The TSX has adopted and the Ontario Securities Commission has approved amendments to Parts I, III, IV, and VI of the TSX Company Manual, which vary and enhance some exemptions available to issuers listed on two or more exchanges or marketplaces.
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Earlier this year, the Canadian Coalition for Good Governance (CCGG) released its publication 'Shareholder Involvement in the Director Nomination Process: Enhanced Engagement and Proxy Access', proposing enhanced proxy access to facilitate shareholders' nomination of directors for Canadian public companies (CCGG Proposal). The CCGG Proposal draws upon the voluntary adoption of such proxy access by some U.S. public companies. However, in Canada, unlike the U.S., there already exist statutory mechanisms for shareholder nomination of directors through the proxy process.
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One of the main pillars of good corporate governance in Canada is the independence of the board. So, it should be fairly straightforward for everyone to identify what exactly is an independent director. But it is not. It depends on whose standards one uses to look at the question. It also depends on the situation in connection with which the question arises.
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U.S. regulators and stock exchanges are re-examining rules designed to ensure orderly trading in equities after investors fell afoul of them during a near-unprecedented bout of volatility at the beginning of last week, exchange officials said.
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This essay argues that regulatory reforms introduced by the Dodd-Frank Act of 2010 in the area of executive compensation have not yet achieved their purpose of linking executive pay with company performance. The rule on shareholder say-on-pay appears to have had limited success over the five proxy seasons since its adoption.
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As shareholder activists continue to gain access to the boardroom with unprecedented frequency, it is more important than ever for executives and directors to be prepared for the possibility and have strategies in place to ensure the effective evaluation, selection and integration of activist directors.
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Are short-term restricted stock compensation programs missing the mark?
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The Dodd-Frank Wall Street Reform and Consumer Protection Act ('Dodd-Frank') became federal law on July 21, 2010 to provide safeguards for consumers and increase transparency in the U.S. capital markets in response to public outcry over a lack of oversight in these areas that came to light during the financial crisis that began in 2007. Certain provisions of Dodd-Frank require enhanced disclosure of executive compensation by public companies, and the act further requires exchange listed companies to adopt policies to recoup executive compensation in certain circumstances.
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As clients become more aware of environmental and social issues, responsible investing is being regarded less as a niche market and more as a sensible way to invest.
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