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ARTICLE · 18 JANUARY 2012

Director Elections And Shareholder Democracy

McMillan LLP
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With proxy season approaching, issues surrounding the election of directors of public companies will once again come to the fore.

CanadaCorporate/Commercial Law
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With proxy season approaching, issues surrounding the election of directors of public companies will once again come to the fore. This article reviews some of the issues regarding director elections that exist and that gained the attention of Canadian securities regulators last year.

slate vs. individual director elections

Under a slate system, a group of directors (a slate) is nominated for election, usually by management of the company. Shareholders vote for the slate on an "all or none" basis, resulting in the entire slate either being elected or not being elected.

A criticism of slate elections is the inability of shareholders to express approval or disapproval for individual directors. While slate elections were at one time quite widespread, their prevalence has declined significantly over the past number of years in favour of individual director elections. Individual director elections allow shareholders to cast votes on director nominees on an individual

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