Topic: Corporate Governance

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Activist Shareholders Trading on the Blockchain: Is the Prized Secrecy Compromised?

Background: Registered Shareholders and Beneficial Shareholders While a registered shareholder holds its shares directly with a company and can be contacted through its transfer agent, a beneficial shareholder does not have the shares registered in its name. Instead, a securities depository is the registered shareholder. There are two types of beneficial shareholders, a Non-Objecting Beneficial … Continue reading

Canadian Securities Administrators are seeking comments on soliciting dealer arrangements

By Trevor Zeyl on April 19, 2018 Posted in Compliance, Corporate Governance, M&A, Proxy Battles, Shareholder Activism

The Canadian Securities Administrators (the “CSA”) have issued CSA Staff Notice 61-303 and Request for Comment – Soliciting Dealer Arrangements (the “Notice”) on the use of soliciting dealer arrangements. “Soliciting dealer arrangements” generally refer to agreements entered into between issuers and investment dealers under which the issuer agrees to pay to the dealers a fee … Continue reading

Trends in Environmental Social Governance

By Jaray Zhao (Toronto) on January 18, 2018 Posted in Corporate Governance, Securities

Corporations are facing increasing pressure to offer more transparency and disclosure with respect to their governance practices that promote environmental and social sustainability. This year’s trends in Environment Social Governance (ESG) in the context of Canadian corporate governance indicate that more and more corporations are including ESG as part of their core mandates and that … Continue reading

Governance Oversight – Is Your Board An Active One?

By Walied Soliman on January 11, 2018 Posted in Corporate Governance

In a recent interview with Christopher P. Skroupa on Forbes.com, Walied Soliman (Chair of Norton Rose Fulbright Canada, LLP and Co-Chair of Norton Rose Fulbright’s Canadian special situations team) weighs in on what it means to be an active director. The interview can be viewed here. Stay connected with Special Situations Law and subscribe to the blog … Continue reading

Ignoring board gender diversity is no longer an option

By Michael Viner (Toronto) on January 10, 2018 Posted in Corporate Governance, Shareholder Activism

Discussions around board gender diversity are picking up steam in the lead up to the 2018 proxy season. Some of the leading proxy advisory firms, namely the Institutional Shareholder Services (ISS) and Glass Lewis & Co. LLC (Glass Lewis), appear to have caught wind of the discussions – both firms added a voting policy in … Continue reading

Glass Lewis’ 2018 Canada Policy Guidelines on Proxy Advice

By Victoria Riley (Toronto) on January 4, 2018 Posted in Corporate Governance, Proxy Access, Proxy Battles, Shareholder Activism

Glass, Lewis & Co., LLC (Glass Lewis), a leading governance and proxy voting firm, has recently released its 2018 Policy Guidelines for Proxy Advice in Canada. The following are three of its key changes from the 2017 Policy Guidelines: Board Gender Diversity In the new year, Glass Lewis will not make voting recommendations solely on the … Continue reading

5 Key Developments in Canadian Corporate Governance Rules in 2017

By Walied Soliman and Orestes Pasparakis on December 20, 2017 Posted in Corporate Governance

Members of Norton Rose Fulbright’s Canadian Special Situations team have published an article on the firm’s website highlighting key developments in Canadian corporate governance rules in 2017. The article can be found here: http://www.nortonrosefulbright.com/files/ca-5-key-developments-in-canadian-corporate-governance-rules-in-2017-161267.pdf. Stay connected with Special Situations Law and subscribe to the blog today. … 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

ISS releases 2018 Americas Proxy Voting Guidelines Updates

By Joe Bricker (Toronto) on November 22, 2017 Posted in Compliance, Corporate Governance, Shareholder Activism

On November 16, 2017, Institutional Shareholder Services (ISS) released its 2018 Americas Proxy Voting Guidelines Updates (the Updates). These updates implement changes in a number of areas, with the most significant being a gender diversity policy and new criteria for determining when a director is “overboarded”. Except where indicated below, the changes are effective for … Continue reading

Management diversity: will targets and quotas improve gender diversity?

