The Canadian Society of Corporate Secretaries 12th Annual Corporate Governance ConferenceThe Fairmont Chateau Lake Louise | Lake Louise, AB | August 22 - 25, 2010

Scaling New HeightsGovernance in a Changing Landscape

Canadian Society of Corporate Secretaries55 St. Clair Ave. W, Suite 255 • Toronto, ON M4V 2Y7

1-800-774-2850 • 416-921-5449 • info@cscs.org • www.cscs.org

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Name Badge Legend

Sponsors

Speakers

Directors

Members

Staff

Board of DirectorsSylvia Groves (Chair)Governance AdvisorGG ConsultingCalgary, AB

David Masse (Vice Chair)Senior Legal Counsel and Assistant Corporate SecretaryCGI Group Inc.Montreal, QC

Daryn MacEachern (Secretary)Assistant Corporate SecretaryTalisman Energy Inc.Calgary, AB

Joan Wilson (Treasurer)VP & Corporate SecretarySun Life Financial Inc.Toronto, ON

Mary Batoff (Director)Vice President, Legal & SecretaryFirst Uranium CorporationToronto, ON

Karen Dunfee (Director)Corporate SecretaryTeck Resources LimitedVancouver, BC

Janis McKenzie (Director)Manager, Share Compensation PlansSun Life Financial Inc.Toronto ON

Patricia Parisotto (Director)Corporate SecretaryDiscovery Capital Management CorpVancouver, BC

Laurel Savoy (Director)VP Trust ServicesCIBC Mellon TrustToronto, ON

Lynn Beauregard (President)Canadian Society of Corporate SecretariesToronto, ON

Table of ContentsWelcome ........................................................... 3 Program at a Glance .......................................... 4Venue Floor Plan ................................................ 5Exhibitors’ Hall Floor Plan ................................... 6Full Program ...................................................... 7Networking and Social Activities ...................... 11Speaker Bios .................................................... 12Become a Member ........................................... 20Corporate Profiles ............................................ 21Sponsors .......................................................... 27Save the Date .................................................. 28

Board of Directors, Table of Contents, Name Badge Legend

ConferenceCommittee:

Sylvia Groves

Patricia Parisotto

David Masse

Laurel Savoy

CSCS Staff:Lynn Beauregard, President

Tina Hutchinson, Manager, Events & Special Projects

Pamela Smith, Director, Membership & Administration

Senait Ghebru, Controller

Seare Araya, IT Administrator

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Monday, August 23, 2010

Dear Conference Delegate,

On behalf of CSCS, welcome to the Twelfth Annual CSCS Conference on Corporate Governance!

We are pleased to provide you with this detailed on-site program to serve as your guide for the next few days of sessions and events.

We took great care, again this year, to develop sessions that would have a broad appeal and others with more tailored issues for listed issuers, or non-listed companies (not-for-profit, private or crown corps), so as to offer you a more customized program to meet your needs.

CSCS would like to thank all of our speakers for the generous time and effort they have put into their participation at this event. We are also very grateful to the following directors of CSCS for their insight and guidance in the development of this year’s program agenda:

• SylviaGroves,GGConsulting• PatriciaParisotto,DiscoveryCapitalManagementCorp• LaurelSavoy,CIBCMellon• DavidMasse,CGIGroupInc

As well, a special thank you to Angela MacLeod from the Canadian Electric Association for her valuable input.

Last but not least, CSCS wishes to acknowledge and thank its generous sponsors, whose support for this event is a key contributor to our ability to provide you with what we hope will be a wonderfully valuable conference experience.

We encourage you to enter the Passport Program Draw for a chance to win one of two daily draws for Air Canada Vacations gift certificates, each valued at $1,875!

A reminder to all of our members attending, the Annual meeting of members of the Canadian Society of Corporate Secretaries (CSCS) will be held in the Mount Temple Room on Monday, August 23, 2010 at 4:30 p.m.

Thank you for your attendance and for your continued support of CSCS. We hope you enjoy this event, our sessions, speakers, social activities, etc….and we look forward to your feedback!

Sincerely,

Lynn BeauregardPresident

Welcome Delegates

CLE Credit NoticeThe Law Society of British Columbia has approved the conference for 16 hours of continuing legal

education (CLE) credit. CSCS will issue certificates of attendance to any attorneys interested in CLE credit.

4 Program at a Glance

Pre-conference Day – Sunday, August 22, 2010Morning/Afternoon

12:00 pm – 5:00 pm Registration

5:00 pm – 5:45 pm First-timers Welcome Reception Hosted by: CSCS

5:45 pm – 6:45 pm 6:45 pm – 10:00 pm

Opening Cocktail ReceptionDinner and Entertainment Sponsored by: Corporatek

Day One – Monday, August 23, 20107:30 am – 9:00 am Registration and Continental Breakfast - Day 1 of Passport Program

9:00 am – 12:00 pmBreak: 10:30 am – 11:00 am

The Corporate Secretary’s Role in Achieving Board Excellence: Making Your Board a True Asset to Your Company

Evolving Roles, Responsibilities and Challenges of Corporate Secretaries and Governance Professionals

12:00 pm – 1:30 pm CCGG Gavel Awards Ceremony and Luncheon

1:30 pm – 1:45 pm Opening Remarks from the Co-Chairs

1:45 pm – 2:45 pm Advising and Guiding Boards and Directors in a new Age of Governance

2:45 pm – 3:15 pm Break

3:15 pm – 4:15 pm Corporate Governance and Financial Accountability After the Global Financial Crisis – An Update

4:30 pm – 5:00 pm Annual General Meeting

Evening An Evening in Banff

Day Two – Tuesday, August 24, 20107:30 am – 8:30 pm Registration and Continental Breakfast - Day 2 of Passport Program

8:30 am – 8:45 am Opening Remarks from the Co-Chairs

8:45 am – 10:00 am Developments in the Review and Reform of the Proxy Voting System in CanadaSponsored by: Broadridge Investor Communication Solutions, Canada

