Category: Corporate Governance

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Highlights from CSA’s Report on Climate Change-Related Disclosure Project

April 17, 2018

The Canadian Securities Administrators (CSA) recently released Staff Notice 51-354 – Report on Climate change-related Disclosure Project (Report), providing the results of their review of climate change-related disclosure practices and the adequacy of the existing climate change-related disclosure regime in Canada. In addition, the staff notice sets out the CSA’s plan for continued evaluation and development of the Canadian securities…

No Such Thing as March Break (2018) – Selected Corporate and Securities Law Developments

April 13, 2018

March was once again a busy month this year for corporate and securities law developments, with the publishing of staff notices by the Toronto Stock Exchange (TSX), the Ontario Securities Commission (OSC) and Canadian Securities Administrators (CSA), as well as developments regarding proposed amendments to the Canada Business Corporations Act (CBCA) that continued to make their way through the legislative…

Key Developments in Corporate Governance and Shareholder Activism for 2018

February 7, 2018

The past year has seen a number of developments in corporate governance and shareholder activism as well as some notable proxy contests. We invite you to join us as we review recent trends and regulatory developments that are influencing public company corporate governance and shareholder activism in the Canadian market. Among other topics, this program will address: Legal developments in…

Bill 101 Aims to Bring Mandatory Compensation Voting, Majority Voting and Diversity Disclosure to Ontario Companies

January 29, 2018

Bill 101, Enhancing Shareholders Rights Act, 2017 (Bill 101), a private member’s bill that has passed second reading in the Ontario Legislative Assembly, proposes changes to the Business Corporations Act (Ontario) (OBCA), including majority voting for directors, diversity disclosure and shareholder approval of binding compensation policies. Some of these proposed changes to the OBCA (Proposed OBCA Amendments) align with the…

2018 Proxy Advisory Firm Voting Guidelines: Canadian Highlights

January 15, 2018

As an early step in preparing for the upcoming proxy season, issuers should familiarize themselves with the Canadian proxy voting guidelines recently published by Institutional Shareholder Services Inc. (ISS) and Glass Lewis & Co. (Glass Lewis). This bulletin addresses certain of the updated topics covered by the ISS benchmark policy recommendations and Glass Lewis proxy guidelines and shareholder initiatives guidelines,…

Are Directors Independent? It Depends: CSA Revisiting Regime

November 15, 2017

The Canadian Securities Administrators (CSA) have released CSA Consultation Paper 52-404 – Approach to Director and Audit Committee Member Independence (Consultation Paper) and are inviting comments on the current approach to director independence determinations and board committee membership. Although the CSA regime has remained largely unchanged since 2004, the views of various governance commentators have evolved over time, with some…

No Such Thing as March Break – Selected Corporate and Securities Law Developments

March 29, 2017

March was a busy month for corporate and securities law developments, with the publishing of staff notices by the Toronto Stock Exchange (TSX) and Canadian Securities Administrators (CSA), as well as developments regarding Ontario’s Business Corporations Act (OBCA) amendments, all while proposed amendments to the Canada Business Corporations Act (CBCA) continued to make their way through the legislative process. See…

New Due Diligence Guidance for Responsible Business Conduct

February 7, 2017

After several months of consultation and deliberations, the Organisation for Economic Co-operation and Development (OECD) rendered public a revised draft Guidance on Due Diligence for Responsible Business Conduct (RBC Guide). Comments on the draft may be provided to the OECD by February 9, 2017. Draft revisions will be carried out over the next few months with the proposed adoption of…

CSA Publishes Final Proxy Voting and Meeting Vote Reconciliation Protocols

February 6, 2017

The Canadian Securities Administrators (CSA) recently published the final form of CSA Staff Notice 54-305 Meeting Vote Reconciliation Protocols (Final Protocols) for enhancing the procedures involved in the tabulation of proxy votes for shares held through intermediaries.  BACKGROUND The CSA first published for comment proposed protocols (Proposed Protocols) on March 31, 2016 as part of CSA Multilateral Staff Notice 54-304 Final…

Nominee Directors: Rights and Responsibilities

October 25, 2016

First published by The American Lawyer, this paper examines the responsibilities of nominee directors, particularly as they apply to boards of Canadian companies, and how these directors can protect themselves from conflict situations.

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