The Canada Division Has a Long and Storied History
Established in 1920.
Incorporated federally in 1957.
The Institute celebrates its 100th anniversary in 2020!
CGIC relaunched the association with the release of new public-facing website.
IQP exams were cancelled due to COVID-19 outbreak. Division puts in place a plan to move the November exam season online. Exams will be invigilated remotely.
The Institute held its first online DEAP session via Zoom.
The COVID-19 global pandemic shuttered businesses in Canada and Bermuda.
The Chartered Governance Institute of Canada named Treeline Associates (Treeline) as its new association management company effective February 1, 2020. Treeline provides general management, marketing, and communications services for the association. Certification Program Management services are provided by David Miriguay, CAE, of David Miriguay Consulting Services. Treeline also serves as CGIC’s corporate headquarters and provides staffing which includes Patricia Thacker, of Ottawa, Ontario as Executive Director.
The Division elects to set its own exams. International Council approves new International Qualification Scheme with two pathways to certification: Chartered Secretary and Chartered Governance Professional. The Division begins it transition to the new program.
The Division transitions, along with the UK, to a new education program – the Chartered Secretaries Qualifying Scheme (CSQS). The Division continues to work closely with the UK in the offering of exams.
The Division’s probationary status is revoked and the Division is granted the right to oversee the QA process of their exams. The Division elects to continue Canadianizing UK Exams.
An updated Delegation Agreement between ICSA (International) and the Committee for Canada is signed recognizing the Island of Bermuda as part of Canada’s jurisdiction.
The Division elects to set its own exams. International Council approves a new International Qualification Scheme with two pathways to certification: Chartered Secretary and Chartered Governance Professional. The Division begins its transition to the new program.
The Division sets its course for 2019 to 2021 with a new plan for sustainability and growth entitled From Challenge to Opportunity – Transforming the old ICSA into the new Chartered Governance Institute of Canada. This strategic plan was accepted by the International Council in March of 2019 and the members of the Canada Division in May 2019.
The Division restructures under a new name – The Chartered Governance Institute of Canada.
At the meeting of Council held December 13/14, 2000 in London, UK, the Chairman proposed, seconded by Past President AJ Greenwell, that the Canadian Division should continue to enjoy Divisional status. This was agreed.
The Division engaged a new management company to provide full administrative services for the Division with an office in Toronto.
The Division launches its Directors’ Education and Accreditation Program (DEAP).
PSC suspends Canada’s ability to offer its own examinations for the International Qualifying Scheme. The Division begins “Canadianizing” UK exams and relying on the UK Division for its Quality Assurance (QA) process. 2009 The Division is placed on probation by PSC. It agrees to suspend its other educational offerings (DEAP and P.Adm) to focus on the International Qualifying Scheme (IQS).
While the number of Members topped 1,200 in 1988, attrition due largely to retirements brought the total to about 1,000 in 1990.
The Division engaged TO Corporate Services Inc. to provide full administrative services for the Division and Ontario Branch from offices in Toronto. Council decided to offer all Affiliates the option of becoming Associates or relinquishing their connection with the Division, thus increasing the number of Members and the amount of per capita fees accruing to the Institute’s London head office. The Division would no longer able to accept Affiliates. To serve Affiliates and others not wishing to become Associates, the Division sponsored the creation of the Canadian Society of Corporate Secretaries. An agreement between the two organizations provided for joint collaboration in running conferences and seminars of mutual interest, distribution of the “Professional Administrator” magazine for a modest fee and provision of administrative services. Chartered Secretaries could join the Society without paying annual fees and other Society members could apply for the Division’s P Adm. designation upon meeting the rules in effect for the Division’s own Members.
During the next five years, there was an average annual increase in new Members of about fifty – but resignations, retirements, deaths, and moves away from Canada were about double that number. Although the directors devoted much time to building a business plan and marketing plan at that time, some progress was made. However, the toll of aging members who had joined before Bye-law 10 expired continued to restrict growth; few had encouraged their successors to qualify for membership. New associations appealing to administrators in various fields without examination diluted the numbers of those who might otherwise have considered ICSA.
