9TH ANNUAL CORPORATE GOVERNANCE CONFERENCE DRAFT PROGRAM AGENDA. Fairmont Le Manoir Richelieu ~ Charlevoix, Quebec

Transcription

1 9TH ANNUAL CORPORATE GOVERNANCE CONFERENCE DRAFT PROGRAM AGENDA Fairmont Le Manoir Richelieu ~ Charlevoix, Quebec September 9-12, 2007

2 Sunday, September 9, :00 AM 12:30 PM Golf Tournament The Fairmont Manoir Richelieu Course Tours (Whale Watching, Biking, Flavour Trail) Evening: Oscar Night Emcee Jessica Holmes, Comedian, Canadian Air Farce 6:00 PM Opening Night Reception and Dinner AND 3 rd Annual Canadian Coalition for Good Governance (CCGG) Gavel Awards Ceremony Monday, September 10, 2007 Conference Day One 6:00 a.m. Run, Walk or Crawl 7:15 a.m. Breakfast in the Exhibitors hall 8:15 a.m. Opening Remarks from the Co-Chairs Sylvia Groves, Manager, Governance Office and Assistant Secretary, Nexen Inc. David Masse, Corporate Secretary, CGI 8:30 a.m. THE VIEW On Governance: A Lawyer, an Accountant, a Chairman and a Journalist set the stage for what s to come An interactive dialogue on pointing to the key changes in governance, what they mean to Canadian organizations and how to anticipate what will change the landscape over the next year. Ross McKee, Partner, Blake, Cassels Graydon LLP Jim Goodfellow, Vice Chair, Deloitte Touche Gil Bennett, Chairman and Director Brendan Sheehan, Editor-in-Chief, Corporate Secretary Magazine 2

3 10:00 a.m. Mid-Morning Refreshment Break 10:30 a.m. What does the Board need from its Corporate Secretary and governance professionals? A view from public, private and not for profit boards A Director s view on the role of the Corporate Secretary in ensuring Board excellence Roles Responsibilities of Boards and Directors in a new governance era How does Management provide the information and tools for better Board governance The Corporate Governance Professional s role in Maximizing Communications between the Board Management Leading by Example helping your Board Set the tone for Ethics and Integrity Moderator: Beverly Topping, President and CEO, Institute of Corporate Directors 11:30 a.m. New Challenges in executive compensation for Canadian public Companies understanding the practical implications Summary and implications of the CSA's proposed new disclosure rules What are the practical implications for organizations and how to deal with new processes What are the challenges and compensation committee needs Pay for performance: understanding best practices Disclosure: Financial Statements, MDA and Compensation Discussion and Analysis (CDA )(proxy) Insights on the U.S. experience and a review of the first year of U.S. issuers reporting on SEC s executive compensation rules of 2006 John Hughes, Associate Partner, Deloitte Touche Paul Dudek, Chief of the Office of International Corporate Finance in the Division of Corporation Finance, Securities and Exchange Commission (SEC) 12:30 p.m. Luncheon 2:00 3:30 p.m. Afternoon Concurrent Breakout Sessions Breakout A. Governance in Not for Profit organizations: The changing Paradigms and the new accountabilities and responsibilities of NFP Boards and their Governance professionals Breakout B. Minute-taking A practical guide and a discussion of emerging Issues concerns for the Corporate Secretary The new Nuts and Bolts of drafting minutes in a compliance-driven environment Joan Wilson, Vice President and Corporate Secretary, Sunlife Financial Sylvia Groves, Manager, Governance Office and Assistant Secretary, Nexen Inc Hosted and Sponsored by: LexisNexis Martindale-Hubbell Breakout C. Expert panel: NI and the Proxy voting system in Canada Understanding the disparities between registered and beneficial shareholders Understanding and the issues relating to proxy voting Understanding the costs of complying with What can be done to improve the ability of issuers to deal effectively with beneficial owners? What can be done to level the playing field in keeping with all participants reasonable expectations? 3:30 4:00 p.m. Mid-Afternoon Break 4:00 p.m. CSCS Annual General Meeting 3

