On December 13, 2013, Glass Lewis (GL)
published its 2014 Proxy Voting Guidelines for the upcoming proxy
season for the U.S., Canada, the UK and Asia. Some of the key
updates are summarized below. We recommend that readers
review the entire Canadian document to determine the changes for
Changes to Pay for Performance Evaluation
Model: The most significant change for the 2014 season
relates to GL's commencement of use of a proprietary pay for
performance model to evaluate the pay of the top five executives at
Canadian companies against four peer groups and across seven
performance metrics. Companies will be scored with a letter grade
(A-F), and this analysis will inform GL's evaluation of
compensation committee effectiveness and say-on-pay vote
Advance Notice Policies: GL has specified that
it will support advance notice policies that provide notice of not
more than 70 days and not less than 30 days prior to the date of an
annual meeting, and will consider recommending that shareholders
vote against advance notice provisions that deviate from this time
frame. This is a departure from last year's GL policies that
supported advance notice policies that provided notice of not more
than 65 days and not less than 30 days prior to the date of the
Auditor Rotation: GL states that it will
support proposals to require auditor rotation when a reasonable
period of time is used (not less than 5-7 years), particularly at
companies with a history of accounting problems to help ensure
independence of the auditor and the integrity of the audit.
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Jaworski LLP, each of which is a separate legal entity, are members
('the Norton Rose Fulbright members') of Norton Rose
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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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