The Canadian Coalition for Good Governance (CCGG) released its
2013 annual report in connection with its annual public meeting
held on June 3, 2014. The report sets out, among other things, the
CCGG's priorities and projects for 2014 regarding several
governance matters, including:
continuing the CCGG's board engagement program by meeting
directly with directors of issuers to discuss governance matters of
interest to its members.
encouraging an entitlement for shareholders holding a minimum
ownership interest to nominate directors for inclusion in the
issuer's proxy materials on the same basis as management
nominees, provided certain conditions are met.
seeking the amendment of applicable law to require a
"universal proxy" in contested director elections to
provide shareholders the ability to vote for any combination of
management and dissident nominees on one ballot.
continuing to encourage issuers to adopt the CCGG's recommended
form of say-on-pay shareholder advisory resolution and recommending
to government and regulators that all Canadian public companies be
required to conduct annual say-on-pay shareholder advisory votes.
The CCGG also indicated that it will monitor the results of
say-on-pay votes to assess whether issuers appropriately respond to
Proxy voting system:
continuing to encourage government and regulators to reform the
proxy voting system to address issues such as over-voting,
empty-voting and inaccuracies in vote tabulation.
continuing to seek amendments to Canadian corporate legislation to
establish majority voting as a legal requirement and not only a
listing requirement of the Toronto Stock Exchange as is presently
the case. The CCGG also indicated that it will continue to urge
that issuers listed on the TSX Venture Exchange be required to
adopt a majority voting policy similar to CCGG's model
Shareholder rights plans and defensive
tactics: responding to any future
request from Canadian securities regulators for comments on
proposals related to the regulation of shareholders' rights
plans and defensive tactics in hostile takeover bid
Governance of Canadian REITs and other public
income trusts: reviewing the
governance of Canadian real estate investment trusts and other
public income trusts. The CCGG indicated its belief that investor
rights in public income trusts should be standardized and should
mirror, to the extent legally possible, the rights available to
shareholders in corporations governed by the Canada Business
Corporations Act. The CCGG also noted that it plans to develop
model provisions for declarations of trust that could be adopted by
Canadian real estate investment trusts and other public income
When considering governance matters, issuers should be mindful
of the perspectives of the CCGG and other significant market
actors. The CCGG represents institutional investors that together
manage over $2 trillion in assets. While the CCGG's
perspectives and policies are not law, they are influential and the
CCGG continues to seek changes in the regulatory environment on
behalf of its members as part of its mandate.
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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