4 4:30 p.m. Close of Day One 5:30 7:00 p.m. Cocktail Reception Free Evening 6:00 a.m. Run, Walk or Crawl 7:30 a.m. Breakfast in the Exhibitors hall Tuesday, September 11, 2007 Conference Day Two 8:30 a.m. Opening Remarks from the Chairs Sylvia Groves, Manager, Governance Office and Assistant Secretary, Nexen Inc David Masse, Corporate Secretary, CGI 8:45 a.m. A Dialogue with the CCGG Bill Mackenzie, Director of Special Projects, and Paul Schneider, Director of Research, will discuss evolving issues in Corporate Governance and Best Practices. The session will begin with a presentation on the activities of the CCGG, covering issues such as: Majority Voting Best Practice Disclosures Governance Risk Assessment In the second part of the session, Bill and Paul will discuss the CCGG s thoughts on emerging governance issues such as the Passport System and Say on Pay. The intention is for this presentation to be an interactive discussion with the Canadian Coalition for Good Governance. Paul Schneider, Director of Research, Canadian Coalition for Good Governance Bill McKenzie, Director of Special Projects, Canadian Coalition for Good Governance 9:45 a.m. The Changing dynamics of boards and committees: working effectively with more complex governance structures This session identifies ways to create better communication systems and efficiencies in the redefined and expanded governance infrastructure. Managing committees of the Board and the multiple governance stakeholders and influencers in the organization Understanding the ideal communication paths Committee minutes Who is there and who should take them? What to keep in mind for best practices and control processes In Camera sessions defining best practices Board efficiency/how much should be delegated to the committee level What should be in committee minutes, who is there and who should take them? Moderator: Sylvia Groves, Manager, Governance Office and Assistant Secretary, Nexen Inc. Patricia Callon, Corporate Director and Consultant, Ontario Securities Commission 10:45 a.m. Mid-Morning Refreshment Break 11:15 a.m. MANAGEMENT STRUCTURES AND SYSTEMS FOR WALKING THE TALK ON ETHICS AND COMPLIANCE - Avoiding the dangerous tipping point of Talking without walking. The focus of this presentation is to get the audience to question received wisdom on the ethics and compliance structures put forward by the army of consultants and others and to be realistic about the huge challenges in developing the culture of ethics and compliance as opposed to a program of ethics and compliance. The critical role of leaders across the corporate organization in establishing the culture of ethics. 4

5 Ethics and Compliance culture demands more than Codes; how do employees and officers internalize the words. The need to internalize the culture of ethics and compliance into daily routines and commercial actions. Treating hotlines as invitations to ask questions and create institutional memory rather than just point out blame and wrongdoing. Evaluating the strength of the culture of ethics and compliance and developing fair investigating processes. Accountabilities, review and reporting in the corporate hierarchy; the need for proper oversight and credibility. Internal/External audits and verification as the final barrier against turning the culture of ethics and compliance into public relations. Evergreening and continuous improvement. Moderator: David Childers, President CEO, EthicsPoint Inc. Speakers Errol Mendes, Professor of Law at the University of Ottawa David Masse, Corporate Secretary, CGI Hosted and Sponsored by: LexisNexis Martindale-Hubbell 12:15 p.m. Luncheon 2:00 p.m. Afternoon Breakout Sessions Breakout A. Governance in Not for Profit Organizations: The changing Paradigms and the new accountabilities and responsibilities of NFP Boards and their Governance professionals Breakout B. Minute-taking A practical guide for the Corporate Secretary on Emerging Issues Concerns The Nuts and Bolts of Drafting Minutes in a compliance-driven environment 'Resolutions', the need for certified resolutions and other such matters Joan Wilson, Vice President and Corporate Secretary, Sunlife Financial Sylvia Groves, Manager, Governance Office and Assistant Secretary, Nexen Inc Hosted and Sponsored by: LexisNexis Martindale-Hubbell Breakout C. Expert panel: NI and the Proxy voting system in Canada Understanding the disparities between registered and beneficial shareholders Understanding and the issues relating to proxy voting Understanding the costs of complying with What can be done to improve the ability of issuers to deal effectively with beneficial owners? What can be done to level the playing field in keeping with all participants reasonable expectations? 3:30 p.m. Closing Plenary Session Group Therapy A highly engaging session you will not want to miss! 6:00 p.m. Casual BBQ dinner 6:00 a.m. Run, Walk or Crawl 7:30 a.m. Breakfast in the Exhibitor s hall Wednesday, September 12, 2007 Workshops: 8:30 a.m. 12:00 pm. Workshops 5

