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One Proxy, One Vote: CSA Provides Update on Review of Proxy Voting Infrastructure

Fulfillment of the promise of one proxy, one vote remains elusive as the Canadian Securities Administrators ("CSA") continue their review of the integrity and reliability of proxy voting in Canada.

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SEC Proposes Rules for Hedging Disclosure; Staff to Review Rule 14a-8(i)(9)

On February 9, 2015, the Securities and Exchange Commission (SEC) proposed for comment new corporate disclosure rules regarding public company issuer hedging policies applicable to directors, officers and employees. The SEC's proposed rules implement Section 955 of the Dodd Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank), which amended the Securities Exchange Act of 1934 to add a paragraph requiring issuers to disclose whether employees or directors are permitted to purchase financial instruments designed to hedge any decrease in the market value of the issuer’s equity securities granted as compensation to, or held by, the director or employee.

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CSA Publishes Progress Report on Review of the Proxy Voting Infrastructure

On January 29, 2015, the Canadian Securities Administrators (CSA) published CSA Staff Notice 54-303?Progress Report on Review of the Proxy Voting Infrastructure. The report outlines the progress made to date by the CSA in its review of the network of organizations, systems, legal rules and market practices that support the solicitation and tabulation of proxy votes in Canada. In the CSA's view, its efforts have revealed that the "current proxy voting infrastructure is antiquated and fragmented and needs to be improved". As the proxy voting infrastructure needs to support accurate, reliable and accountable vote reconciliation, the report identifies areas for improvements and, for entities that play key roles in vote reconciliation, sets out steps for them to take for the 2015 and 2016 proxy seasons.

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Board Renewal: A Focus on Board Performance

Long-serving boards and board renewal policies may face increasing scrutiny in the 2015 proxy season. Canada's Institute of Corporate Directors (ICD) recently released a position paper, Beyond Term Limits: Using Performance Management to Guide Board Renewal (the ICD Paper) which calls on boards of directors to rethink their board renewal policies and encourages a more proactive and flexible approach to renewal, focusing on director performance and cautioning against over-reliance on term limits.

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Shareholder Value and CSR: Friends or Foes?

How to practice corporate social responsibility while maintaining shareholder value and without sacrificing analytical rigor.

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SEC Proposes Hedging Disclosures Regarding Directors, Officers and Employees

The SEC has proposed rules to implement Section 955 of the Dodd-Frank Wall Street Reform and Consumer Protection Act, as codified in Section 14(j) of the Exchange Act, which requires annual meeting proxy statement disclosure of whether employees or members of the board of directors are permitted to engage in transactions to hedge or offset any decrease in the market value of equity securities granted to the employee or board member as compensation, or held directly or indirectly by the employee or board member.

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Hedge Funds Keep Winning Despite Losing

Hedge funds are in a six-year slump. Financial markets have been rising but these highly paid investors can't seem to keep up. It's getting so bad, hedge funds are starting to draw comparisons to mutual funds, long criticized for poor performance relative to their fees. It's a bit like saying Ferraris are starting to resemble Fords.

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Time Is Up! Contact CIRI to Renew Your Membership

Time is up to renew your CIRI membership online. If your membership is outstanding and you wish to renew, please contact the CIRI National office at (416) 364-8200 today!

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