IR Leader
October 21, 2014

Top Stories

Proposal for Canadian Cooperative Capital Markets Regulator: The Provincial Capital Markets Act

On October 9, 2015, the Canadian federal government's latest initiative to develop a cooperative capital markets regulatory regime continued to progress with the addition of Prince Edward Island as the fifth province to join in on this proposal.

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Rules Requiring Disclosure of Participation of Women on Boards and in Senior Management Coming Into Force December 31, 2014

The Canadian Securities Administrators (CSA) published October 15, 2014 in final form amendments to the governance disclosure rules contained in National Instrument 58-101 - Disclosure of Corporate Governance Practices (Amendments) that will require public companies which are reporting issuers in Manitoba, New Brunswick, Newfoundland and Labrador, Northwest Territories, Nova Scotia, Nunavut, Ontario, Quebec and Saskatchewan to provide disclosure in their management proxy circulars (or in their Annual Information Form, if no circular is sent to their securityholders) regarding the representation of women on their boards and in executive officer positions. The Amendments do not apply to issuers listed on the TSX Venture Exchange.

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Where Are the Women? New Disclosure for TSX-Listed Issuers

New corporate governance disclosure requirements relating to the representation of women on boards and in senior management and director term limits were released by most of the securities regulatory authorities in Canada on October 15, 2014. These amendments apply to TSX-listed and certain other non-venture issuers only and will come into effect on December 31, 2014, in time for the 2015 proxy season.

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ISS Considering Changing Course on Independent Chair Shareholder Proposals

ISS is requesting feedback on a change to its voting policy on independent chair shareholder proposals. ISS' current policy is to generally recommend for independent chair shareholder proposals unless the company satisfies all of their specified criteria.

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Too Many Canadian Companies Remain Unprepared to Deal With Next Wave of Shareholder Activism

Canada has a welcoming regulatory regime with a more lax warning threshold.

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Women on Boards and in Senior Management: Final Disclosure Rules Released

On October 15, 2014, the securities regulatory authorities of Manitoba, New Brunswick, Newfoundland and Labrador, Northwest Territories, Nova Scotia, Nunavut, Ontario, Qu├ębec and Saskatchewan (the "participating jurisdictions") announced the final amendments to National Instrument 58-101 Disclosure of Corporate Governance Practices and Form 58-101F1 Corporate Governance Disclosure (the "Final Rule"). Provided that all necessary ministerial approvals are obtained, the Final Rule will come into effect on December 31, 2014, in time for the 2015 proxy season. The securities commissions in Alberta and British Columbia have not participated in the Final Rule.

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New Disclosure Rules Regarding Women on Boards to be Effective for 2015 Proxy Season

New disclosure rules regarding the representation of women on the boards and in senior management of public companies, and term limits, will come into effect December 31, 2014. Disclosure will be required for all management information circulars (or annual information forms if the issuer does not send out a management information circular) which are filed following an issuer's financial year ending on or after December 31, 2014.

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Canadian Securities Regulators Abandon Certain Key Amendments to Early Warning System

Further to our March 2013 bulletin, we are reporting an update on the 2013 Proposals of the Canadian Securities Administrators (the "CSA") to amend the reporting threshold, triggers and related disclosure requirements under the "early warning system". These proposals would have, among other things, lowered the early warning threshold and required the inclusion of certain derivatives in the reporting calculation.

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Why Are Sell-Side Stock Market Analysts So Wrong?

Why are sell-side stock market analysts so wrong? Is there a better way to gather earnings estimates?

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