Our newly released annual report Davies Governance Insights 2016 analyzes the top governance trends and issues important to Canadian boards, senior management and governance observers.
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The securities regulatory authorities in Manitoba, New Brunswick, Newfoundland and Labrador, Northwest Territories, Nova Scotia, Nunavut, Ontario, Québec, Saskatchewan and Yukon (the participating jurisdictions) today published CSA Multilateral Staff Notice 58-308 Staff Review of Women on Boards and in Executive Officer Positions - Compliance with NI 58-101 Disclosure of Corporate Governance Practices.
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The Canadian Securities Administrators (CSA) today published CSA Staff Notice 11-332 Cyber Security to promote cyber-security awareness, preparedness and resilience in Canadian capital markets.
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Many US and Canadian public companies have implemented so-called advance notice provisions ("ANPs"), bylaws and policies requiring shareholders to provide a company with notice by a specified deadline should they wish to propose an alternative slate of directors at a shareholder meeting. Recently, a shareholder of a US company listed on the New York Stock Exchange ran out of time to provide the usual form of notice and instead nominated "placeholder candidates". This article examines the novel and previously untested tactic of nominating "placeholder candidates" in proxy contests.
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Inquiring minds want to know. Following my blog on Tuesday (Say on Pay Frequency Vote in 2017) what are the rest of your tips and reminders for 2017 proxy season?
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On September 14, 2016, the Alberta Securities Commission (ASC) published for comment proposed amendments to National Instrument 58-101 - Disclosure of Corporate Governance Practices and Form 8-101F1 - Corporate Governance Disclosure that establish disclosure requirements regarding the representation of women on boards of directors and in executive officer positions of non-venture issuers as well as with respect to term limits or other mechanisms of board renewal for board directors (Proposed Amendments).
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The insider trading policies of almost all public companies contain closely monitored "black out" periods that prohibit trades by designated classes of employees during certain periods in the company's SEC reporting cycle. Less prevalent, and less rigidly enforced, are "quiet period" policies, which generally forbid management from discussing financial results, business outlook or other material matters with analysts and investors.
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Officers, Directors of regulated businesses and advisors must keep up with evolving regulatory and other policy priorities as a matter of effective risk management. Few could deny that this can be challenging in the face of the avalanche of reviews and proposed revisions to the financial and capital markets landscape since the meltdown of the past decade.
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Proxy access - the process that allows shareholders to nominate their own board candidates on the corporate ballot - again promises to be a flash point for companies and shareholders.
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On July 21 2016, the CEOs of thirteen high-profile public companies, asset managers and pension and mutual funds released the Commonsense Principles of Corporate Governance. The signatories include some of the most respected names in American business and were headlined by Warren Buffett of Berkshire Hathaway Inc., Mary Barra of General Motors, Larry Fink of Blackrock, Jeffrey Immelt of General Electric, and Bill McNabb of Vanguard. Their open letter states that the purpose of the group was to reach consensus on what "good corporate governance" means in the real world, and that while they recognize that there is significant variation among public companies, they nevertheless intend the principles to serve as "a starting point" for discussion.
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Organizations often spend a disproportionate amount of time focused on writing and publishing an integrated report rather than on the more difficult considerations that will make the report a reflection of the way a company ethically and responsibly delivers superior financial performance.
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