Governance, Accountability and Transparency in Non-Issuer Organizations

10:00 am – 10:30 am Break

10:30 am – 11:30 am Guidance on Executive Compensation Disclosure and Say-on-PaySponsored by: Laurel Hill Advisory Group

Strategy Setting and Risk Management in Non-Issuer Organizations

11:30 am – 12:30 pm Disclosure and Record-Keeping in a Compliance-Driven Environment

Board and Individual Director Performance Evaluations

12:30 pm – 1:45 pm Lunch

1:45 pm – 2:45 pm Corporate Secretary Magazine Think Tank: Managing Systemic Risk, Ethics and Integrity in a Post-Economic/Post-Governance Crisis EraSponsored by: EthicsPoint

Corporate Social Disclosure in Canada

2:45 pm – 3:15 pm Break

3:15 pm – 4:15 pm The Impact of Technology on Corporate GovernanceSponsored by: Corporatek

Are You and Your Board Ready for IFRS?Sponsored by: RR Donnelly

4:15 pm – 5:15 pm Roundtable 1 (Crowns): Enhancing Crown Governance

Roundtable 2 (Not-for-Profit):Navigating the Changing Not-for-Profit Environment

Roundtable 3 (Small to Mid Size Issuers):Unique Challenges

Roundtable 4 (Large Issuers)

7:00 pm – 11:45 pm Western Dinner and Dance Sponsored by: Laurel Hill Advisory Group

Day Three – Wednesday, August 25, 20108.00 am – 8:30 am Continental Breakfast

8:45 am – 9:45 am Breakfast and Keynote Address

9:45 am – 10:00 am Break

10:00 am – 11:30 am Board Committees: Improving Performance, Structure, Reporting, and Quality

Planning and Project Management as Powerful Tools for the Corporate Secretary’s Office

Golf Half day tours Full day tours

5Venue Floor Plan

6 Exhibitors’ Hall Floor Plan

Exhibitors’ Hall Floor PlanTemple Ballroom & Heritage Hall

1 - Kingsdale Shareholder Services Inc.2 - BoardVantage 3 - Chorus Call Canada Corporation 4 & 5 - Corporatek 6 - Westlaw Business7 - Laurel Hill Advisory Group8 - Merrill Corporation Canada9 - Diligent Board Member Services, Inc.10 - ICSA Software

11 - CIBC Mellon Trust Company12 - Toronto Stock Exchange | TSX Venture Exchange13 - RR Donnelley14 - Broadridge15 - NASDAQ OMX16 - Clearing and Depository Services Inc.17 - Bridgeway Canada18 - Computershare Georgeson19 - Valiant Trust Company20 - Corporate Traveller

Exhibitor Giveaways!

Corporate Traveller (Booth #20) Travel credit for flights anywhere in Canada Valiant Trust (Booth #19) iPod Touch 8GBComputershare Georgeson (Booth #18) Apple iPad 16GB WiFiChorus Call (Booth #3) Spa gift certificate

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Workshop 1: The Corporate Secretary’s Role in Achieving Board Excellence: Making Your Board a True Asset to Your Company 9:00 am - 12:00 pm Beehive/LakeshoreBeverly Behan, co-author of “Building Better Boards: A Blueprint for Effective Governance” and columnist for BusinessWeek.com’s “The Boardroom,” will lead a discussion on turning an average board into an outstanding one: • Gettingtherightpeoplearoundthetable• Whatboardshatemostaboutpre-readingmaterials• Addingvitalitytoboardmeetings• Thetoneatthetop:whyleadershipmattersinthe

boardroom• Whatitmeans―andwhatittakes―tobeagoodchair• Theboard’smostimportantwork—CEOsuccession

planning and board engagement on strategyModerator: Beverly Behan, Columnist, “The Boardroom”, Bloomberg BusinessWeek; Founder, Board Advisor, LLC

Workshop 2: Evolving Roles, Responsibilities and Challenges for Corporate Secretaries and Governance Professionals9:00 am - 12:00 pm Mount Temple BallroomDr. Chris Bart will provide expert insight into key areas of governance and board performance in an era of increased scrutiny:• Howthecorporatesecretarycanpromoteacultureof

good governance• Beingeffective,confident,andcorrect:whatthecorporate

secretary needs to know• Wherearetheobstacles?Howcantheybeavoidedor

overcome?• Furtheringcollaborationbetweentheboardand

management in support of your organization’s strategy and mandate

Moderator: Chris Bart, Professor of Strategic Market Leadership, DeGroote School of Business, McMaster University; Principal and Lead Professor, The Directors College, DeGroote School of Business, McMaster University

Keynote: Advising and Guiding Boards and Directors in a new Age of Governance1:45 pm - 2:45 pm Mount Temple Ballroom• Anoverviewofcurrentandnewgovernancechallengesandconcerns• Whatdoesaboardneedfromitscorporatesecretaryandgovernanceprofessional?• Helpingtheboardmakebetterdecisionsinanageofincreasedscrutiny• Howtohelpfosteracultureofgoodgovernance• Howtobeacatalystforboardchangeandimprovement• Supportingbestpractices―processesandcultureSpeaker: Carol Hansell, Senior Partner, Davies Ward Phillips & Vineberg LLP

Keynote: Corporate Governance and Financial Accountability After the Global Financial Crisis – An Update3:15 pm - 4:15 pm Mount Temple BallroomThere have been significant changes to corporate governance standards since late 2009. Join governance expert and columnist Dr. Richard Leblanc for a plenary update that highlights the most salient changes:• Comprehensiveupdatesoninternationalcorporategovernanceregulatoryreformsandbestpracticecodes;• Riskgovernancechanges,includingrisk-adjustedcompensation;• Executivecompensationoversightbestpractices,includingpay-for-achievement,oversightframeworkforthewholeentity,

andassuranceprocesses;• Nominatingandgovernancereform,includingdiversitypolicies,leadershipstructure,industryknowledge,corecompetencies

forsignificantinfluencefunctions,non-technicalskillsandbehaviours,andexternalboardevaluation;Speaker: Richard Leblanc, Associate Professor, Faculty of Liberal Arts & Professional Studies, York UniversityPresented by: Canadian Institute of Chartered Accountants (CICA)

Session DescriptionsMonday, August 23, 2010

Full Program

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Stream B: Governance, Accountability and Transparency in Not-for-Profit and Crown Organizations8:45 am - 10:00 am Beehive/Lakeshore• Theimportanceofgovernance,accountabilityand

transparency for non-issuers• Accountabilitytostakeholders• Managingtheincreasinginterestofregulators,

stakeholders, and the public in the governance and management of non-issuer organizations.

