Focus On Corporate Governance, April 2007

The 2007 proxy season is under way and many public corporations in Canada are reviewing their current system for electing directors and contemplating a change to the traditional voting system.

Following considerable debate on the issue among issuers and institutional investors in the United States, the Canadian Coalition for Good Governance (the "CCGG") has recommended that Canadian corporations replace plurality voting with modified majority voting.¹

This system of voting is intended to allow shareholders to participate more effectively in the election of a corporation’s board of directors. At the same time, it provides the board with the flexibility to act in the best interest of the corporation and complies with existing corporate laws.