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ARTICLE · 28 NOVEMBER 2013

ISS 2014 Proxy Season Policy Updates

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Proxy advisory firm Institutional Shareholder Services Inc. recently released its proxy voting policy updates for the 2014 proxy season.

CanadaCorporate/Commercial Law
Jonathan Feldman
Jonathan Feldman
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Proxy advisory firm Institutional Shareholder Services Inc. ("ISS") recently released its proxy voting policy updates for the 2014 proxy season. The new guidelines address, among other things, corporate governance standards, shareholder rights and executive compensation. This update summarizes the significant changes made to the proxy voting guidelines affecting Canadian issuers, effective for shareholder meetings on or after February 1, 2014.

Corporate Governance

1. Director Independence

ISS clarified the circumstances under which a former or interim executive will be considered an "insider" or an "affiliated outsider." ISS' former policy on director independence stated only that an interim CEO would be considered an insider. The new policy states that the following will be considered insiders:

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