• Howtodevelopacultureofgoodgovernance, accountability and transparency.

• AnnualreportingModerator: Beth Deazeley, LLB, Principal, Risk Oversight and Governance, Canadian Institute of Chartered AccountantsSpeakers: Charlie Fluit, Vice President, Corporate Services and Chief Financial Officer, World Vision Canada; Carrie Roussin, Executive Director, Governance, Government Operations Sector, Treasury Board Secretariat of Canada, Government of Canada

Sponsored by:

Stream A: Guidance on Executive Compensation Disclosure and “Say on Pay”10:30 am - 11:30 am Mount Temple Ballroom• AnupdateonCanadianexecutivecompensationdisclosure

issues: requirements, timelines and compliance • Payforperformancecriteria• “SayonPay”―Canada’svoluntarystandard• Clawbacksanddeferrals• Understandinghowriskrelatestopay• Shareholdervotingoncompensation:importantconsiderations• risk-mitigatingpayanddisclosurepracticesModerator: Brad Allen, Senior Vice President, Laurel Hill Advisory GroupSpeakers: Stephen Griggs, Executive Director, Canadian Coalition for Good Governance; Ken Hugessen, President & CEO, Hugessen Consulting Inc.

Stream B: Strategy Planning and Risk Management in Non-Issuer Organizations10:30 am - 11:30 am Beehive/Lakeshore• Theimportanceofstrategicplanningandriskmanagement• Theroleofthegovernanceprofessionalorriskofficer• Howtosupportyourboardincreatingyourorganization’s

risk management plan • Ensuringtheplanaddsnewfocus,disciplineand

procedures. Speaker: John Fraser, Vice President, Internal Audit & Chief Risk Officer, Hydro One Networks Inc.

Stream B: Board and Individual Director Performance Evaluations11:30 am - 12:30 pm Beehive/LakeshoreDoes your board-evaluation process add value or just “tick the box”forcompliancepurposes?Foranytypeoforganization,awell-crafted assessment tool• iseasytoadministerandrespectsyourdirectors’time• seeswhereboardandmanagementarealigned―andfinds

areas of disconnect that need to be addressed• flagsopportunitiesforimprovedcommunicationand

director educationExplore various assessment formats including questionnaires, third-party evaluations, interview processes and 360o management evaluations. Learn how technology and outsourcing can improve the evaluation process, save time and make evaluations a valuable resource for your organization.Speaker: Sylvia Groves, Principal, GG Consulting

Stream A: Disclosure and Record-Keeping in a Compliance-Driven Environment11:30 am - 12:30 pm Mount Temple Ballroom• Bestpracticesintransparencyandcompliance• Statutoryliabilityfortimelydisclosure,misrepresentations,

omissions, misstatements, and materiality • Theroleofminutesandthewrittenrecord• Complyingwithrequirementsfordisclosureofcorporate

governance practices Speaker: Ross Mckee, Partner, Blake, Cassels & Graydon LLP

Stream A: Developments in the Review and Reform of the Proxy Voting System in Canada8:45 am - 10:00 am Mount Temple Ballroom• Directorelectionswithoutthebroker’svote• Majorityandslatevoting• Openaccesstotheproxy• “SayonPay”proposals• Hedgefundinfluence• Theinfluenceofproxyadvisoryfirms• Theneedforinvestoreducation• Over-votingandemptyvoting• NoticeandaccessrulesupdateModerator: Patricia Rosch, President, Broadridge Investor Communication Solutions, Canada Speakers: Richard Fridman, Partner, Davies Ward Phillips & Vineberg LLP; Carol Hansell, Senior Partner, Davies Ward Phillips & Vineberg LLP; David Masse, Senior Legal Counsel and Assistant Corporate Secretary, CGI Group Inc.

Sponsored by:

Full Program

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Stream A: Corporate Secretary Magazine Think Tank: Managing Systemic Risk, Ethics and Integrity in a Post-Economic/Post-Governance Crisis Era1:45 pm - 2:45 pm Mount Temple BallroomBehavioral Governance – Is it the next frontier for the corporate secretary?• Havewelearnedlessonsfromboardfailures?• Whatroledoesthecorporatesecretaryplaytoensurerisk

managementandintegrityinboardoversight?• Systemicrisk:changingthecultureandroleofboards• Theboard’sroleinoverseeingmanagement’sjudgment

and behaviour • OrganizingbehavioralandsystemicriskboardauditsModerator: Brendan Sheehan, Executive Editor, Corporate Secretary Magazine, Cross Border PublishingSpeakers: David Childers, CEO & President, EthicsPoint Inc.; Errol Mendes, Professor, Faculty of Law, University of Ottawa

Sponsored by:

Stream B: Are You and Your Board Ready for IFRS?3:15 pm - 4:15 pm Beehive/Lakeshore• UnderstandingInternationalFinancialReportingStandards

(IFRS) from a governance perspective: impact of IFRS on boards, especially audit committees

• Disclosurerequirementsofexpectedchangesinaccounting policies related to change in IFRS

• Whatshouldtheboard’srolebeinthetransitiontoIFRS?• RelatedrisksandcontrolsXBRL–WhatiseXtensibleBusinessReportingLanguage?• Roadmaptoadoption• Relatedrisksandcontrols• Whatarethebenefits?• Internalandexternalreporting• adoptingXBRL:aglobalperspectiveModerator: John Truzzolino, Director, Electronic Services, RR Donnelley, Global Capital MarketsSpeakers: Rhonda Bashnick, VP Finance, Shaw Communications Inc.; Doug Bowles, Vice President and Controller, Pengrowth Corporation; Gigi Dawe, Principal, Risk Oversight and Governance; National Practice Leader, Governance, Strategy and Risk Management, Canadian Institute of Chartered Accountants

Sponsored by:

Stream A: The impact of Technology on Corporate Governance3:15 pm - 4:15 pm Mount Temple BallroomThis session focuses on emerging technologies and systems for enabling governance and disclosure processes:• Howistechnologyaffectinggovernance(boardwebsites

andsolutions,videoconferencing,digitaltechnologyetc.)?• Howcanyouincreasegovernanceeffectiveness,reduce

time and costs of managing the board and board reportingefficiencies?

