CSCS 2012 14th Annual Corporate Governance Conference

Optional Full Day Workshop

Essentials for the Corporate Secretary: Understanding the Role, Responsibilities, Relationships of the Corporate Secretary and Fundamental Governance Changes Affecting the Function Across Sectors


This essentials workshop is a great way to get up to speed and/or expand your corporate secretariat skill set. It will provide the latest information on how the corporate secretary’s role, responsibilities and relationships have changed. This session will be of great benefit to you if you are new to the profession or if, as someone responsible for governance processes and/or compliance processes in your organization, you need a refresher. Topics will include:


Fundamentals of corporate governance and best practices:

• overview: legal and regulatory framework for governance in Canada (all sectors)
• director roles and responsibilities
• board composition and board effectiveness
• board and management relations
• shareholder and stakeholder engagement


The role and duties of the corporate secretary:

• managing meetings, schedules, agendas, material and minutes
• board logistics and communication
• annual meeting planning and preparation
• reporting channels and managing board and management expectations
• providing advice on corporate governance issues


Managing and adding value to board processes:

• understanding ethics, risks and liabilities
• independence, conflicts of interest and related person transactions
• director’s insurance and indemnification concerns
• advice and resources for discharging corporate governance duties


Practical tools for the corporate secretary’s office:

• IT and technology solutions
• record keeping and records management
• precedents, templates and best practices


Speakers: Sylvia Groves, President and Creative Director, Governance Studio; David Masse, Senior Legal Counsel and Assistant Corporate Secretary, CGI Group Inc.; Errol P. Mendes, Professor, Faculty of Law, University of Ottawa; Janis Riven, Adjunct Professor, John Molson School of Business, Concordia University