Proxy advisory firm Institutional Shareholder Services Inc.
(ISS) has released its Canadian policy updates for the 2016 proxy
season. The new guidelines address the definition of
"overboarding" for directors, the assessment of equity
plans and disclosure relating to externally managed issuers. Other
than the change affecting overboarding, which will be implemented
for the 2017 proxy season, the updated guidelines will be effective
for shareholder meetings held on or after February 1, 2016.
Overboarded Directors
To address the increasing time and energy required of public
company directors, ISS will introduce a refined definition of
"overboarding" for the 2017 proxy season.
For the
upcoming 2016 proxy season, ISS will generally issue a
"withhold" recommendation for directors of companies
listed on the Toronto Stock Exchange (TSX) who are
"overboarded" and attended less than 75% of meetings held
within the past year without valid reason (cautionary language