• Whatsolutionsandsystemscanhelpmakeyourgovernanceofficemoreefficient?

• Whataretherisksandopportunitiesfororganizationsusingsocialmedia?

• Whatprivacyanddisclosureissuesisyourorganizationexposedtobysocialmedia?

Moderator: Sandra Starr, Project Manager, Sales and Marketing, CorporatekSpeakers: John Kidder, President, APRIO Inc.; Doug Lacombe, President, Communicatto

Sponsored by:

Stream B: Corporate Social Disclosure in Canada 1:45 pm - 2:45 pm Beehive/LakeshoreThe world no longer thinks of financial markets as isolated from social issues like human rights or climate change. And there is a growing body of research to support the view that investors need information about a company’s social and environmental risks, policies and performance – in addition to its governance practices – to make an informed investment decision.Whatiscorporatesocialdisclosure?Shoulditberegulated,or should regulators provide a combination of guidance and monitoring?Whatdoothercountriesdo?Andwhatdoesthismeanforcorporategovernance?This comprehensive seminar discusses:• Thegapintoday’scorporatesocialdisclosure• Internationalrequirementsandstandards• Movingtoanaffirmativedisclosure‘regime’and

compliance monitoring • Implementation:clarifyingmateriality,standardizing

performance indicators• NewchallengesforcompaniesandtheirboardsSpeakers: Catherine Gordon, President, SimpleLogic Inc.; Ed Waitzer, Director, Hennick Centre for Business and Law, York University, Partner, Stikeman Elliott LLP

Full Program

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Roundtable 1 (Crown Corporations)Enhancing Crown GovernanceModerator: Carrie Roussin, Executive Director, Governance, Government Operations Sector, Treasury Board Secretariat of Canada, Government of Canada

Beehive Room

Roundtable 3 (Small to Mid Size Issuers)Unique ChallengesModerator: Laura O’Neill, Director of Law and Policy, Shareholder Association for Research and Education

Plain of Six Glaciers Room

Roundtable 2 (Not-for-Profits)Navigating the Changing Not-for-Profit EnvironmentModerators: Beth Deazeley, Principal, Risk Oversight and Governance, Canadian Institute of Chartered Accountants; Charlie Fluit, Vice President, Corporate Services and Chief Financial Officer, World Vision Canada Lakeshore Room

Roundtable 4 (Large Issuers)Moderator: David Masse, Senior Legal Counsel and Assistant Corporate Secretary, CGI Group Inc.

Mount Temple Ballroom

Wednesday, August 25, 2010

Breakfast and Keynote Address: A Director’s Perspective8:45 am - 9:45 am Mount Temple BallroomDavid Beatty, Conway Director, Clarkson Centre for Business Ethics & Board Effectiveness; Professor of Strategic Management, Rotman School of Management, University of Toronto

Stream A: Board Committees: Improving Performance, Structure, Reporting, and Quality10:00 am - 11:30 am Mount Temple Ballroom• Definingtherelationshipbetweencommitteesandthe

board of directors• Bestpracticesincomposition,mandate,and

remuneration• Definingtherelationshipbetweencommitteesand

management• Whatneedstobedelegatedtospecialcommittees• Bestpracticesincommitteereportingtotheboard• TheroleofthecorporatesecretarySpeaker: David Brown, Executive Director, Brown Governance Inc.

Stream B: Planning and Project Management as Powerful Tools for the Corporate Secretary’s Office10:00 am - 11:30 am Beehive/LakeshoreAs our practice evolves, corporate secretaries are stretched to the limit juggling multiple projects with their operational responsibilities. In this interactive session, Planning Group President, Peter Wright, demonstrates how to apply leading edge business planning and project management practices at the functional and personal level to drive remarkable results in the corporate secretariat. He will review how to: • Improveyourprojectmanagementpractices• Stayproactiveandalignedtooverallobjectives• Applystrategicplanninginthecorporatesecretariat• Applygoodtimemanagementpracticestoaccomplishmore• FindnewandinnovativewaystoimproveefficiencySpeaker: Peter Wright, President, The Planning Group

Roundtable Discussions4:15 pm - 5:15 pmThese sessions offer an interactive dialogue focused on the key issues relating to organizations.

We want to hear from you!Your feedback and comments are very important to us. We use this information collected to help structure future conference programs, activities and speakers.

After every session, please take a moment to fill out an evaluation form. Be sure to hand it back to the CSCS staff at the registration desk. All returned forms will be entered to win a FREE pass to next year’s conference!

Full Program

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Networking and Social ActivitiesThere is an adventure or an experience for the explorer in all of us! Check out the sights and sounds of Lake Louise.

Optional: Golf and Local Tours Explore the beautiful region of Lake Louise, Alberta. To help you do this, Max West Marketing Inc. has been selected as the preferred tour and activities provider for the CSCS conference.

This year’s golf tournament will be held at the Banff Springs Golf Course. It offers one of the most challenging, championship quality courses in the world. The 27-hole links-style course, originally designed by Stanley Thompson in 1927, is set along the Bow River, presided over by three massive mountains. Nature is at its best – untouched, unspoiled and majestic. Fortheexplorers,thereareseveralexcitingopportunitiesoffsiteincluding:horsebackriding;fishing;whitewaterrafting;andagrand tour of the Columbia icefields. And if you prefer to set your own pace, you can choose a leisurely stroll along the lake, hike to the Lake Agnes Teahouse or simply relax and enjoy the view.

