IR Leader
August 26, 2014

Top Stories

Canada's Top Official for Women's Issues Presses Companies to Appoint More Females to Boards

Kellie Leitch, Canada's minister for women's issues, said she's contacting the country's largest companies in a campaign to increase the number of woman on corporate boards.

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Issuers, Proxy Contests and Funding Advantages

In the world of corporate governance, shareholders wanting to change the membership of the board have an inherent disadvantage. Costs associated with any contest must be paid by the shareholder. Management, on the other hand, can use the corporate treasury to counter the efforts.

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Canadian Public Company Disclosure Deficiency Rate Nearly Doubled in 2014

The Canadian Securities Administrators (CSA) recently released CSA Staff Notice 51-341 setting out the results of their Continuous Disclosure Review Program for fiscal 2014.

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Pay For Performance Comes of Age

2014 is proving to be a banner year in the long evolution of the pay-for-performance movement.

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Annual Report 2014

The Ontario Securities Commission released its 2014 annual report, which provides an overview of the OSC's key accomplishments over the course of the last year in relation to its stated goals.

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Issuers Cautiously Adopt Notice-and-Access This Proxy Season

The numbers are in and we've counted them. The notice-and-access system - under which public issuers may post proxy information circulars online rather than distribute them by mail - was adopted by a total of 319 companies this proxy season.

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Online Notice-and-Access a Flop with TSX Issuers

Less than 10% of TSX and TSXV issuers have adopted notice-and-access provisions during this proxy season, according to a study conducted by Blake, Cassels & Graydon.

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The Polarizing Effect of National Policy 25-201

In our recent post on June 24, 2014, we reported that the Canadian Securities Administrator (CSA) published for comment proposed National Policy 25-201 Guidance for Proxy Advisory Firms (NP 25-201). At its core, the purpose of NP 25-201 is to set out non-prescriptive guidelines for proxy advising firms to address issues relating to conflicts of interest, transparency, reporting standards and public consultation. Some issuers are concerned that NP 25-201 lacks the regulatory teeth to ensure compliance while certain institutional investors feel the policy is unnecessary and inefficient, suggesting that issuers take it up with their investors instead.

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Let's Talk: Governance

In the fall of 2013, nearly 40 investor representatives shared with EY their key priorities for the 2014 proxy season: board composition (including skill set, diversity, and tenure and renewal), board elections and leadership, sustainability, executive compensation, and political and lobbying spending and oversight. This publication reviews how developments around these topics - and more - played out over the 2014 proxy season through shareholder proposal submissions, investor voting trends, proxy statement disclosures and behind-the-scenes company-investor engagement.

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