CSCS 2012 14th Annual Corporate Governance Conference

Webcasts for Tuesday, August 21

Session 3A: The Evolution of Corporate Reporting: Integrated Thinking

9:15 am - 10:30 am
Corporate reporting in Canada continues to evolve with changing regulator and investor expectations. Strategy, performance (financial and non-financial) and executive compensation are being linked across disclosure documents in an effort to give investors a more holistic view of companies.


In October 2011, the International Integrated Reporting Council launched a pilot program to create a principles-based approach to integrated reporting that achieves this goal. Sixty-five companies and 20 institutional investors from around the world are working to build a framework for a single integrated report that clearly links a company’s strategy, governance and financial performance and the social, environmental and economic context it operates in, to give investors a clear sense of the risks and opportunities the company faces.


Attend this session and learn:
• how the needs of the investment community are changing
• what an integrated report is – and isn’t
• early perspectives from two companies participating in the pilot – why they’re doing it, how they’re doing it and what they’ve learned so far


Moderator: Catherine Gordon, President, SimpleLogic Inc.


Speakers: Lisa French, Head of External Relations (Americas) International Integrated Reporting Council (IIRC); Mary O’Malley, Vice President, Environment and Sustainability, Prudential Financial; Joanne Westwood, Manager, Accountability Reporting, Vancity


Session 3B: Building a Structure to get the Best Out of Meetings and Directors

9:15 am - 10:30 am
This session will describe ‘real life’ problems, discuss who needs to be involved in the solution and make suggestions for effective transition.


Focus areas will include:
• reviewing how both agendas and board materials can be used to make boards more effective and efficient
• how best to put strategy and other long term issues on the board’s agenda
• how best to organize materials for committees by using dashboards and other tools
• ensuring committee reports to the board are relevant and timely and appear on the consent agenda
• ensuring time at board meetings for discussion of strategy and other “big picture” issues that too often get relegated or dealt with superficially


Speaker: Catherine McCreary, Governance Coach, Build Better Boards


Session 3C: Designing Whistleblower Help Lines and Anti- Retaliation Strategies

9:15 am - 10:30 am
This session will address:
• implementation and best practice policies of a whistleblower ethics helpline
• defining anti-retaliation strategies that need to be embedded in the policy.
• internal communications planning
• whether to outsource or manage internally
• introducing a strong ethics helpline and supporting communication plan
• addressing anti-retaliation as a part of a strong ethics policy
• solidifying the support of non-tolerance policies


Speaker: Shannon Walker, President, WhistleBlower Security Inc.


Session 4A: Governance for sustainability: enhancing oversight of social and environmental risks and opportunities

11:00 am - 12:15 pm
Key environmental and social issues, stakeholder trust and evolving regulations all point to significant shifts in the context for doing business.


Environmental and social issues present both opportunities and risks and can impact a company’s competitiveness, risk profile and resilience. Effective boards of directors acknowledge this changing business context.


This session will address issues such as:
• what does sustainability mean
• the key social and environmental risks and opportunities that every board should be watching
• embedding sustainability in governance
• implications for directors’ responsibilities
• capacity development and recruiting
• building trust and engaging stakeholders


Speakers: Julie Desjardins, Technical Advisor, Sustainability, Canadian Institute of Chartered Accountants (CICA); Susan Todd, Principal, Solstice Sustainability Works Inc.; Tom Longworth, Director, Port Metro Vancouver


Session 4B: How Technology is Re-Shaping Best Practices in the Board Room

11:00 am - 12:15 pm
This session will discuss the impact of technology on board practicesamd explore issues around board portals, paperless boards and other technologies.


Topics will cover:
• tools that facilitate preparation for board members
• eGovernance technology and essential features of board portals
• effective and efficient use of board members skills, knowledge, time and dedication
• improved information and work flow to and from the boardroom
• confidentiality and access to information
• improving the processes related to communication and information/knowledge transfer between Board members, staff and other stakeholders, as well as among the Board members themselves


Speakers: Cathy Rozman, Board Liaison Officer, Hamilton Health Sciences Corporation; Mary De Frenchi, Vice President, Sales and Accounts, BoardVantage


Session 4C: Enhancing Shareholder Engagement as a Governance Tool

11:00 am - 12:15 pm
The presentation will
• highlight the regulatory, policy and social trends toward increased shareholder engagement and the related benefits and risks
• describe strategies and techniques to balance these benefits and risks and to enable companies to engage with their shareholders more effectively and efficiently
• demonstrate how leading companies are using new mechanisms and technologies to interact with their shareholders in ways that increase shareholder confidence in the board’s oversight of the company’s affairs
• discuss the trends driving increased demands for shareholder engagement • provide insight into the use of new technologies to enhance shareholder engagement


Speakers: Andrew MacDougall, Partner, Osler, Hoskin & Harcourt LLP; Robert Adamson, Faculty, Beedie Business School; and Executive Director, CIBC Centre for Corporate Governance and Risk Management


Session 5A: Practical Considerations for the CD&A and Executive Compensation

1:30 pm - 2:45 pm

This session will address:
• aligning risk assessments with compensation
• performance-based pay • how to benchmark executive and CEO compensation practices
• current and future trends in compensation practices
• identifying compensation peer groups
• compensation committee best practices


Speakers: Dawn Moss, Vice President, Administration and Corporate Secretary, Eldorado Gold Corporation; Paul Gryglewicz, Managing Partner, Global Governance Advisors; Gordon Orlikow, Senior Client Partner, Korn/Ferry International


Session 5B: Bullet Proofing Corporate Minutes: Best Practices and Avoiding Inherent Risks

1:30 pm - 2:45 pm
Proper minute-taking in today’s challenging corporate governance and litigation climate is a missioncritical objective. Minutes are expected to show that the board has complied with relevant standards of performance while also satisfying statutory and regulatory requirements. Hear how to memorialize substantive discussions and decisions in a way that helps protect the corporation and the independent members of the board. Topics include applicable law, use of minutes in litigation, best practices, and ethical considerations.


Speaker: Grant Borbridge, Executive Vice President, Investments and Chief Counsel, Emergo Group of Companies


Session 5C: An Overview of Major Foreign Corrupt Practices Acts and Compliance Approaches

1:30 am - 2:45 pm
Participants will be provided with an overview of the Canadian, American and British foreign corrupt practices acts, discuss enforcement actions and penalties including activities to avoid and ramifications for breaking the law, and hear practical recommendations for compliance with the various acts when doing business internationally. At the end of the session, participants will have gained an understanding of:
• applicable anti-bribery laws when doing business Internationally
• key features of effective compliance programs to avoid potential violations of the acts
• penalties and enforcement actions when laws are violated


Speakers: Jill E. Aebker, Senior Vice President, General Counsel and Secretary, Tim Hortons Inc.; Antonella Deo, Head, Subsidiary Governance Office, Royal Bank of Canada