To take part in any of these adventures, visit the link below or contact Max West Marketing Inc. directly:

Wade CameronPhone: 403-621-1197Email: wcameron@maxwestmarketing.comhttp://www.maxwestmarketing.com/Registration/CSCS Transportation and Tour Registration Form.pdf

On the Program

Sunday August 22, 2010

Opening Cocktail Reception, Dinner and Entertainment The first social activity on the program is always a spectacular event. It’s fun, it’s casual and it gives the group a chance to catch up socially before the official conference program begins. This evening is courtesy of Corporatek, and you are invited to the beautiful Victoria Room to wine and dine with fellow colleagues and enjoy the entertainment.

Monday August 23, 2010

The CCGG Gavel Awards Ceremony and LuncheonPresented at the CSCS conference, the Gavel Awards recognizes excellence in director disclosure and compensation disclosure. Join us on Monday August 23 to congratulate this year’s award winners.

An Evening in BanffNew this year. We will be providing delegates with an opportunity to spend their free evening exploring Banff. CSCS is providing transportation to and from beautiful Banff, giving you a chance to relax, dine and explore at your own pace. Full details on the shuttle and how to sign up will be provided closer to the conference.

Tuesday August 24, 2010

Western BBQ and DanceHosted by Laurel Hill Advisory Group this event is going to be complete with hayrides, line dancing and a live country band, just a short walk away from the Chateau Lake Louise. Join us at Brewster Barn for your great cowboy experience. It will be a night to remember!

Networking and Social Events

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Speaker Bios

Brad Allen Brad brings 25 years of client advisory and business development experience to Laurel Hill’s clients and is responsible for business development of Laurel Hill’s strategic solicitation and corporate governance consulting services for public companies. He counsels significant shareholders, management, and board members of public companies, creating effective strategies involving complex and contentious shareholder communications issues related to hostile and friendly acquisitions, proxy contests, and evolving corporate governance issues. He has been involved with numerous of Canada’s notable corporate transactions and speaks regularly on topics relating to corporate governance, mergers and acquisitions, shareholder activism and other shareholder developments. Brad is often quoted in financial media, and legal counsel and corporate secretary/investor relations publications.

Chris Bart Chris is the Founder, Principal and Lead Professor of The Directors College at McMaster University and currently serves as Associate Editor of the International Journal of Business Governance & Ethics. He has produced over 100 publications including the Canadian business best seller, A Tale of Two Employees and the Person Who Wanted to Lead Them and the widely acclaimed CICA publication 20 Questions Directors Should Ask About Strategy. Over the years, Chris has been invited to lecture throughout the world and sit as a director on many boards. He is a recipient of the Ontario Chamber of Commerce’s “Outstanding Business Achievement Award for Corporate Governance” and is listed in Canadian Who’s Who.

Rhonda BashnickRhonda joined Shaw Communications in July 1998 as Manager, Taxation. In July 2001 she was promoted to the position of Director, Taxation. In June 2004 she was promoted to Vice President, Taxation. In June 2005, she was appointed to her current position Vice President, Finance. As such, she is responsible for accounting, internal and external financial reporting, budgeting and treasury. Rhonda’s professionalism, extensive knowledge, and over 20 years experience in taxation and accounting have contributed greatly to the development of Shaw’s taxation and finance department and the company’s overall profitability. Prior to joining Shaw, she held managerial positions in the areas of taxation and corporate accounting.

David Beatty David is a Professor at the University of Toronto’s Rotman School of Management where he teaches corporate strategy and corporate governance. He was the founding Managing Director of the Canadian Coalition for Good Governance (2003-2008). David is an experienced businessperson in Canada and abroad. He spent a decade managing one of North America’s largest food companies. Over his career, he has served on 30 different boards in Canada, America, Mexico, Australia, and England and been chair of 6 public companies. Today he serves as Chair of Inmet Mining and Western Canadian Coal and on the boards of The Bank of Montreal and FirstService Corporation as well as the boards of privately held Canada Steamships Line and Ivanhoé-Cambridge.

Speaker Bios

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Beverly Behan Beverly Behan has worked with over 85 boards of directors over the past decade. She is regular columnist for Bloomberg BusinessWeek (“The Boardroom”), co-author of Building Better Boards-A Blueprint for Effective Governance (Jossey-Bass, 2005) and is currently working on a new book series Great Companies Deserve Great Boards (Palgrave McMillan, 2011). Beverly has been named to Directorship magazine’s “Directorship 100” - the 100 most influential people in corporate governance and is regularly quoted as an expert on board issues by The Wall Street Journal, Fortune, The Globe & Mail, and many other business publications.

Doug Bowles A graduate of McMaster University (Comm.) and a Chartered Accountant, Doug has over 20 years of accountingexperience—includingwithExxonMobilCanadaandKPMGPeatMarwickThorne.Heis now Vice President and Controller of Pengrowth Energy Trust, a TSX/NYSE listed oil and gas trust with a market capitalization of approximately $3 Billion. Among other responsibilities, he is charged with Pengrowth’s conversion to IFRS and from a trust to a corporation. Doug regularly interacts with Pengrowth’s Board, its auditors and the securities commissions.

David Brown David is the author of the definitive Canadian chapter in the international handbook Corporate Governance Around the World (2008: Routledge.) He is on the faculty of the University of Toronto’s St. Michael’s College and McMaster University’s Directors College, where he teaches governance, corporate social responsibility, finance, and risk oversight. Since 1995, David has co-founded the International Corporate Governance Centre in Montreal, the National Awards in Governance in Toronto, the Public Enterprise Governance Centre in Ottawa, and the Directors College in Niagara. Principle-based governance underpins all of his work. This framework has been adopted by organizations as diverse as one of the GCC’s leading telecom providers, one of Canada’s big banks, two Canadian provinces’ Crown sectors, universities, health authorities, pension funds and military commands.

David Childers A frequent lecturer on the subject of business ethics, David is a pioneer in the field of governance, risk and compliance and was named one of the “100 Most Influential People in Finance” by Treasury & Risk in 2008. He is a member of the Society of Corporate Compliance & Ethics, Ethics & Compliance Officer Association, International Association of Privacy Professionals - trained and certified as an Information Privacy Professional (CIPP), National Association of Corporate Directors - a Director of Professionalism and certified in Director Education, and charter member of the Open Compliance and Ethics Group.

