Category: Corporate Governance

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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and deliberations, the Organisation for Economic Co-operation and Development (OECD) rendered public a revised draft Guidance on Due Diligence for Responsible Business Conduct (RBC Guide).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…

Whitepaper: 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.

Bill C-25 Looks to Include Majority Voting, Diversity Disclosure Requirements in Canada Business Corporations Act

October 24, 2016

The Government of Canada recently introduced Bill C-25 (Bill), titled “An Act to amend the Canada Business Corporations Act, the Canada Cooperatives Act, the Canada Not-for-profit Corporations Act and the Competition Act”. Among the changes to the Canada Business Corporations Act (CBCA) proposed in the Bill are: Substantial amendments to the director-election provisions A requirement for certain corporations to send…

Doing Business in Canada

September 9, 2016

Viewpoint: Canadian Securities Laws, Issuer Websites and Social Media: Do The Evolution

August 25, 2016

A lot has changed since the ’90s and change has, for the most part, been a good thing, although I still have a nostalgic yearning to wear plaid flannel and Doc Martens again. Despite the astonishing technological developments over the past 25 years, one thing that hasn’t kept pace has been the Canadian Securities Administrators’ approach to the permitted methods for the initial dissemination…

Are Mandatory Gender Diversity Targets Coming for Public Companies in Ontario?

June 14, 2016

On June 7, 2016, the Ontario government announced that it has accepted all 11 recommendations set forth in Catalyst Canada’s report, Gender Diversity on Boards in Canada: Recommendations for Accelerating Progress (Report). Catalyst Canada is a non-profit organization whose mission is to accelerate progress for women through workplace inclusion. The Report was commissioned by the Government of Ontario and is…

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