IR Leader
October 28, 2014
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Top Stories

Canadian Consultation on Capital Markets Acts Important to Derivatives Markets

As we posted earlier, the Department of Finance has published for consultation legislation to create a cooperative system under which participating provincial and territorial jurisdictions would enact uniform legislation to regulate capital markets within their jurisdictions (the Provincial Capital Markets Act (PCMA)) and the federal government would enact the Capital Markets Stability Act (CMSA) to address systemic risk in national capital markets, criminal matters and data collection across all jurisdictions. A common regulator, the Capital Markets Regulatory Authority (CMRA), would administer the provincial system (in participating jurisdictions) and the federal system.

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New Cooperative Capital Markets Regulator: How It Works (And Some Unresolved Issues)

On September 8, 2014, the Canadian government and the British Columbia, Ontario, Saskatchewan and New Brunswick governments entered into a memorandum of agreement (Agreement) formalizing the terms and conditions of the cooperative capital markets regulatory system (Cooperative System).

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Just In Time For 2015 Proxy Season: Disclosure Requirements For Gender Diversity, Director Tenure

On October 15, 2014, the securities regulatory authorities of Manitoba, New Brunswick, Newfoundland and Labrador, Northwest Territories, Nova Scotia, Nunavut, Ontario, Quebec and Saskatchewan (participating jurisdictions) finalized amendments to National Instrument 58-101 Disclosure of Corporate Governance Practices and Form 58-101F1 Corporate Governance Disclosure, requiring disclosure relating to gender diversity on boards and in senior management and director tenure.

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ISS Proposes New Methodology For Evaluating Equity Plan Proposals

A key component to evaluating whether to place an equity plan proposal in a proxy is whether or not ISS will support the plan. Accoding to ISS, while it has historically recommended against approximately 30 percent of equity plan proposals each year under existing policy (ranging from 30 percent to 42 percent during the period from 2005 to 2013), the vast majority of plan proposals receive the requisite number of votes to pass. In the aftermath of the 2008-2009 financial "meltdown," no more than nine equity plan proposals have failed to garner majority support each year (2010 through 2013), compared with 22 failed plans in 2005.

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2015 Benchmark Policy Consultation

To ensure its voting policies take into consideration the perspectives of the corporate governance community and the views of its institutional clients, ISS gathers broad input each year from institutional investors, issuers, and other market constituents through a variety of channels and mediums. Following the release in October of its 2015 policy survey results, ISS is now making available for public comment draft 2015 voting policies on select topics.

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"Comply or Explain" Disclosure Regarding Women on Boards and in Senior Management to Apply for the 2015 Proxy Season

On October 15, 2014, all of the securities regulatory authorities in Canada, other than in Alberta and British Columbia, announced that they were implementing amendments to National Instrument 58-101 Disclosure of Corporate Governance Practices.

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ISS Proposes 2015 Policy Updates

Yesterday, Institutional Shareholder Services, the proxy advisory firm, published proposed changes to its proxy voting guidelines for the 2015 proxy season. The proposals applicable to U.S. companies are limited and do not include any proposed change relating to unilateral bylaw amendments. ISS had recently surveyed institutional investors and public companies and reported receiving strong responses from investors against boards that unilaterally adopt bylaw amendments that reduce shareholder rights.

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Social Media Requires Better Risk Management, Accenture Report Shows

Traditional risk management policies are not sufficient when it comes to handling the plethora of exposures posed by social media, a new report from Accenture Finance & Risk Services cautions.

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As Activist Investors Gain Strength, Boards Surrender to Demands

Corporate America may try to hide from its shareholders, but two recent shake-ups - involving the tech giant Hewlett-Packard and Darden Restaurants, the owner of Olive Garden and other chains - show that escape is no longer possible. Shareholder activism has rapidly changed how corporate America thinks.

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The CSA Proceeds with Amendments to the Early Warning Reporting Regime but Abandons Two Key Proposed Changes

On October 10, 2014, the Canadian Securities Administrators (CSA) published CSA Staff Notice 62-307, which sets out changes to previously announced proposed amendments to Canada's early warning reporting regime.

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TSX Adopts Extension Amendments Regarding Security-Based Compensation Arrangements and Backdoor Listings

The Toronto Stock Exchange has adopted amendments to the TSX Company Manual, which: allow listed issuers to adopt security-based compensation arrangements for employees of a target company in the context of an acquisition without obtaining security approval; and broaden the scope of the transactions that may be considered "backdoor listings". The amendments to the TSX Company Manual came into force on October 1, 2014.

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