Speaker Bios

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Gigi Dawe Gigi is Principal, Risk Oversight and Governance and National Practice Leader Governance, Strategy and Risk Management, at the Canadian Institute of Chartered Accountants (CICA). Under the direction of CICA’s Risk Oversight and Governance Board (ROGB), Gigi oversees activities focusing on improving the quality of corporate governance and oversight of risk management in organizations. Gigi is a member of the National Association of Corporate Directors, the Institute of Corporate Directors, and the International Corporate Governance Network. She sits on the board of the CIBC Centre for Governance and Risk Management at Simon Fraser University and Family Daycare Services.

Beth Deazeley Beth is a Principal, Risk Oversight and Governance, at the Canadian Institute of Chartered Accountants. Her focus is on best practices in not-for-profit governance, and she is responsible for the development of guidance materials to help non-profit directors fulfill their fiduciary responsibilities. Called to the Bar of Ontario, Beth is a regular writer on not-for-profit governance. She is Vice President of the Board and Chair of the Governance Committee of Luke’s Place Support and Resource Centre for Women and Children and a member of the Governance and Nominations Committee of Willow Breast Cancer Support Canada.

Charlie Fluit Charlie is the Vice President of Corporate Services and Chief Financial Officer, providing oversight and leadership to key areas at World Vision Canada. Having obtained a B.Comm. from McMaster University, he articled and obtained his CA with Deloitte’s. He has 30 years of experience in non-profits, manufacturing and public accounting. Charlie is an active volunteer, serving or having served on numerous boards and committees in educational institutions, seniors’ residence, children’s camp and local churches. He is currently a member of the Standards Steering Committee of Imagine Canada.

John Fraser John is the Vice President, Internal Audit & Chief Risk Officer of Hydro One Networks Inc, one of North America’s largest electricity transmission and distribution companies. He has over 30 years experience in the risk and control field mostly in the financial services sector, including areas such as finance, fraud, derivatives, safety, environmental, computers and operations. He is a recognized authority on enterprise risk management and has co-authored three academic papers on ERM, and co-authored the CICA’s publications: 20 Questions Directors Should Ask About Risk and 20 Questions Directors Should Ask About Internal Audit. He is co-editor of Enterprise Risk Management: Insights and Analysis on Today’s Leading Research and Best Practices - a university textbook released in 2010.

Speaker Bios

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Richard Fridman Richard’s legal practice involves all aspects of public M&A, including strategic review processes, hostile takeover bids and negotiated merger transactions. In addition, Richard represents clients in connection with public offerings of debt and equity securities (representing both issuers and underwriters), private placements, going private transactions and corporate reorganizations. Richard’s legal and prior management consulting experience enables him to act as counsel and provide strategic and legal advice to management and directors of public and privately held corporations.

Catherine Gordon Catherine is Founder and President of SimpleLogic Inc., a communications firm she founded in 1997 that specializes in bringing clarity to business communication. She has over 20 years of experience in communications and publishing. She was one of the first plain language consultants in Canada, and has worked with regulators and industry groups in both Canada and the US, as plain language has become part of the regulatory environment. SimpleLogic helps their clients communicate clearly, consistently and strategically with all audiences, across all media. They produces award-winning corporate disclosure in plain language (MD&As, notes to financial statements, proxy circulars and forms, AIFs, codes of conduct, web content and more).

Stephen Griggs Stephen, is a financial services executive with significant experience in the retail and institutional investment management industry, is the Executive Director of the Canadian Coalition for Good Governance. He is also the Chairman and a partner of Investeco Capital Corp., Canada’s first environmental investment company, a director of Greater Toronto Airports Authority, and on the IRC’s of two mutual fund groups. He started his career as a corporate/commercial and securities partner with the law firm Smith Lyons (now Gowlings). Other experience includes as President and CEO of Legg Mason Canada Inc. and as a senior executive of two leading mutual fund companies.

Sylvia Groves Sylvia Groves is Principal of GG Consulting, a governance solutions provider. She is Board Chair of the Canadian Society of Corporate Secretaries and a member of the editorial board for Corporate Secretary magazine. Before founding GG Consulting, she spent 20 years with Nexen, most recently as Chief Governance Advisor and Assistant Secretary, developing Nexen’s award winning governance programs and related public disclosure. Her extensive experience and client work covers governance for domestic and international private companies, US and Canadian listed issuers and not-for-profit organizations. For more information check out her website at www.grovesgovernance.com or contact her at sylvia@grovesgovernance.com.

Speaker Bios

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Carol Hansell Carol is a Senior Partner with Davies Ward Phillips & Vineberg LLP. She has acted for both private and public corporations and for governments on a variety of matters, including acquisitions, financings and reorganizations. Carol regularly advises boards and their committees on the context of transactions, conflict of interest questions, board investigations and special committee work and on their governance practices generally. She has acted as an independent advisor to several board chairs and has participated in board meetings of several significant organizations to provide them with immediate advice with respect to both their process and the substantive issues before the board. She works with investors in structuring their investments and with management teams in all aspects of governance. She also advises extensively on continuous disclosure practices and on specific disclosure issues.

Ken Hugessen Ken is a recognized expert in consulting to compensation committees, boards and top management on executive compensation, performance and related corporate governance. Based in Toronto, he has over 30 years experience consulting in Canada, the US and the UK. Ken and his partners founded Hugessen Consulting in 2006 to meet the growing needs of boards and compensation committees for independent advice on executive compensation, performance, and related governance matters. He is at the leading edge of change in the governance of executive compensation, and has written and spoken extensively on the role of the Board, and the Compensation Committee and its Chair in executive compensation.

John Kidder President of APRIO Inc., John was educated as an agricultural economist after some years as a working cowboy, but was seduced into the world of software in the 1970s by the very first microcomputers. He has been a serial technology entrepreneur ever since, building and operating private and public companies in economic analysis, mapping, analytical software, fibre optics, and display technologies. For more than twenty-five years, John has been a director or secretary of numerous boards in various sectors, including public and private businesses, business, technical and political associations and cultural not profits. John founded APRIO to bring modern technologies to board work, to assist to systematize processes and quality control for governance management. He is a frequent speaker and presenter on governance and technology issues.

