On October 22, 2009, the Canadian Coalition for Good Governance
(CCGG) released a draft of its much-awaited model shareholder
engagement and "say-on-pay" policy, which addressed best
practices for boards of directors on board engagement with
shareholders, and included a model non-binding advisory shareholder
resolution on executive compensation.
On January 19, 2010, the CCGG released the finalized Model Shareholder Engagement
and "Say-on-Pay" Policy
Boards of Directors. The additions to the model policy are
A recognition by the CCGG that smaller companies may not be
able to adopt "say on pay" immediately because of a lack
of resources, or until common industry practices have
A recommendation by the CCGG that annual votes be used, instead
of votes every few years (even with respect to issuers whose
compensation plans reward performance over more than one year) in
be consistent with other jurisdictions that have "say on
be in alignment with the fact that compensation decisions are
generally made each year; and
focus investors on executive compensation as a part of the
annual proxy voting process.
As there were no substantive changes between the draft and the
recently revised model policy, our prior article
(http://mccarthy.ca/article_detail.aspx?id=4780) of December 4, 2009 continues to provide a relevant
overview of the CCGG policy and implications for issuers arising
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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