6 D. Senior Issuer roundtable This highly engaging and practical session provides opportunities for senior corporate secretaries across all organizations, to discuss common challenges and how to increase their contribution to organizational success during these changing and challenging times. A participatory approach that will glean key challenges and the strategic role that today s corporate secretary needs to have. Key outcomes include providing: A forum where senior secretaries can raise, discuss and solicit input on issues of greatest importance/relevance to them with their peers; It will ensure the focus and appropriateness for senior secretaries is preserved; A facilitated, highly interactive and participative session reflecting the issues of greatest importance to senior secretaries; Delegates signing up for this workshop will be polled in advance to identify issues that would then be crafted into an agenda; Selected participants will be asked to develop and present a discussion starter on each agenda item; all participants will then be invited to share perspectives and experiences for the benefit of the group; The outcome of the forum would be a paper that would reflect the discussion and would be made available to CSCS members. John Dinner, President, John T. Dinner Board Governance Services E. Essentials for the Corporate Governance Professional: A Comprehensive Framework for Effective Governance and Emerging Issues This workshop will provide newcomers to the governance field with the basic principles of effective governance. As well, the workshop will identify and encourage discussion of emerging areas of challenge and concern for boards, corporate secretaries and senior management, such as: the role of the board in risk management and strategy; CEO succession planning and performance evaluation and turning good directors into great directors. The role of the board in corporate governance Understanding the legal and business framework for corporate governance The new proposed corporate governance guidelines Creating and maintaining effective boards Directors and Management: Managing the Managers Directors and Shareholders: Roles, Responsibilities, Opportunities and Challenges Janis A. Riven, LLB, BCL, MBA, FCIS, President, Chartered Secretaries Canada F. Financial Literacy 101 for Corporate Secretaries *The Program is subject to change without notice. Additional speakers to be confirmed. CSCS Annual Corporate Governance Conference is a must-attend event! 6

7 The conference attracts over 200 senior level executives and professionals from leading corporations across Canada in the following areas: The corporate secretarial and governance function Corporate shareholder services Investor relations The corporate/legal counsel function Finance and compliance Corporate communications Companies providing services to the above, i.e., proxy solicitors, bank trust officers, legal counsel, financial printers and paralegals in private practice. Participants are provided with an opportunity to receive relevant and up-to-date information about the changing face of corporate governance both nationally and globally. WHO SHOULD ATTEND Corporate Secretaries Assistant Secretaries Corporate Counsel CFO Controller Shareholder Communications Investor Relations Professionals Corporate Directors Chairman Risk Compliance Officers CEO WHY YOU SHOULD ATTEND THIS CONFERENCE The CSCS Annual Conference has established itself as the premier conference and networking event in the field of Corporate Governance over these last 9 years. Over 200 delegates joined us in Kelowna, BC last year and we are proud to host this year s conference in stunning (Charlevoix, Québec). This event brings together participants from all across Canada and is a unique opportunity to network with your colleagues, provides invaluable opportunities to exchange ideas, challenges and share best practices. It is imperative that you stay on top of the current trends and regulatory requirements and benchmark your success as well as your areas of new opportunities and risks. TO REGISTER: For more information on the program or sponsorship opportunities, contact: Lynn Beauregard or Leya Duigu Canadian Society of Corporate Secretaries 55 St. Clair Avenue West, Suite 255 Toronto, Ontario M4V 2Y7 Tel: (416) Fax: (416) All images courtesy of Fairmont Hotels Resorts 7