Doug Lacombe Doug has over 20 years media and marketing experience. A Canadian internet-publishing pioneer, Doug was one of the first people in Canada to put a daily newspaper on the web. From newspapers to software, wireless to newswires, Doug has employed digital marketing in numerous industries with great success. Active in the community, Doug volunteers with the Canadian Marketing Association, the Canadian Investor Relations Association, the Canadian Public Relations Society, and non-profit Calgary Reads. By day, Doug is President of Communicatto, a digital marketing and PR consultancy. By night, he is an instructor of eMarketing at Mount Royal University.

Speaker Bios

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Richard Leblanc Richard brings to business and professional audiences a depth of information from his extensive research and work with boards of directors and training and development of leaders and managers. An award-winning educator, lawyer, consultant and author, he is engaging, dynamic, and personable. Because of his work with leading companies and current research, Richard is always on the cutting edge of emerging global developments. His insight has guided leaders of organizations through his teaching, writing and direct consultation to government regulators and corporations. His work, directly or indirectly, has influenced companies throughout the world, including those that have strengthened their governance effectiveness and accountability practices.

David Masse As Senior Legal Counsel and Assistant Corporate Secretary at CGI Group Inc., David is responsible for corporate and securities law as well as corporate governance matters and related compliance activities in more than 90 jurisdictions worldwide. Listed on the Toronto and New York stock exchanges, CGI Group Inc. is one of the largest independent information technology and business process services firms in the world. Previously he was Assistant Corporate Secretary of Bell Canada and BCE Inc. David has a BA from Concordia University and a BCL and LL.B from McGill University. He has published numerous articles on subjects ranging from directors’ liability and corporate governance to technology law issues that are available on his web site at www.masse.org.

Ross McKee A Partner with Blake, Cassels & Graydon LLP, Ross’s practice involves involves all aspects of Canadian and cross-border securities regulation, with experience ranging from micro-cap venture capital to billion dollar international structured finance. Ross has been a director of Nomura Canada Inc., an investment dealer. He co-authored the Canadian Investor Relations Institute’s Standards and Guidance for Disclosure, including model disclosure policy guidelines for public companies. He was retained by the Toronto Stock Exchange to maintain its Filing Guide for TSX-listed companies. He is a past member of the Ontario Securities Commission’s Continuous Disclosure Advisory Committee. Ross is well known for his articles and seminars on topics in the areas of securities law and corporate governance.

Errol Mendes Errol is a lawyer, author, professor and has been an advisor to corporations, governments, civil society groups, and the United Nations. His teaching, research and consulting interests include public and private sector governance, corporate law, constitutional law and international law, including international business and trade law. He has authored or edited seven leading texts in these areas. He has been a Project Leader for governance and justice projects in China, Thailand, Indonesia, Brazil, El Salvador, and Sri Lanka. Since 1979, Errol has taught at law faculties across the country, including the University of Alberta, the University of Western Ontario, and the University of Ottawa.

Speaker Bios

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Laura O’Neill Laura is Director of Law and Policy at the Shareholder Association for Research and Education (SHARE), a social enterprise that coordinates and implements responsible investment practices on behalf of Canadian institutional investors. At SHARE, Laura’s responsibilities include shareholder engagement, policy advocacy, and management of proxy voting services. Before joining SHARE in 2006, Laura held various corporate governance related roles with TD Asset Management, ISS, and Ontario Teachers’ Pension Plan. Called to the bar in Ontario in 1996, Laura has a Bachelor of Laws degree from Queens’ University, and is a member of the Law Society of Upper Canada.

Patricia Rosch Patricia joined the Broadridge team in 1996 and is currently President, Broadridge Investor Communication Solutions Canada. Her responsibilities encompass Broadridge’s integrated security holder communication solutions that connect corporate issuers, mutual funds, banks and brokerages and institutional and retail investors through the timely, efficient exchange of information. She embarked on a management-consulting career after receiving a Bachelor of Environmental Studies from the University of Waterloo and Master of Science from the University of Guelph. Ms. Rosch is an active member of the Canadian Society of Corporate Secretaries (CSCS), the Institute of Chartered Secretaries and Administrators (ICSA) and the International Corporate Governance Network (ICGN).

Carrie Roussin Carrie, Executive Director, Governance, Government Operations Sector, Treasury Board Secretariat of Canada, is responsible for supporting submissions from a portfolio of Crown corporations and for developing policy and providing advice on corporate governance issues. Prior to working at TBS, Carrie oversaw the planning and implementation of cross-government strategies to achieve public safety interoperability led by the Public Safety department. While working in numerous departments (CIC, Transport, HRSD, Industry), she has accumulated 28 years of federal management experience in policy, strategic planning, citizen engagement, as well as regulatory and legislative development.

Brendan Sheehan Brendan joined Corporate Secretary magazine, Cross Border’s North American publication for corporate secretaries and governance professionals, as senior editor in March 2005. He is now Executive Editor. Prior to joining Cross Border, Brendan worked in London as a senior analyst/journalist for BoardEx, here he wrote specific company analysis, authored the newsletter BoardExInsight, and was responsible for analyzing and reporting on corporate governance and board dynamics at UK and international firms. He is also a former bond analyst/journalist for MCM CorporateWatch, specializing in European high-yield and investment-grade deals. Brendan appears on panels at various chapter meetings of the Society of Corporate Secretaries & Governance Professionals across the US.

Speaker Bios

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Sandra StarrCurrently a Project Manager with Corporatek, Sandra has over 10 years’ experience in implementing custom and product-based information technology solutions for Fortune 500 and other large organisations with a focus on Corporate Governance solutions. She works with multiple departments and stakeholders in global organizations where understanding business requirements and communication are the keys to the success of an implementation project. She collaborates with internal teams and implementation partners to coordinate the configuration of technology solutions to meet business needs and incorporates best practices wherever possible. Her major responsibilities include consistently ensuring projects proper design, project management and change control procedures are followed throughout projects.

