On January 10, 2011, the Ontario Securities Commission published
OSC Staff Notice 54-701 - Regulatory
Developments Regarding Shareholder Democracy Issues which
confirms their continued review of protections for
shareholders' rights and corporate governance and provides an
update regarding the status of OSC staff's work in the
area. The Notice states that staff is considering the
potential development of regulatory proposals regarding the
Slate Voting and Majority Voting for Uncontested
Director Elections: Currently directors may be
elected by shareholders voting for a slate of directors or by
shareholders voting for each proposed director. While
institutional investors have recommended withholding voting for
slates of directors, securities legislation does not currently
address this issue. The OSC is also reviewing whether
individual proposed directors should be required to obtain a
majority of shareholder votes in order to be elected.
Shareholder Advisory Votes on Executive
Compensation (Say-on-Pay): While the Canadian
Coalition for Good Governance recommends an annual non-binding
advisory vote by shareholders on compensation policies and
procedures, the OSC is reviewing whether it is appropriate to
require such a shareholders' vote.
The Effectiveness of the Proxy Voting
System: The OSC is reviewing what regulations,
if any, need to be implemented to ensure an effective proxy voting
system that allows shareholders to make informed decisions and
effectively exercise their voting rights at shareholders'
Further issues may arise as a result of their continuing
review. The OSC is soliciting public comments on whether
regulation of these issues is desirable and what the scope of such
regulation should be. Comments must be received by the OSC by
March 31, 2011.
About Ogilvy Renault
Ogilvy Renault LLP is a full-service law firm with close to 450
lawyers and patent and trade-mark agents practicing in the areas of
business, litigation, intellectual property, and employment and
labour. Ogilvy Renault has offices in Montréal, Ottawa,
Québec, Toronto, Calgary and London (England), and serves
some of the largest and most successful corporations in Canada and
in more than 120 countries worldwide. Find out more at
Ogilvy Renault joins Norton Rose Group on June 1,
The content of this article is intended to provide a general
guide to the subject matter. Specialist advice should be sought
about your specific circumstances.
To print this article, all you need is to be registered on Mondaq.com.
Click to Login as an existing user or Register so you can print this article.
Under the Income Tax Act, the Employment Insurance Act, and the Excise Tax Act, a director of a corporation is jointly and severally liable for a corporation's failure to deduct and remit source deductions or GST.
Under the Income Tax Act, the Employment Insurance Act, the Canada Pension Plan Act and the Excise Tax Act, a director of a corporation is jointly and severally liable for a corporation's failure to deduct and remit source deductions.
Register for Access and our Free Biweekly Alert for
This service is completely free. Access 250,000 archived articles from 100+ countries and get a personalised email twice a week covering developments (and yes, our lawyers like to think you’ve read our Disclaimer).