A five-page letter to then Institute President Peter Newton explained the concept and the proposed method of implementation so he would be aware ahead of the Division’s 60th Anniversary Conference in Ottawa, which he and three Division Presidents would attend in May. Mr. Newton responded cautiously as he thought the idea was ultra vires under the Royal Charter. During the Conference, a meeting with Presidents of Canada, Australia, New Zealand, and the U. K. produced full support from Australia and New Zealand, and limited encouragement from U. K., for the P Adm. scheme. The meeting also unanimously agreed that an International Affairs Committee should be established with annual meetings so that the U. K. and overseas units would better understand the different legal and social environments affecting each of them. The Division’s Chairman became the first Canadian to be elected by Council as a Vice – President of the Institute.
In March the new Institute President, Eric Kirk wrote strongly about Canada’s likelihood of doing something ultra vires of the Charter and requesting further detailed information. All Divisions and major Associations throughout the world attended an Overseas Conference in London in May. Canadian Division presented a brief on its plans and only the U. K. was against the concept. The Conference did agree to recommend to Council that an International Affairs Committee with members from all Divisions and Associations be created and that the P Adm. matter be referred to its first formal meeting. Canadian Division sought legal advice from counsel, which confirmed that the Royal Charter could not interfere with the rights and privileges of a Canadian Corporation operating in Canada. A further brief was prepared for review by members of the International Affairs Committee ahead of its first meeting in Hong Kong in October. At that meeting, the Committee recommended to Council that it approve the P Adm. scheme in principle. In November, London Council obtained legal opinions in London that the Canadian proposals can be implemented without transgressing the Charter, the Bye-laws, or the 1957 agreement with Canadian Division.
In January, Council approved the P Adm. scheme in principle but endorsed (then President) John Hardy’s desire that it be implemented under a separate entity.
In February, Canadian counsel advised that the wishes of the Council could not be accommodated under present laws. In March, Canadian Division presented a report to the Council explaining the difficulties in meeting the Council’s wishes and advising that the P Adm. scheme was to come into effect on April 1, 1982.
Institute Officers attending Canadian Division’s Annual Conference in Vancouver in May raised further objections to the P Adm. scheme, insisting that it be portrayed as a Canadian scheme only and not applicable to the Institute per se. The Division agreed to submit one further brief to Council, duly modified and setting forth the history for the benefit of those on Council unfamiliar with the background, requesting Council’s concurrence, as a matter of courtesy rather than of necessity. The final brief to Council was submitted in October, which Council then accepted and endorsed.
In June, Council constituted a standing Committee under Bye-law 44 to be known as the “Committee for Canada” comprising the Fellows who were members of the Canadian Division’s Professional Standards Board. Effective as of August 1st, Council delegated to that Committee certain powers including, inter alia, the election, and admission of members. On August 21st the Committee held its first meeting and elected two Graduates as Associates.
The Canadian Chairman of the Institute’s International Affairs Committee was invited to give an address to the Annual Dinner in The Guildhall, London. In reporting on the accomplishments of that Committee, he restated Canada’s support for internationalism and mused that what was then the International Affairs Committee would evolve into the nucleus of a new international Council. Members in Canada reached 1,100; the number of students was 250.
Council agreed to allow Members in Bermuda to choose between remaining on the London registry or transferring to that of the Canadian Division. This was prompted in some measure due to Bermuda’s economy and corporate business practices following those of North America, especially Canada. As many students in Barbados and other Caribbean islands were studying courses provided by Canadian Division and therefore taking the Division’s examinations, they sought Membership in this Division. A little unhappily, Council did not object too strenuously to this but finally agreed when the Division promised to elect as Members only those who had qualified under the Canadian syllabus. Council recognized that there might be Members in the United States who would benefit from contact with Members in Canada and could be transferred to Canada’s registry upon their request.
