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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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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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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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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How to practice corporate social responsibility while maintaining shareholder value and without sacrificing analytical rigor.
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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 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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Each year the Securities and Capital Markets team at BLG is asked what has changed to the continuous disclosure requirements for Canadian public companies.
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One of the biggest backers of transparent financial markets concedes that dark pools, the often-criticized private trading platforms, have a purpose.
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CFOs of global organizations says they're facing a broader array of information demands from shareholders and regulators.
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