By Lucy Liu (Toronto) on November 21, 2017 Posted in Corporate Governance

On October 5, 2017, the Canadian Securities Administrators (CSA) released Staff Notice 58-309 (Staff Notice) reporting findings of a review carried out by various Canadian securities regulators of disclosure regarding women on boards and in executive officer positions by TSX issuers, as prescribed in National Instrument 58-101 Disclosure of Corporate Governance Practices. We previously reported … Continue reading

Environmental, social and governance (ESG) practices are paving their way into the mainstream

By Peter Charbonneau (Toronto) on November 6, 2017 Posted in Corporate Governance, Securities

As discussed in our earlier blog post, the Kingsdale Advisors’ (Kingsdale) annual Proxy Season Review for 2017 identified ESG trends as one of several issues on the horizon for public companies. Kingsdale noted that heightened scrutiny from investors could translate into a demand for enhanced disclosure on the part of issuers. The three factors that … Continue reading

Trends and predictions in Canadian proxy contests

By Joe Bricker (Toronto) on October 2, 2017 Posted in Corporate Governance, Shareholder Activism

Kingsdale Advisors (Kingsdale) recently released its annual Proxy Season Review for 2017. The report examines trends observed in 2017 and provides analysis on what the future may hold for Canadian proxy contests. The report also outlines strategic recommendations for Canadian companies. Looking back – trends from 2017 Shareholder activism: alive and well. Kingsdale reports that … Continue reading

Expect the unexpected: what boards can do to plan for crises

By Dana Carson on September 8, 2017 Posted in Corporate Governance

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 by all companies for a variety of reasons today. According to a recent article in … Continue reading

Investors heating up the conversation on climate change

By Lucy Liu (Toronto) on August 21, 2017 Posted in Corporate Governance, Shareholder Activism

Shareholders are placing increased value on non-financial factors when making investment decisions. Some of these factors are environmental and social issues. In particular, shareholder proposals on climate change have recently gained some traction. In 2016, a record breaking number of climate change resolutions were filed. This shift in focus is attributed to the 2015 Paris … 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

The CCGG’s stewardship principles

By Michael Viner (Toronto) on June 19, 2017 Posted in Corporate Governance, Shareholder Activism

Last month, the Canadian Coalition for Good Governance (CCGG) published its new Stewardship Principles paper designed to assist institutional investors fulfil their responsibilities to their beneficiaries or clients and enhance the value of their investments. The principles reflect what the CCGG believes are appropriate stewardship responsibilities for institutions investing in Canadian public equities and are … Continue reading

Making your vote count II: CSA finalizes proxy voting protocols

By Walied Soliman, Andrea Brewer and Nader Hasan (Toronto) on March 20, 2017 Posted in Corporate Governance, Securities

The Canadian Securities Administrators (CSA) have recently released finalized guidance and protocols for meeting vote reconciliation under CSA Staff-Notice 54-305 Meeting Vote Reconciliation Protocols (the Protocols) which are implemented on a voluntary basis. The Protocols mark the latest step in a systemic review that began in 2013 to bring greater transparency and simplicity in vote … Continue reading

Glass Lewis’ 2017 Canada policy guidelines

By Kristine Spence on March 13, 2017 Posted in Corporate Governance

Towards the end of last year, Glass, Lewis & Co., LLC (Glass Lewis), a leading governance and proxy voting firm, released its 2017 Proxy Paper Guidelines for Canada (the Guidelines) for the upcoming 2017 proxy season. Although the Guidelines contain changes compared to the guidelines released by Glass Lewis in 2016, most were foreshadowed in … Continue reading

Board watch: more complexity, more committees

By Dana Carson on February 22, 2017 Posted in Corporate Governance

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. The creation of additional committees has been one way to manage the burden. According to … Continue reading

An age of shareholder empowerment

By Jenny Yoo on January 16, 2017 Posted in Corporate Governance, Shareholder Activism

In a corporate directors survey (the Survey) entitled “The swinging pendulum: Board governance in the age of shareholder empowerment”, PricewaterhouseCoopers LLP (PwC) presents current trends in investor influence and their impact on governance practices of boards and management teams. Conducted amongst 884 company directors in the summer of 2016 with respondents representing over 24 industries, … Continue reading

Corporate governance, in Silicon Valley and beyond

By Dana Carson on January 9, 2017 Posted in Corporate Governance

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 companies. Less often discussed are the industry-specific practices tailored by companies to fit their businesses. … Continue reading

Federal government proposes changes to corporate law: What it means for corporate governance and shareholder activism

By Walied Soliman and Andrea Brewer on October 6, 2016 Posted in Corporate Governance, Shareholder Activism

On September 28, 2016, Canada’s federal government introduced a bill proposing amendments (the Amendments) to the Canada Business Corporations Act (the CBCA), among other acts. The Amendments include new requirements for electing directors, mandatory diversity disclosure, and changes to shareholder communications. These proposed changes, if enacted, will have significant effects on corporate governance and shareholder … Continue reading

Corporate governance principles: The start of a new conversation?

By Alexander Schmitt (Toronto) on September 16, 2016 Posted in Corporate Governance

On July 21 2016, the CEOs of thirteen high-profile public companies, asset managers and pension and mutual funds released the Commonsense Principles of Corporate Governance. The signatories include some of the most respected names in American business and were headlined by Warren Buffett of Berkshire Hathaway Inc., Mary Barra of General Motors, Larry Fink of … Continue reading