Directors Source News

Chartered Professional Accountants   May 2017      Français
Directors Source News

In This Issue

Regulatory Matters
Professional Development
Governance Research and Other Resources
Off the Shelf


Regulatory Matters

Regulations For CBCA's New Diversity, Majority Voting And Notice-For-Access Provisions

~ Stikeman Elliott LLP

The Government of Canada has released proposed regulations to accompany the proposed amendments to the Canada Business Corporations Act (CBCA) under Bill C-25 (discussed here). These proposed regulations add detail to Bill C-25's three major themes: 1) Diversity disclosure; 2) Majority voting in uncontested director elections; and 3) Internet-based provision of meeting materials to shareholders (notice-and-access).

The proposed regulations were published on December 13, 2016 and will not come into effect until Bill C-25 itself takes force (it has passed second reading). Bill C-25 is primarily an effort to bring the CBCA into alignment with recent developments in Canada's securities laws and stock exchange rules.

Final Proxy Voting and Meeting Vote Reconciliation Protocols

~ Canadian Securities Administrators

The CSA has published the final form of CSA Staff Notice 54-305 Meeting Vote Reconciliation Protocols (Final Protocols) for enhancing the procedures involved in the tabulation of proxy votes for shares held through intermediaries. While the implementation of the Final Protocols is voluntary, CSA staff intend to monitor implementation over the next two proxy seasons.

Regulatory Sandbox Initiative

~ Canadian Securities Administrators

The CSA recently launched a regulatory sandbox, an initiative that supports businesses seeking to offer innovative products, services and applications. The objective of this initiative is to facilitate the ability of those businesses to use innovative products, services and applications all across Canada, while ensuring appropriate investor protection. The regulatory sandbox is open to business models that are truly innovative from a Canadian market perspective. The CSA will assess the merits of each business model, on a case-by-case basis, and businesses that register or receive relief could be permitted to test their products and services throughout the Canadian market.

TSX Provides Guidance on Director Election Requirements

~ Toronto Stock Exchange

Just in time for the 2017 shareholder meeting season, the TSX has released new guidance regarding its majority voting requirements and the use of advance notice policies. While there are no new rules relating to these two director election issues, the notice provides guidance to help issuers comply with the existing rules and includes examples of policy provisions that do not comply.

CSA Reports on Cybersecurity Disclosure Review

~ Blake, Cassels & Graydon LLP

On January 19, 2017, the Canadian Securities Administrators (CSA) published Staff Notice 51-347 Disclosure of Cyber Security Risks and Incidents which reports on their broad-ranging review of the filings of the 240 constituent issuers in the S&P/TSX Composite Index concerning their disclosure of cybersecurity issues. The review focused on how cybersecurity issues have been addressed in risk factor disclosure, as well as disclosure about any previous cybersecurity incidents.

Professional Development

Translating Strategy into Action: A Guide for Not-for-Profit Senior Leaders

~ May 30-31 & August 17-18, 2017 − Toronto

~ October 12-13 & November 23-24, 2017 − Vancouver

Participants must attend both dates in their city.

This workshop explores the challenges facing today’s not-for-profit leaders using a combination of individual and group activities, case studies, videos and facilitator-led discussion. Phase I focuses on creating a strong strategic plan to achieve buy-in from your Board of Directors and stakeholders. Phase II addresses the operational side of business and how to bring your organization’s vision to life. This program (maximum 25 participants) offers a premium experience that integrates personalized and small group coaching, along with targeted NFP tools and resources to support your learning and professional development.

The Road to Directorship: Getting Board-Ready

~ Multiple locations and dates

Getting yourself board-ready is a journey that needs to start long before you can join your first corporate board. CPA Canada, in conjunction with Women Get on Board and the provincial CPA bodies, is hosting a series of local, live roundtables for mid-career CPAs to start their journey to getting board-ready. Each roundtable event will be led by directors who currently serve on corporate boards, helping participants gain practical insights and information on the sought-after skills that boards look for.

Subsidiary Governance: A Critical Tool for Risk Management

~ May 17, 2017 − Toronto

Subsidiary governance has moved from an emerging area to one of increased global focus. Courts worldwide are demonstrating a willingness to entertain the idea of piercing the corporate veil for an evolving tort of human rights abuse. Regulators are showing an increasing interest in parent company accountability and management liability for subsidiary oversight. Companies must find ways to ingrain ethical standards and an environmental and social governance conscience throughout multi-faceted enterprises. Join some of the leading practitioners and academics from across Canada and the United States for this event and learn more about how to build an effective subsidiary governance framework in your organization.

