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,…

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…

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…