Tag archives: majority voting

5 Key Developments in Canadian Corporate Governance Rules in 2017

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.

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Federal government proposes changes to corporate law: What it means for corporate governance and 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 activism in Canada. Here are some of the key things issuers and investors will need to know.

 Election of directors

 The Amendments introduce several changes to the election of directors. They will require publicly traded corporations, with some prescribed exceptions, to:

  • hold
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Majority voting and board diversity trends

As recently highlighted in the Harvard Law School Forum on Corporate Governance and Financial Regulation, a report (the Report) by Institutional Shareholder Services (ISS) found that majority voting practices and annual board elections, along with increases in board diversity, are the new norm.

The Report examined the public filings of Standard & Poor’s U.S. “Super 1,500” companies (S&P 1500)  comprised of the S&P 500, MidCap 400 and SmallCap 600 indices from the period of July 1, 2014 through June 30, 2015.

Majority Voting and Annual Elections

Majority voting is now the clear market standard amongst … Continue Reading

Glass Lewis Proxy Paper Guidelines: Updates for 2015

Yesterday, Glass, Lewis & Co., LLC (Glass Lewis) released a new version of its Proxy Paper Guidelines (the Guidelines) (updated as of December 30, 2014), previously released on November 5, 2014.

Key changes in the 2015 Guidelines as compared to the 2014 Guidelines include:

1              Majority voting – Glass Lewis recommends that, for uncontrolled companies listed on the Toronto Stock Exchange (TSX), shareholders withhold votes from all members of those companies’ governance committees if they have not adopted a majority voting policy.  This recommendation was updated to align the Guidelines with the TSX’s announcement on February 13, 2014 that uncontrolled … Continue Reading

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