John Truzzolino RR Donnelley’s Director - Electronic Services, John is responsible for sales of technology-based solutions including XBRL Services, EZ-Proxy, Net.Filer and Secure Online Workspaces. He has more than 2 decades of experience following SEC compliance changes, analyzing their impact on issues and developing solutions to meet the changing regulatory environment. His experience in sales, marketing, business and product development provide a platform for delivering solutions, which bridge technology and regulatory requirements. John closely follows the following industry groups and has participated on various panel discussions: American Society of Corporate Secretaries, National Institute of Investor Relations and XBRL International.

Ed Waitzer Partner at Stikeman Elliott, Ed’s practice focuses on complex business transactions, acquisitions and restructurings, as well as advising in respect of various public policy and governance matters. He has served as a director of numerous corporations and community organizations, and wrote and spoken extensively on a wide range of legal and public policy issues. A former Falconbridge Professor of Law at Osgoode Hall Law School, he currently holds the Jarislowsky Dimma Mooney Chair in Corporate Governance and is Director of the Hennick Centre for Business and Law at Osgoode Hall and the Schulich School of Business at York University.

Peter WrightAs a respected executive in the financial services industry and in his current consulting practice, Peter has successfully developed and executed business strategy with notable results. His practical approach to strategic and operational planning ensures that plans are not only embraced by the management team, but also effectively implemented and measured. In fifteen years of developing business plans with Canada’s largest companies, Peter has created many successful tools, models, and practices that can be taught to clients and other consultants. Peter used his planning and training experience to develop The Business Planning Boot Camp. The Boot Camp helps consultants andfinancialprofessionalsaddvaluewithclientsandemployers—andteachskillstoclientstokeepleading edge business planning in-house.

Speaker Bios

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Five compelling reasons to join the Canadian Society of Corporate Secretaries1. Networking

• CSCS’ national representation provides you with the opportunity to engage with colleagues and fellow governance professionals and to build a network of contacts

• Local chapters and events – you are invited to join other members at local networking events and roundtable discussions on current issues. These sessions let you engage with fellow professionals

• Our online membership directory allows you to network with CSCS members

2. Information resourcesYou will have access to:• Our “Request for Assistance” service, which allows members to share information and seek support from their

peers. The queries and responses received from fellow members are maintained on the website for continuous reference

• Our ever-expanding on-line resource library of tools and precedents which provides templates, best practices, links and other useful information

• Governance Matters at CSCS - our monthly e-newsletter has the latest news to keep you informed of upcoming events, regulatory updates, important governance matters and other membership information

3. Annual conference and professional development The CSCS annual conference gathers members, professionals, suppliers and governance experts from across the country for a three-day event that:• Offers you a unique opportunity to network and share ideas with your colleagues• Is recognized as the pre-eminent national event for corporate secretaries and governance professionals in Canada• Focuses on issues facing corporate secretaries and governance professionals today, and features speakers and

panelists from leadership roles in business, governance, policy and law from Canada and elsewhereIn addition, CSCS offers cross-country issue-based and professional development seminars, which address the latest developments facing corporate secretaries in their professional lives in a practical manner.

4. AdvocacyThe increasing focus on governance, good corporate practices, effective shareholder communications, timely disclosure, and efficient board administration, highlights the need for a strong association to represent the interests of governance practitioners. In this complex regulatory environment, corporate secretaries must keep abreast of legislative changes and implementation issues. CSCS represents you in the consultation process, and it achieves greater visibility for your role and profession in Canada with a strong national voice to government, stock exchanges and regulators.

5. Strategic alliancesCSCS is aligned with other like-minded national and international bodies and is positioned to provide members with a global perspective on corporate governance. We have formed these close relationships to provide you with:• A comprehensive view of all issues and concerns relevant to you and your corporate counterparts, such as

investor relations, professionals, executives and corporate directors• Access to information and events outside of CSCS• The opportunity to expand your contacts and networks with other relevant professionals outside of CSCS

For more information or to join CSCS:

Phone: 1-800-774-2850 x 303 • 416-921-5449 x 303Fax: 416-967-6320Website: http://www.cscs.orgEmail: info@cscs.orgAddress: 55 St. Clair Avenue West - Suite 255, Toronto, ON M4V 2Y7

Become a Member

21Corporate Profiles

Corporate Profiles

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CURRENT MEETING INFORMATION Edit

Board Meeting Agenda• February 28, 2010, 9am - 5pm PST• Board Room, 30thth floor

Audit Committee Agenda• February 16, 2010, 8am - 10am PST• Board Room, 30th floor

Nominating Committee Agenda• February 26, 2010, 3pm - 5pm PST• Board Room, 30th floor

<< May 2010 >>

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We provide leading issuers, mutual fundcompanies and intermediaries with thesophisticated solutions that not only deliverthe best value in proxy and continuousdisclosure communication, but provide thefoundation for effective, targeted investorcommunications 365 days a year.

© 2010 Broadridge Financial Solutions, Inc. Broadridge and the Broadridge logo are registered trademarks of Broadridge Financial Solutions, Inc.

22 Corporate Profiles

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24 Corporate Profiles

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25Corporate Profiles

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Premier Sponsor:

Casual Evening: Conference Webcast:

Sponsors

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Partners:

Thank you to our sponsors for their generous support!

Canadian Society of Corporate Secretaries (CSCS)55 St. Clair Ave. W, Suite 255 • Toronto, ON M4V 2Y7

1-800-774-2850 • 416-921-5449 • info@cscs.org • www.cscs.org

The Canadian Society of Corporate Secretaries 13th Annual Corporate Governance ConferenceThe Fairmont Chateau Frontenac | Quebec City, QC | August 21 - 24, 2011

Save the Date!

Canadian Society of Corporate Secretaries55 St. Clair Ave. W, Suite 255 • Toronto, ON M4V 2Y7

1-800-774-2850 • 416-921-5449 • info@cscs.org • www.cscs.org

Photo © Claudel Huot

Registration opens May 3, 2011Visit www.cscs.org for more information