CCGG Recommends Universal Form Of Proxy

Following on its proposal for enhanced proxy access published earlier this year (see our May 29, 2015 Update, CCGG Proposes Enhanced Proxy Access Rules), the Canadian Coalition for Good Governance (CCGG) has published a Universal Proxy Policy encouraging:

• the use of a universal proxy, which lists the names of all director nominees (whether nominated by the issuer or by dissident shareholders) on a single proxy form, in contested director elections of Canadian public companies, and
• changes in corporate and securities laws to make such universal proxies mandatory.

The Current Regime

Under the current Canadian statutory regime (which is similar in this regard to the U.S. regime), where there is a contested director election, each of the company and a dissident can provide shareholders with a separate form of proxy containing the names of only those individuals they are recommending for election to the board. In these circumstances, shareholders who vote by