Governance Essentials for the Corporate Secretary

~ June 12-13, 2017 − Calgary

This two-day seminar will help get you up to speed and expand your corporate secretariat skill set. It will examine the responsibilities, roles and accountabilities of the corporate secretary's position, explore best practices and provide practical solutions to current governance challenges. It will benefit anyone new to the profession and also provide a refresher and updates to those in the organization responsible for governance processes and/or compliance processes.

Annual Corporate Governance Conference

~ August 20-23, 2017 − St. John's, NL

This event features expert panels, workshops and breakout sessions on top of mind issues and the evolving corporate governance landscape in Canada and internationally. It is a unique opportunity to network with colleagues, experts, practitioners and provides opportunities to exchange ideas, to discuss current challenges and to share best practices.

This year's conference will feature streams on leading practices in governance, the board and the corporate secretary, critical issues in governance, and trending in governance as well as sector- and topic-specific roundtable discussions, plenary panels and keynote speakers.

Certification Programs for Governance Excellence

~ ICSA Canada

The Institute of Chartered Secretaries and Administrators in Canada represents certifications in governance excellence in Canada that support all professional levels within your organization including the corporate secretary and board directors. Experienced individuals carrying the CPA designation can benefit from up to six exemptions as fast trackers in the chartered secretaries qualifying scheme. To learn more about how you can earn the globally recognized designation by June 2018: Phone: 613-595-1151; 1-800-501-3440 or email:


Governance Research and Other Resources

The Perils for Poorly Performing CEOs

~ The Conference Board

One of the most important strategic risks a board of directors manages is the succession of its chief executive officer. To provide guidance for this process, CEO Succession Practices: 2016 Edition analyzes all CEO succession events at S&P 500 companies over the last 15 years, with additional analysis based on the 2016 survey. Among the findings: in a significant shift from the past, many public companies now delegate CEO performance oversight to the board compensation committee. Policies that permit a departing CEO to remain on the board are waning as companies seek to avoid undermining new leadership or board independence.

Can Climate Change Transform How You Do Business?

~ EY

As the momentum to transition to a low carbon, climate-resilient economy rapidly accelerates, it is creating both long-term risks and opportunities requiring careful attention. From a board governance perspective, prudent oversight of climate change risk, as well as compliance and disclosure requirements, is increasingly more complex and important. Boards will also have to ensure the organization is taking a long-term view on innovating business models through disruption and managing shareholder expectations about how these may affect investment holdings. Balancing near-term results with long-term growth in enterprise value has never been more challenging.

Missing Pieces Report: The 2016 Board Diversity Census of Women and Minorities on Fortune 500 Boards

~ Deloitte / ABD

This multi-year study published by Deloitte and the Alliance for Board Diversity for the 2016 census provides metrics on the slow change of diversity in the boardroom. While the report highlights the progress to date that has been made for women and minorities on corporate boards, the gains have been negligible and not representative of the broad demographic changes seen in the United States in the same period of time. It may help to guide corporations and advocates toward future improvements in minority and women board participation.

Survey Finds Investors Want More Engagement with Directors

~ Morrow Sodali

Results of the Annual Institutional Investor Survey 2017 conclude that better disclosure of Environmental, Social, and Governance (ESG) practices, increased access to board members, disclosure of a board skills matrix, a robust board evaluation process and pay for performance are among their key areas of concern. Nearly three-quarters (72%) indicated that board members are their preferred audience when engaging with companies.

Resources for Boards

~ CPA Canada

CPA Canada is committed to supporting boards of directors and offers a variety of high-quality guidance and support tools. The two publications Corporate Oversight & Governance Summary Resource Guide and the Not-for-Profit Governance Summary Resource Guide provide summaries of resources for boards, including: 20 Questions series, director briefings, board bulletins, webinars, and more.

Survey on Board Positions Held by CPAs Goes to Field in June

~ CPA Canada

As part of the CPA Profession Compensation Survey, which is conducted every two years, CPA Canada will be asking members about the types of boards they serve on and, if applicable, the compensation they receive for serving on boards. In June, members will receive an invitation to participate in the survey and, if you are a member, we encourage you to participate.  Results will be shared in the November 2017 edition of Directors Source News.  The survey will be conducted by Nielsen on behalf of CPA Canada.  All results will be kept strictly confidential. If you have any questions regarding the survey, please contact Paul Long, manager, marketing and marketing research, at

Off the Shelf

Ten Basic Responsibilities of Nonprofit Boards, Third Edition

~ BoardSource

This book not only explores the board's 10 core responsibilities, it also puts them into the context of the governance challenges facing nonprofits today. It clarifies and distinguishes the board's responsibilities from those of the chief executive and senior staff. In addition, it includes two appendixes, one covering the individual responsibilities of board members and the other providing a sample self-assessment for individual board members. Recently updated to include a deeper discussion of the role that advocacy plays in the responsibilities of nonprofit boards.


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Directors Source News - February 2017