Category: Corporate Governance

Additional Diversity Disclosure Required of CBCA Corporations in 2020

July 12, 2019

Beginning January 1, 2020, distributing corporations (generally, public companies) governed by the Canada Business Corporations Act (CBCA) will be required to provide additional diversity disclosure in connection with their next annual meeting of shareholders held on or after such date. These CBCA amendments implement parts of Bill C-25, An Act to amend the Canada Business Corporations Act, the Canada Cooperatives…

CBCA Amendments Codify Best Interests Considerations

July 4, 2019

The federal government’s omnibus budget implementation bill (Bill) received royal assent on June 21, 2019, the last sitting day of the House of Commons and Senate before breaking for the summer. Accordingly, certain significant amendments to the Canada Business Corporations Act (CBCA) are now in force, while further amendments are subject to being proclaimed into force by the Governor in…

Women on Boards: Progress on Gender Diversity Still Slow, CSA Reports

October 9, 2018

The number of women on boards and in executive positions has risen compared to last year, but progress on gender diversity remains slow, the Canadian Securities Administrators (CSA) have found in their recently published CSA Multilateral Staff Notice 58-310 Report on Fourth Staff Review of Disclosure regarding Women on Boards and in Executive Officer Positions (Notice). The Notice continues the…

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…