2017 Proxy Advisory Firm Voting Guidelines: Canadian Highlights

As an early step in preparing for the upcoming proxy season, issuers should familiarize themselves with the Canadian proxy voting guidelines recently published by Institutional Shareholder Services Inc. (ISS) and Glass Lewis & Co. (Glass Lewis). This bulletin addresses certain of the updated topics covered by the ISS benchmark policy recommendations and Glass Lewis proxy guidelines regarding issuers listed on the Toronto Stock Exchange for the 2017 proxy season.

PROXY ADVISORY FIRMS' ROLE

Proxy advisory firms review and analyze matters put forward for consideration at shareholder meetings and make voting recommendations concerning such matters to their clients, who are typically institutional investors. The items considered range from routine matters to highly complex merger and acquisition transactions that involve a voting decision, and cover both management initiatives and shareholder proposals. A voting recommendation is generally based on the issuer's