Category: Corporate Governance

2020 Proxy Advisory Firm Voting Guidelines: Canadian Highlights

January 22, 2020

In preparation 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), respectively. This bulletin addresses certain topics covered by the ISS benchmark policy recommendations and Glass Lewis’s proxy guidelines and shareholder initiatives guidelines, respectively, in each case for the…

Clawback Policies Gain More Ground in Canada

November 18, 2019

Despite a lack of legislative change over the past eight years, the use of “clawback” provisions—arrangements under which an employee forfeits previously awarded compensation—have become increasingly common in Canada. Canadian public companies listed in the U.S. are subject to statutory clawbacks for certain employees. As well, certain Canadian financial institutions regulated by the Office of the Superintendent of Financial Institutions…

Governance Policy Check-Up: It May Be Overdue

October 3, 2019

With an ever-shifting regulatory landscape filled with complex and evolving risks, public companies need to be vigilant in ensuring that their governance policies appropriately reflect current best practices. However, one size does not fit all, so it is critical to both understand the particular context of the organizational structure, as well as the menu of practices that facilitate the proper…

Broad Changes to CBCA Proposed: Directors’ Duties, Additional Disclosure and Annual Say-on-Pay

April 11, 2019

Significant amendments to the Canada Business Corporations Act (CBCA) proposed in the federal government’s omnibus budget implementation bill (Bill) would codify into statute some of the principles relating to directors’ duties set out in the landmark Supreme Court of Canada (SCC) 2008 decision BCE Inc. v. 1976 Debentureholders (BCE). The Bill would also require that certain CBCA corporations develop an…

Quebec Court of Appeal Weighs in on Defences Available to Directors in Unpaid Wages Lawsuit

April 11, 2019

The Quebec Court of Appeal (Court of Appeal) recently addressed the timely and important issue of the scope of the defences available to corporate directors being sued under section 119(2) of the Canada Business Corporations Act (CBCA) in relation to unpaid wages. In Desgagné c. Commission des normes, de l’équité, de la santé et de la sécurité du travail (available…

2019 Proxy Advisory Firm Voting Guidelines: Canadian Highlights

February 11, 2019

In preparation 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), respectively. This bulletin addresses certain areas of the updated topics covered by the ISS benchmark policy recommendations and Glass Lewis’s proxy guidelines and shareholder initiatives guidelines, in each…

Codes of Responsible Business Conduct: When Good Intentions Become Binding

December 3, 2018

Voluntary codes of conduct have become common (and even expected) practice as part of a broader corporate social responsibility (CSR) strategy for companies across all industries. Increasingly, companies have been facing litigation and reputational risks in connection with the implementation of their CSR goals and policies as articulated in their codes of conduct.

The Cutting Edge of Compliance: Best Practices and Recent Developments in Anticorruption, Investigations and Responding to Government Enforcement

November 15, 2018

Proactive anticorruption compliance programs, risk assessments and detailed due diligence practices can make the world of difference when engaging in global business transactions. Join us for a one-on-one discussion with Jonathan Drimmer, Deputy General Counsel at Barrick Gold, to hear his first-hand experience on the cutting edge of compliance and how proactive efforts can safe-guard your business in foreign jurisdictions….

Director Independence Regime – Time for a Change?

April 23, 2018

The Canadian Securities Administrators (CSA) have received formal submissions (Submissions) on Consultation Paper 52-404 – Approach to Director and Audit Committee Member Independence (Consultation Paper) from 27 commentators, ranging from public companies, large investors, governance commentators, professional bodies and practitioners at law firms, among others, with several Submissions representing the collective views of numerous contributing organizations. The Consultation Paper considers…

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…