Last week, Glass Lewis & Co. (Glass Lewis),
a top governance analysis and proxy voting firm, released its 2016
proxy season guidelines for Canada and the United States, as well as its guidelines for
evaluating shareholder initiatives.
Companies – when making recommendations in relation
to companies listed on exchanges in more than one country, Glass
Lewis will consider the location of the company's primary
exchange listing, its corporate governance and other features to
determine which jurisdiction's policy guidelines will be the
Oversight – Glass Lewis will suggest voting against
any director who was responsible for overseeing
environmental/social risks but failed to identify and manage that
risk to the detriment of shareholder value.
Proxy Access –
Glass Lewis continues to support shareholder rights to nominate
director candidates to the management's proxy. In evaluating
shareholder proposals that request such proxy access, Glass Lewis
will consider the minimum ownership and holding thresholds which
allow shareholders to nominate directors and the company's
size, performance and responsiveness to shareholders.
Provisions – Glass Lewis will generally recommend
voting against charter or bylaw provisions that include provisions
that place limits on a shareholder's choice of legal venue.
Glass Lewis' view is that such provisions are contrary to
shareholders' best interests because they could operate to
discourage shareholders from bringing claims. However, if a company
with strong governance can show that such an exclusive forum
provision directly benefits shareholders, and other jurisdictions
present the potential for abuse of legal process, Glass Lewis may
support an exclusive forum provision in those circumstances.
Overboarding – although Glass Lewis will continue to
recommend voting against executive directors who serve on three
boards and non-executive directors who serve on six boards, the
Guidelines note that director commitments continue to be a concern.
Starting in 2017, executive directors and non-executive directors
will be scrutinized if they serve on more than two and five boards,
TSX-V – Audit Committee
Over-Commitment – although Glass Lewis recommends
voting against audit committee members who sit on excessive public
company audit committees, the Guidelines have relaxed the threshold
for audit committee members of companies listed on the TSX Venture
Exchange. In such circumstances, four audit committees will be
reasonable (five for directors with financial expertise).
Performance – the Guidelines suggest voting against
the chair of the nominating committee when the company has
performed poorly and where that result has been contributed to by
the board's failure to ensure that the board has directors with
Requirements – the Guidelines suggest that the
majority of directors be the requisite quorum when considering
whether to adopt or amend a company's charter or bylaws.
Norton Rose Fulbright Canada LLP
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general guide to the subject matter. Specialist advice should be
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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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