DSA Corporate Services

DSA Corporate Services Inc. (DSA) offers outsourced corporate secretarial services tailored to match the needs of small to midsized reporting issuers. These services range from providing recording secretaries for Board & Committee meetings to the appointment of one of our senior team members as the full outsourced officer (Corporate Secretary) of the company. DSA Corporate Services also specializes in continuous disclosure regulatory reporting, stock exchange compliance, stock option and warrant administration, annual meeting organization, minute book custody, corporate governance advice, news release dissemination through a range of domestic and global networks, and other specialty services.

DSA Corporate Services offers:

Corporate Secretarial

Recording Secretary

  • Creating meeting Notices
  • Drafting meeting Agendas
  • Circulating meeting materials to the Board
  • Attendance at Board of Directors & Committee meetings
  • Preparation of minutes

Corporate Secretary

  • Appointment of a DSA senior team member to issuer’s Corporate
    Secretary position, performing expanded Recording Secretary role.
    Each opportunity is carefully matched with the appropriate DSA
    team member

Continuous Disclosure Regulatory and Insider Filings

  • Monitoring of regulatory filing deadlines based on issuer’s year-end and stock exchange regulations; includes a DSA customized annual Disclosure Filing Calendar
  • Preparation of applicable Chief Executive Officer (CEO) and Chief Financial Officer (CFO) annual and interim certifications
  • Preparation of basic Material Change Reports
  • Calculation and payment of annual filing fees for SEDAR

DSA Filing Services offers:

  • Completion of annual, interim and other filings via SEDAR, EDGAR, or UK RIS
  • Insider regulatory filings for SEDI – Canadian Insider Reporting via www.sedi.ca

Stock Exchange Compliance

  • Compliance with Toronto Stock Exchange (TSX); TSX Venture Exchange (TSX-V); Canadian Stock Exchange (CSE); and US and UK stock exchange policies
  • Filings under National Instrument 71-102 of the Canadian Securities Administrators for foreign designated issuers
  • Creation and submission of monthly TSX SecureFile reports and TSX-V Exchange forms such as Form 4G-Grant of Stock Options, Form 3C-Hiring of an Investor Relations Consultant, and CSE forms

Stock Option and Warrant Administration

  • Maintenance of stock option and warrant registers
  • Preparation of treasury directions for the exercise of options/warrants
  • Submission of executed treasury direction to issuer’s transfer agent
  • Creation of stock option agreements for optionees

Financial Printing

  • Organizing the printing of financial documents such as Annual Financials and MD&A, Annual Meeting Materials, Interims, etc.

Registered Office/Address

  • DSA’s office serves as client’s registered office/address • Mail collection and forwarding, telephone answering • Meeting rooms with internet wi-fi access

Whistleblower Integrity Hotline Service

  • Cost effective, easy to set-up; allowing for the confidential and anonymous reporting of infractions to the Audit Committee Chair
    Registered Office/Address
  • DSA’s office serves as client’s registered office/address
  • Mail collection and forwarding, telephone answering
  • Meeting rooms with internet wi-fi access

Annual & Special Shareholder Meetings

  • Liaising with client’s legal counsel and transfer agent to set meeting and record dates for annual and/or special shareholder meetings
  • Compliance with corporate securities law relating to registered and beneficial shareholders
  • Review of documents to be sent to shareholders
  • Arranging for the printing and mailing of shareholder materials
  • Booking of meeting venue as well as making catering arrangements
  • Review of proxy tabulation data prior to the meeting
  • Drafting of Chairman’s script for the meeting
  • Attendance at the meeting to record minutes
  • Preparation of the shareholder meeting minutes

Minute Book Custody

  • Maintenance of client minute books ensuring that all executed copies of minutes/resolutions including constating documents are inserted into respective client’s minute books, for which current editions are maintained in DSA’s library
  • Offer facilities for auditors to review minute books for audit
  • Creation of scanned electronic versions of meeting minutes and resolutions for ease of reference and for due diligence purposes

Board Governance Review, Director/Board Evaluations, Attendance Charts, Manuals

  • Board Governance Review – includes a review of client’s current Board and Committee structure
  • Director/Board Evaluations – provide the confidential administration and tabulation of Board and Committee evaluations and feedback
  • Creation of Director meeting attendance charts required for Management Information Circular
  • Director Manual/Handbook – creation of and distribution of manual/handbook for directors

Corporate Governance Package

  • Turn-key set of Board and Committee template mandates, policies and work plans, for use by directors and management to assist in the creation of client’s own governance structure

Board Administration Cloud Portal

  • A secure, customized platform enabling those who are invited to access shared documents from their computers, phones and tablets from anywhere in the world. Powered by Dropbox™

Specialty Services

  • Specialty escrow services are available

News Release Dissemination

  • Arranging of fast and efficient dissemination of client news releases via DSA’s preferred partner – Marketwired© or with other newswire providers
  • An extensive selection of news dissemination networks around the world, including social media options and trade publications
  • Pre-clearance of news releases with the stock exchange market surveillance agencies, such as the Investment Industry Regulatory Organization of Canada (IIROC) in Canada
  • Exclusive to DSA clients using Marketwired© is a DSA discounted newswire rate and a number of other complimentary services