The Institute in London merged with the (British) Corporation of Secretaries in 1970 and resulted in the Division accepting 80 new Members. While some interim financing had been provided by London in the past (and subsequently forgiven), the Division was now required to contribute an annual per capita “tax” to the U. K. Relying on volunteers, a new syllabus was developed in 1974 and approved by Council in December of that year. Council also approved a scheme to allow Affiliates to become Associates upon completing four ICSA examinations or upon presenting and defending a Master’s level thesis on a pre-approved subject relative to the Institute’s objectives and the candidate’s experience.
Very few of the 200 Affiliates enrolled so far had attempted to achieve Associate status. All seemed anxious to have an outward sign of their connection with the Institute in Canada. This was strenuously supported by the six Branches then in operation but opposed by the Council.
In September, The Financial Post featured an article entitled “Endangered Species: Corporate Secretary,” resulting from interviews in Toronto with the Institute’s Secretary and Canadian Division’s Chairman. This evoked a number of inquiries from corporate secretaries not previously aware of the Institute.
To overcome the impasse regarding Council’s opposition to the Division’s desire to accommodate Affiliates’ wish for recognition, and to avoid the possibility of a “breakaway” from the Institute, the Board of Directors approved the concept of a “P Adm.” (Professional Administrator) designation for Affiliates. This would be given also to all Chartered Secretaries with at least three years’ experience in Canada. Exclusivity was assured by legislative amendments and federal trademarks and certification marks.
Membership was now almost 1,000 Members and Associates, with 300 in Quebec, 400 in Ontario, 150 in B. C., and from 10 to 30 in other provinces. As admission under the open door policy of By-Law 10 was to cease by 1962, the Division then sought to strengthen its fee-earning capacity by enlisting corporate secretaries and other executives to affiliate with the Division.
After some debate in the Institute’s Council, permission to enroll Affiliates was granted provided that they would not be treated as nor confused with Members. Revenue from Affiliates’ fees helped the Division to hold conferences and seminars and to obtain some assistance from colleges to run courses on subjects suitable for students. English examinations were “translated” into Canadian context, subject to approval, subject by subject, in the UK. Later, the Division was authorized to set Canadian accounting, law, and secretarial practice papers.
Leaders of the three Branches met in Montreal and by 1951 had formed a Committee to make recommendations for promoting the Institute in Canada and to provide a clearer understanding of its aims and objectives. The first step was to seek legal incorporation in Canada. Letters Patent were issued by the Secretary of State on September 19, 1957. A Private Members’ Bill, incorporating the Ontario Branch, was passed by the Ontario Legislature in 1958 and a Branch in British Columbia sought registration the Societies Act of that province in 1959. Incorporation in Quebec was not sought at that time because the newly incorporated Division had fixed Montreal as its Head Office and federal law gave federal companies the right to operate anywhere in Canada. An agreement was entered into with the Institute permitting the Division to use the Institute’s name in Canada and rules established to ensure that only Members on the Institute’s register could become members of the Division and its Branches.
Registered students were hard to attract because the examinations set by London were based on English law, English currency, and English accountancy for which almost no university courses were available in Canada (although correspondence courses were available from certain British schools).
The Institute’s Secretary, Mr. C. H. Isdell – Carpenter visited Canada and met with as many members as he could. Resulting from this visit, he recommended to Council that Members in Montreal, Toronto, and London should deal independently with Headquarters as Branches; smaller groups would become chapters of the Branches. The Branches would provide communication and liaison between themselves and the Institute in England. Eventually, the Branches were linked together under the designation of a “Division”. There were now more than 400 Members in Canada, more than three – quarters of them being admitted under By-Law 10.
About half a dozen Chartered Secretaries, who had graduated in the UK, got together in Montreal and formed a “group”. At that point in time, the Institute had a By-Law 10 which permitted distinguished professionals who had reached a certain level in age and experience to be admitted into Fellowship without further examination. The group nominated many senior executives of the largest companies in Canada. Within the decade, there were three hundred new Fellows in Montreal and Toronto, as well as smaller numbers in Ottawa, Hamilton, and London.