2013 Proxy Voting Guidelines Issued By Glass Lewis And ISS

Introduction

The two largest proxy advisory firms in North America, Glass Lewis & Co. ("Glass Lewis") and Institutional Shareholder Services Inc. ("ISS") have recently released Canadian guidelines for the 2013 proxy season. The guidelines come into effect for shareholder meetings held on or after February 1, 2013. The guidelines follow recently announced amendments to the TSX Company Manual, which become effective on December 31, 2012. These amendments will require issuers listed on the TSX to elect directors individually, essentially doing away with the practice of nominating directors by way of slate ballot. The TSX also introduced a "comply or explain" majority voting requirement for the election of directors. For further information on these TSX amendments, please see our bulletin dated December 5, 2012.