrity in the Spotlight: Opportunities for Audit Committees, published by CICA, 2002. p. 132-134 would assign IT projects to Audit Committee. Sample charter included as Appendix D, p. 207-214.

The Society has a publication on compensation which is available on our website at www.governanceprofessionals.org however, it does not cover the other items you are requesting.

Compensation Survey Report 2007
A survey report on corporate secretary compensation: the highs and lows of salaries, bonuses and stock options. Data in the report is organized by title and by lawyer or non-lawyer. There is also data on the the role and responsibilities of the Corporate Secretary. (2007)
Printed copy ($125/$150) PDF Download ($95/$120) *Preview table of contents*

There are too many variables to provide more than a range of estimates. Depending on the frequency of meetings, the amount directors are paid, the number of directors and the market in which the office will operate (i.e. Halifax, vs, Montreal, vs. Calgary, vs. Vancouver, etc.), and where the company’s stock is listed for trading, p y g estimate from $1.5M to $5M or more including most compliance costs (legal fees, transfer agent, listing fees, etc.). In our case, in Montreal, listed on the TSX and NYSE, with a staff of three, our budget is roughly $2.6M

See Corporate Secretary Compensation Survey Costs to hold quarterly meetings would depend on where the meetings are held. If held at the head office of the corporation then costs would include

• accommodation
• travel
• meals
• cell phone charges
• courier-postage costs
• directors compensation (retainer, meeting fee, Committee Chair retainer)

This would depend on the # of directors and the # of committee meetings.

Example 1

We buy competitive benchmarking analysis for our corporate secretary, assistant corporate secretary and staff. The data is both difficult to share and apply outside the confines of the company for which it was derived, however, because of the great extent to which the particular job functions and necessary experience differ from company to company. For example, corporate secretary services for a small, private company may require only rudimentary corporate law knowledge and minimal securities experience, whereas the corporate secretary of a large, complex multinational, publicly traded company will require significant experience in both areas. Similarly, the portfolio components generally vary from corporate secretary to corporate secretary. Some corporate secretaries also serve as general counsel or CLOs, whereas others do not. Some corporate secretaries have corporate records management, compliance and ethics, and/or other accountabilities, where others do not. Unless the compensation benchmarking is conducted in a way that takes into account all of these factors, it will not produce a satisfactory result for the individuals involved or the company that hopes to retain them.

Likewise, board and committee costs differ greatly from company to company, depending on the complexity of the issues they face, the geographic distance that their respective members have to travel (because, over and above travel expenses) a geographically dispersed board or committee will likely have lengthier meetings, move around more, share more meals together.

The Corporate Secretary’s salary is pro-rated between the Presidents and the Board’s budget

We do not have an assistant Corp sec.

Cost for holding Board meetings, including honoraria, travel expenses, meals, etc. are charged directly to the Board’s budget.

Corporate Secretary Salary

"A typical Secretary - Corporate working in Alberta -- Calgary earns a median base salary of $116,709, according to our analysis of data reported by corporate HR departments. Half of the people in this job earn between $105,979 and $193,004. " This site will also give you a base salary as well as one with bonus throughout Canada. One can also search for Corporate Secretary openings in a particular region of Canada.

These salaries would, of course, depend upon the size of the Company with which you are working for.

COST TO HOLD QUARTERLY MEETINGS

A lot of your lawyer's offices will allow you to use their Board Room at no charge - depending again on the size of your shareholders. Otherwise you would have to look to renting a facility. It is always good to shop around and get quotes as well as what the beverages

Click here

Stikeman Elliott LLP has an excellent booklet on this topic entitled "What Canadian Directors and Officers Need to Know," copies of which I provided to my board. The booklet can be ordered online at: http://www.stikeman.com/cps/rde/xchg/se-en/hs.xsl/8104.htm.

Would recommend CCH directors handbook.

I don't' have any but rely on updates from various law firms on discrete items.

I just received a booklet of this information from our D&O insurance provider, CHUBB (and it is excellent). It may be posted on their website, but I am sure that they would provide upon request.

Not sure if this helps, but it is only document I can readily get my hands on.

I have an excellent publication produced by Stikeman Elliott which I have distributed to all board members. Please invite members to contact Shannon Gilleland at the address below to receive hard copies or electronic copies of this publication.

