The Canadian Coalition for Good Governance (CCGG) has released
its 2014 annual report setting out its governance priorities and
projects for 2015/16.
The priorities identified by the CCGG include:
Proxy access - encouraging issuers to voluntarily
adopt the CCGG's policy set out in its recent paper on
Shareholder Involvement in the Director Nomination Process:
Enhanced Engagement and Proxy Access, which includes the
establishment of "proxy access" rights for shareholders
and is described in more detail in our May 29, 2015 Update,
CCGG Proposes Enhanced Proxy Access Rules.
Universal proxy - publishing a "Universal Proxy
Policy" that will propose legislative amendments providing for
the use of a "universal proxy" in contested director
elections, allowing shareholders to vote for any combination of
management and dissident nominees on one ballot, and encouraging
issuers to use a universal proxy in contested elections.
Say-on-pay - continuing to encourage issuers to adopt
the CCGG's recommended form of say-on-pay shareholder advisory
resolution and to recommend to regulators and lawmakers that all
Canadian public companies be legally required to conduct annual
say-on-pay shareholder advisory votes.
Proxy voting system reform - urging the Ontario
Securities Commission to take a leadership role in reforming the
proxy voting system to address issues such as over-voting,
empty-voting and inaccuracies in vote tabulation.
Majority voting - continuing to seek amendments to
Canadian corporate legislation to establish majority voting as a
legal requirement and urging the TSX Venture Exchange to adopt
majority voting as a listing requirement for its listed issuers.
Majority voting is already a listing requirement of the Toronto
Governance of Canadian REITs and other public income trusts
- publishing model declaration of trust provisions, reflecting
the CCGG's 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. At its
annual public meeting, the CCGG indicated that it plans to release
its model provisions in September 2015.
The CCGG, which represents institutional investors that together
manage approximately $3 trillion in assets, and is an influential
voice in governance debates in Canada, also disclosed that it
intends to continue to engage directly with boards on governance
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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.
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