Denise Gan (Toronto)

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ISS includes Economic Value Added in its Compensation Reports

Institutional Shareholder Services (ISS) announced earlier this year that, in its 2019 proxy research reports, it will be displaying financial ratios derived from a base measure called Economic Value Added (EVA). The EVA ratios will initially be used for informational purposes only, meaning they will not factor in to say-on-pay voting recommendations or evaluations of … Continue reading

Changes coming to Canadian Business Corporations Act (CBCA)

By Denise Gan (Toronto) on June 15, 2018 Posted in Compliance, Corporate Governance, Shareholder Activism

Bill C-25 received Royal Assent on May 1, 2018. The bill will amend the CBCA by: reforming certain aspects of director elections; creating requirements for public companies to disclose officer and director diversity representation; and introducing the new Notice-and-Access Regime. While some of the CBCA amendments have come into force, many of the amendments – … Continue reading

Overboard, under deliver?

By Denise Gan (Toronto) on December 12, 2017 Posted in Corporate Governance

We recently reported that Institutional Shareholder Services (ISS) released its 2018 Americas Proxy Voting Guidelines Updates (the Policy Update), which, among other things, establishes modified guidelines for determining whether a director serving on the board of multiple public companies is “overboarded”. Starting in 2019, ISS will recommend a withhold vote for (1) directors of TSX-listed … Continue reading

How independent are independent directors?

By Denise Gan (Toronto) on July 26, 2017 Posted in Corporate Governance

Board independence is a pillar of good corporate governance. It ensures that a corporation’s management is properly monitored and that the corporation’s decisions effectively balance the various stakeholders’ interests. Over the past decades, Canadian regulators (with support from investors) have required companies to increase the number of independent directors on their boards and have created … Continue reading

Changes to the OBCA under Bill 218, The Burden Reduction Act, 2016

By Denise Gan (Toronto) on October 20, 2016 Posted in Compliance

If passed, Bill 218, Burden Reduction Act, 2016 (the Bill) will make some small but welcome changes to corporate governance requirements for companies incorporated in Ontario. The Bill passed first reading in the Ontario legislature on June 8, 2016 and still has some steps to go before becoming law. However, it is hoped that the … Continue reading

Updates to ISS proxy voting guidelines

By Denise Gan (Toronto) on August 9, 2016 Posted in Corporate Governance

Institutional Shareholder Services (ISS) is one of the leading proxy advisory firms that makes voting recommendations on public companies’ proxy resolutions. In Canada, ISS’ recommendations on transactions and governance issues can have a significant impact on many shareholders’ opinions, and particularly the opinions of institutional shareholders. ISS publishes its proxy voting guidelines which explain the … Continue reading

Key takeaways from the 2016 proxy season in the US

By Denise Gan (Toronto) on July 28, 2016 Posted in Proxy Battles

The EY Centre for Board Matters (EYC) recently published its annual report setting out key takeaways from 2016’s proxy season in the United States. Canadian issuers should take note of the developments in the US as trends south of the border will impact the proxy landscape in Canada. Investor Communications One of the takeaways from … Continue reading