This summer, Canadian securities administrators issued two
consultation papers with comments due this fall. The first
initiative is an Ontario Securities Commission (OSC) staff
consultation paper on proposed new public company disclosure
requirements respecting the representation of women on boards and
in senior management, for which comments are due September
27, 2013. The second is an initiative of the Canadian
Securities Administrators (CSA) and seeks public input on specific
issues regarding the integrity of the proxy voting system, for
which comments are due November 13, 2013.
Disclosure Requirements Regarding Women on Boards and in Senior
Management (OSC Consultation Paper 58-401)
The OSC consultation was initiated at the request of the Ontario
government which foreshadowed the request in its May 2013 budget
stating: "The government strongly supports broader gender
diversity on the boards and in senior management of major
businesses, not-for-profit firms and other large
organizations....[T]he government will consider the best way for
firms to disclose their approaches to gender diversity, with a view
to increasing the participation of women on boards and in senior
The OSC consultation paper seeks input on effective policies for
increasing the number of women on boards and in senior management
and what related disclosure requirements would be most appropriate
and useful. The model proposes that non-venture issuers (other than
investment funds) will be required to provide annual disclosure
Measurement – the proportion of women on the board,
serving as executive officers and in the whole organization.
Policies respecting the representation of women – whether
the issuer has a policy to advance the participation of women in
senior management and on the board and (1) if it does not have such
a policy, an explanation of why it does not as well as any risks or
opportunity costs associated with the decision not to have such a
policy, or (2) if it does have such a policy, a summary of its key
provisions, how the policy is intended to advance the participation
of women in senior management and on the board, how it has been
implemented, the progress on meeting the objectives of the policy,
including the nature and extent of achievement of any quantitative
objectives, and a description of how the board measures the
effectiveness of the policy.
Consideration of the representation of women in the director
Consideration of the representation of women in assessing the
Review of the Proxy Voting Infrastructure (CSA Consultation
The CSA consultation paper principally seeks feedback on two
issues that the CSA believes have the greatest potential to impact
the ability of the proxy voting infrastructure to function
accurately and reliably:
Accurate vote reconciliation – whether for securities
held through intermediaries on behalf of beneficial owners there is
an effective system for determining who is entitled to vote the
shares. In particular, the CSA has asked for input on the impact of
share lending on vote reconciliation, the extent to which
documentation errors affect voting and the nature and extent of
over-reporting and over-voting.
Vote confirmation – what type of end-to-end vote
confirmation system should be implemented to provide comfort to
those voting that the vote was received and recorded as cast.
In addition to input on these two issues, the CSA is also
seeking feedback on:
Impact of the OBO concept on voting integrity – whether
issuers should have access to the identity of those beneficial
owners who do not wish to have their identify disclosed (i.e.
objecting beneficial owners or OBOs) in order to improve the
accuracy and reliability of proxy voting.
Gaps in voting on behalf of managed accounts – whether
intermediary back office processes are impeding voting by
investment managers on behalf of beneficial owners.
Accountability of service providers involved in the proxy
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.
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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.
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