CV Technologies Inc.
Toll Free: 1-888-280-0022
www.cvtechnologies.com

Attached Terms of Reference for the Board and a Director.

CCH The Directors Manual has a good discussion of fiduciary duties. As far as I know there is no 'comprehensive' list as the duties are very generally described and the courts, along with regulatory requirements tend to make them more specific.

The attached publication should help:

http://www.osler.com/uploadedFiles/Osler_Hoskin_Harcourt
_Corporate_Governance_Guide_2005.pdf

Our hospital Boards have adopted a policy for Duties and Responsibilities of Board Directors, which include their fiduciary duties. This is attached if of any benefit.
Have also attached the policy describing the Boards' mandate.

Details relating to Fiduciary Duty are outlined in the Canadian Corporate Secretary Guide under Tab 7,000 (Corporate Governance). They are contained in the initial section called Principal Duties of Directors.

Our Board of Directors looks at the whole picture of risk, including, but not limited to financial, operational, environmental, financial markets, commodity pricing, personnel retention, political risk, currency fluctuations and many, many more, it really is determined by your business and corporate culture. I don't think you can cookie-cutter this process because every industry, management and board has a higher or lower risk tolerance and that tolerance changes as a company grows or shrinks.
In our case Management prepares a risk assessment profile for the company on a monthly basis and updates it on that basis, taking into consideration that some risks may fall off the radar, while others become prominent. The risk assessment report is provided to the Board at the regularly scheduled meetings for their consideration and comment. We believe, that in today's governance atmosphere, that it is important for the Board as whole examine the company's risks, and be made fully aware of them, as opposed to providing the information to a committee of the board to be passed along to the other members.

The examination of the company's risks forms part of our Board of Directors Terms of Reference; some companies do include it in their EH&S Committee.

The wording is below:

The Board shall assess, and require that systems are in place to manage the risks of the Company’s business with the objective of safeguarding the Company’s assets. In its supervisory role, the Board sets the attitude and disposition of the Company towards ethics, risk management, compliance with applicable laws and regulatory policies, environmental, safety and health policies, financial practices, disclosure and reporting. In addition to its primary accountability to shareholders, the Board is also accountable to government authorities and other stakeholders, such as employees, contractors, communities, and the public.

The Board shall identify and have an understanding of the principal risks associated with the Company’s business, and reviews and monitors the systems in place to manage those risks effectively. The risks span the Company’s entire business to include environmental, operating, political, financial, geological, and legal and regulatory risks

In my experience, boards today are all aware of the importance of focusing on risks in a broad fashion, going well beyond mere “financial risk” and into enterprise-wide risk. The nature of the other risks on which boards focus depends, in some large part, to the industry in which the company operates, and the countries in which it operates or has dealings. Other risks tend to be more generic, and apply to virtually all companies (ethical behaviour, social responsibility, etc.).

Many companies delegate to the Audit Committee the risk-management review and oversight function, while other companies (again, depending on the nature of the industry) set up a committee whose sole purpose is risk-management review and oversight.

Our audit committee is responsible for oversight of enterprise risk management that includes reputation risk. However, there are technical and operational risk committees that are set up under the delegated authority of the CEO. The chairperson of these committees reports to the audit committee quarterly. The terms of reference are not board committee but management committee terms of reference. There are separate terms of reference for technical and operation risk committees. Attached are the terms of reference for the operational risk committee

Example 1

Each Board manages risk in the most appropriate fashion for itself and the industry in which the applicable company operates.

Depending on the company, risk management is usually allocated between the Board and its standing committees according to the type of risk - for example, financial risk would be overseen by the Audit Committee, whereas Heath & Safety risk may be overseen by the HR Committee - or a separate specific risk committee may be set up such as environmental. I have seen Enterprise Risk as an item, but not Reputation Risk.

Mandates of the Board and various committees wherein risk oversight would be allocated can be found on companies' websites and on SEDAR as part of the proxy circular.

Boards of Directors are focusing on all types of inherent risks (i.e. arises from exposure and uncertainty from potential future events) from an enterprise-wide perspective, such as credit risk, market risk, liquidi