As a standard precaution, boards should take steps to handle potential crises before one arises. This is particularly so in light of the increasing risk of cybercrime and privacy breaches, and the broader impact of negative social media attention faced
Dana Carson
Board watch: more complexity, more committees
By Dana Carson on
As a result of the increasing and ever-evolving responsibilities falling on the shoulders of boards of directors, the traditional three key committee model (covering audit and financial reporting, executive compensation, and director nominations and board succession planning) can be inadequate.…
Corporate governance, in Silicon Valley and beyond
By Dana Carson on
The best practices and processes through which companies manage their corporate affairs have long been analyzed and discussed under the “corporate governance” umbrella. Corporate governance practices and trends among large public companies are often presented as a benchmark for all…
ISS proposed proxy voting policy changes for 2016
By Dana Carson on
Institutional Shareholder Services (ISS), one of the world’s most influential proxy advisory firms, recently released its draft proposed voting policies for 2016. ISS is currently requesting feedback on new or potential changes to three voting policies in Canada…
The Dissatisfied Institutional Investor: Intervene or Exit?
By Dana Carson on
Considering the role of institutional investors in influencing corporate governance is critical to effective corporate decision making. Broadly, dissatisfied institutional investors choosing to act can do one of the following: (a) intervene with management, either cooperatively or uncooperatively as dissident…
Demonstrated impropriety, not mere speculation, required to warrant appointment of independent chair: Ontario court
By Dana Carson on
The Ontario Superior Court of Justice (Commercial List) recently confirmed that “demonstrated impropriety” is required to warrant court intervention in the appointment of an independent chair of a shareholders’ meeting in a proxy contest. In Meson Capital Partners, LLC v…