CSCS 2012 14th Annual Corporate Governance Conference

Webcasts for Monday, August 20

Opening Keynote: A Framework for Board Oversight of Enterprise Risk

9:00 am - 10:00 am


John Caldwell, Former President and Chief Executive Officer, SMTC Corporation, Columnist for Listed Magazine


Session 2: The Board Member, the CEO and the Corporate Secretary

10:00 am - 11:00 am
Best-selling author, Jim Brown will speak on crucial relationships—board members, CEOs and corporate secretaries as trustees, enablers and diplomats—from the perspective of the seven disciplines of governance excellence.


Topics will include:
• defining the roles crucial to high performance and organizational health and for strong board leadership
• common tensions and how a principles-based approach can help
• defining and creating effective relationships between Directors, CEO and staff

Speaker: Jim Brown, Consulting Partner, STRIVE! Canada


Luncheon and CCGG Gavel Awards

12:30 pm - 2:00 pm
Presented at the CSCS conference, the Gavel Awards recognizes excellence in director disclosure and compensation disclosure. Hosted by Broadridge, join us on Monday, August 20 to recognize this year’s award winners.

Workshop A: Enhancing the Governance of Public Sector and Crown Corporation Boards: Best practices for Board Composition and Evaluation

2:00 pm - 4:15 pm
This is a key area of crown corporation functioning where poor public sector practices can impact governance effectiveness. The session will provide “real life” examples of what works and what can go wrong in public sector governance, including:


• appointment processes relating to public sector boards
• individual director performance and term limits
• effective board evaluations and measures of governance outcomes


Speakers: Maria Capozzi, Principal, Strategic Initiatives and Board Governance, Office of the Auditor General (Manitoba); David W. Anderson, President, The Anderson Leadership Group; Contributing Editor at Listed Magazine


Workshop B: The Canada Not-for- Profit Corporations Act: Steps to Transition

2:00 pm - 4:15 pm
This workshop is designed to explore the next steps on the critical path to compliance. Participants should be familiar with the Act and have some understanding of the implications for their organization. They will leave this session with a hands-on strategy to address critical changes in:


• charter documents, including replacing your letters patent and by-laws
• member rights
• financial review and audit requirements
• directors & officers duties and potential liability
• election and appointment of directors
• new categories of notfor- profit organizations


Note: Registrants will have a chance to submit questions in advance to address during the session.


Speaker: Richard Bridge, Barrister and Solicitor, Lawyer for Charities


Workshop C: Reinventing the Governance Office: The Corporate Secretary as the Board Information Officer

2:00 pm - 4:15 pm
The workshop facilitators will lead participants through a structured, interactive inquiry about the ideal characteristics of a corporate governance system. Participants will be asked to park everything they know about corporate governance and be challenged to imagine an ideal future state. Their responses will be recorded dynamically by facilitators, who will direct the inquiry and discussion toward a consensus on the aspirational characteristics and a recommended high level action plan for the envisioned ideal corporate governance system. Results will be published and made available to participants. Learning outcomes:


• become aware of corporate governance possibilities that are rarely discussed
• participate in a consensusbulding exercise that creates shared, new possibilities
• identify critical success factors for realizing the possibilities
• prioritize next steps toward realizing the possibilities
• individual commitment to taking the first next step


Speakers: Max Carbone, Principal, TeamWorks Management; Alex Todd, Founder, Governance Committee.com


Workshop D: Plain Language Disclosure: Clarity Key to Transparency

2:00 pm - 4:15 pm
Plain language has quickly become a standard in the modern workplace. Using examples, exercises and registrants’ writing samples, this interactive session offers a practical guide to using plain language in corporate disclosure.


Topics will include:
• preparing information for your investors, analysts, directors and employees
• MD&A, proxy circulars, AIFs, sustainability reports, codes of conduct, web content, etc.
• making information clear and meaningful
• meeting compliance guidelines and sending a strong positive message about your company


Speakers: Catherine Gordon, President, SimpleLogic Inc.; Shelley Sunohara, Vice President, SimpleLogic Inc.


Shareholder Democracy: An Update on Proxy Voting in Canada

4:15 pm - 4:45 pm

You may think that when you mark your proxy and send it in, your vote gets counted – just like in a political election. That’s where most individual shareholders, many institutions and even issuer companies go wrong. The fact is that Canada’s current proxy voting system is so complex and dysfunctional that it isn’t possible to know whether the vote of any beneficial shareholder actually got counted. Get an update of what went down at the first ever Shareholder Democracy Summit, held October 24 and 25, 2011 in Toronto and what developments have taken place since.


Speaker: David Masse, Legal Counsel and Assistant Corporate Secretary, CGI Group Inc.; Chairman of the Board, Canadian Society of Corporate Secretaries