This fifth annual edition of Davies Governance Insights presents
our analysis of the important trends and developments in corporate
governance for Canadian public companies during 2015. Our report
provides guidance for boards and senior management of public
companies and their investors on emerging and recurring governance
themes including the following:
Board composition and compensation.
We explore the debate over board tenure restrictions and turnover,
and the best means of ensuring board effectiveness, and review the
trend in "say on pay" advisory votes in Canada, for which
there is continued momentum. We also review director and CEO
Gender diversity initiatives and
trends. Women continue to make modest progress in being elected to
boards of directors and appointed to senior management positions of
Canadian public companies. The number of issuers that adopted a
diversity policy has increased significantly, but we are expecting
more prescriptive disclosure requirements from regulators,
particularly with respect to the adoption of written
gender-diversity policies and targets.
Shareholder issues. Shareholder
engagement in its many forms continued to grow and gain prominence
in 2015. We also consider issues surrounding majority voting
policies and practices, including enhanced quorum requirements and
the carve-outs for exceptional circumstances, advance notice
requirements and forum selection by-laws. We examine new proxy
access and universal proxy proposals, as well as 2015 trends in
Selected issues in board risk
management: Boards are responsible for the oversight of risk
management, encompassing a wide range of topics. We discuss several
risks that a board must be aware of, including those relating to
securities class actions, parent liability for subsidiary
governance, cybersecurity breaches and corruption, both domestic
and foreign. We also provide recommended best practices for
addressing several of these issues.
Changes to rights plans, takeover bid
amendments and corporate law. We review the proposed changes to the
way in which unsolicited bids are carried out, proposed amendments
aimed at modernizing the Canada Business Corporation Act and
recommendations for updating the Business Corporations Act
(Ontario) to reflect technological advancements and legislative and
case law developments.
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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