Canadian Society of Corporate Secretaries 2009 annual conference wrap-up

There hasn’t been a lot of good news in the world of listed companies since July 2008, when the last Canadian Society of Corporate Secretaries (CSCS) annual conference was held in Victoria, BC. This fact was not lost on the board of the CSCS. In fact, as new chairman David Masse pointed out in his opening address, ‘things got so bad with the economy that a lot of people questioned whether we should even do this. I had to fight the voices in my head screaming, Are you mad? Thankfully we persevered, and here we all are.’

The impressive thing about this speech is that Masse made it in front of 170 delegates from many of the country’s leading companies. The room would have been even fuller had a rare hurricane not prevented others from getting to the beautiful but remote St John’s in Newfoundland.

‘It has been a very tough year for all of us; too many people are seeing only the bad. But we all hung tough, and this conference is all about the good,’ explained Masse. The title of this year’s event, the 11th annual conference, was ‘Charting the course and managing the risks’. During the three days of networking, panel discussion and social activities, many delegates did indeed focus on the good things they have been doing to guide their companies through the past year.

Lively discussions
While the panels and smaller breakout sessions featured a wide range of topics and an even broader list of top-class presenters, one theme ran through all sessions: shareholder activism. Unsurprisingly, with such a wide variety of speakers, the panels featured a little controversy. The opening day saw one speaker suggest boards are not even getting close to a complete picture of all shareholder concerns. The solution? Make the investor relations team report to the governance committee.

It was also suggested that companies are getting bad external legal advice regarding Reg FD and shareholder engagement. ‘Reg FD does not stop you from listening,’ said Carol Hansell, senior partner with Davies Ward Phillips & Vineberg. She gave an examination of the shareholder voting process and explained that the ‘plumbing is totally broken.’

One of the biggest challenges facing the corporate secretary at a listed company is getting a true picture of the shareholder base and its opinions on governance issues. The dysfunctional relationship between corporates, the transfer agent, the depository, various brokers, the fulfillment agent and the shareholders is, in Hansel’s opinion, the major hurdle to improved shareholder outreach.

In other sessions, Brad Allen, senior vice president at Laurel Hill Advisory Group, was joined by Poonam Puri, associate professor at Osgoode Hall Law School, and Patricia Olah, special adviser to the chief legal officer at Bell Canada’s parent company BCE, in a lively discussion of the BCE takeover saga. The discussion focused on who the board should ultimately consider above all else: shareholders, bond holders or other stakeholders. Olah suggested that the board had a responsibility to consider the impact of a transaction on all stakeholders, while Puri felt the ultimate legal focus was on shareholders.

In her official conference wrap-up, CSCS president Lynn Beauregard remarked: ‘We would not have had such an incredible success without the incredible speaker lineup, which included Carol Hansell, David Beatty from the Clarkson Centre for Business Ethics and Board Effectiveness, Ken Hugessen of Hugessen Consulting, Dirk Schlimm of Jenoir Management Consultants, Patricia Olah, Tim Rowley of the Clarkson Centre for Business Ethics and Board Effectiveness, Madeleine Bertrand of the Royal Canadian Mint and Gigi Dawe of the Canadian Institute of Chartered Accountants, to name just a few of our cast of 32 experts and practitioners who provided their professional insights on this program. My sincere thanks to them all for their time and efforts.

‘My appreciation also goes out to Sylvia Groves, CSCS chairman and principal of GG Consulting, and David Masse for their tireless enthusiasm as co-chairs and moderators of the event, and to Patricia Parisotto of Discovery Capital and Laurel Savoy from CIBC Mellon Trust for their invaluable insights as members of the conference committee.’

The event was made possible by the support of its sponsors. Laurel Hill Advisory Group was platinum sponsor, Chorus Call provided technology for the conference webcast, and Kingsdale Shareholder Services arranged hotel room subsidies. Other sponsors included Aprio, Bridgeway, Broadridge, CIBC Mellon, Computershare/Georgeson, Diligent, EthicsPoint, ICSA Software, Merrill, Valiant Trust and Westlaw Business.

Discussions were intense, and participants left feeling they were better equipped to deal with the challenges ahead. Attendees were left in no doubt that corporate secretaries and others involved in the governance function have a very significant role to play in improving both board and management function and ultimately improving shareholder value. This conference provided them with even more tools to do so. Many attendees are already marking their calendar for next year, when CSCS will meet in Lake Louise on August 22-25. 

On the agenda

Lynn Beauregard, president of CSCS, put together an impressive and dynamic program that featured an effective balance of tried and tested topics paired with hot new challenges and emerging trends.

Monday

• Evolving role of the Canadian corporate secretary (breakout)
• Plain language disclosure: clarity – the key to transparency (breakout)
• CCGG Governance Gavel Awards for corporate governance
• Putting risk management on the board agenda
• Key relationships for corporate secretaries: managing the balancing act between management, the board and committees
• Annual general meeting

Tuesday

• Governance and risk management best practices in not-for-profit and crown organizations
• Executive compensation: disclosure issues and say on pay
• The corporate secretary’s responsibility in board recruitment and board evaluation (breakout)
• Managing board communications and board meetings in times of risk: agendas, board packages, meetings, minutes and mandates (breakout)
• Key challenges and survival tips for the governance professional in listed companies (breakout)
• Key challenges and survival tips for the governance professional in not-for-profit and crown organizations (breakout)
• Roundtable for listed companies (breakout)
• Roundtable for non-listed organizations (breakout)

Wednesday

• Keynote address: how you can build better boards – David Beatty, Clarkson Centre for Business Ethics and Board Effectiveness
• Implementing a board portal: the nuts and bolts and best practices (breakout)
• Records management and retention (breakout)
• Ask your CSCS board