IR Leader
January 28, 2014
CIRI Issues Committee provides updates on the following Issues and Advocacy initiatives:

           Proposed Amendments: Form 58-101F1 Corporate Governance Disclosure (Form 58-101F) of
           National Instrument 58-101 Disclosure of Corporate Governance Practices (NI 58-101)

           IR Issues Brief - Advance Notice By-laws

           CSA Transition of National Systems to CGI
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Top Stories

Five Developments to Follow in 2014 - Pay-Ratio Disclosure

In accordance with the U.S. Dodd-Frank Act, the Securities and Exchange Commission introduced proposed rules in September 2013 to provide for new 'pay ratio disclosure' obligations. According to the proposal, every public company would be required to disclose the ratio of the compensation of its principal executive officer (PEO) to the median compensation of its employees in any filings that mandate executive compensation disclosure, such as annual reports, registration statements, and proxy and information statements.

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Regulators Take Aim at Shareholder Votes

Companies, pension funds call for changes to tangled, unreliable system that often produce inaccurate tallies.

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Canadian Securities Regulators Propose Changes to the Prospectus-Exempt Distribution of Short-Term Debt and Short-Term Securitized Products

The Canadian Securities Administrators (CSA) today published for comment proposed amendments relating to the short-term debt prospectus exemption in National Instrument 45-106 Prospectus and Registration Exemptions.

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CSA Narrows Focus of ABCP Reforms

Comprehensive reforms initially sought are not necessary, regulators say.

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OSC Releases Proposed "Comply or Explain" Governance Disclosure Requirements Regarding Director Term Limits and Gender Diversity

On January 16, 2014, the Ontario Securities Commission (OSC) released proposed amendments to corporate governance disclosure requirements (Proposed Amendments). The Proposed Amendments follow on a consultation paper released by the OSC in July, 2013 and a subsequent public roundtable discussion regarding the paper. A transcript of the roundtable discussion was also released.

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Five Developments to Follow in 2014 - Director Tenure

As we've previously discussed, ISS released its 2014 Corporate Governance Policy Updates in November of last year. ISS also announced that it was continuing consultations on a number of issues that could result in policy changes for 2015, with director tenure being identified as one such issue in the U.S. and Canada. Currently, ISS' Benchmark U.S. and Canada Voting Policies do not consider director tenure as a factor in setting vote recommendations in director elections.

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OSC Not On Board With Quotas

The OSC has proposed new requirements to increase transparency regarding the representation of women.

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Proposed OSC Amendments to Form 58-101F1 Corporate Governance Disclosure of National Instrument 58-101 Disclosure of Corporate Governance Practices

Request for Comment

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OSC Proposes Requiring Disclosure of Board Gender Diversity

The Ontario Securities Commission today released proposed amendments to enhance the disclosure of boards' gender diversity.

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