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ARTICLE · 11 NOVEMBER 2014

ISS Updates Its Proxy Voting Guidelines For The 2015 Season

Norton Rose Fulbright Canada LLP
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On November 6, 2014, Institutional Shareholder Services (ISS) released updates to its Canadian proxy voting guidelines for the 2015 proxy season.

CanadaCorporate/Commercial Law
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On November 6, 2014, Institutional Shareholder Services (ISS) released updates to its Canadian proxy voting guidelines for the 2015 proxy season.  The voting guidelines are effective for meetings held on or after February 1, 2015.  The following is a summary of the most significant changes.

Director Elections

  • Director Independence:  ISS has made several changes to their definition of "independence" including:
    • that former CEOs will now be subject to a five year "cooling off" period, after which ISS will classify him/her, on a case-by-case basis, to be independent unless other relationships exist with the issuer or executive officer. Factors taken into consideration may include: management/board turnover, current or recent involvement in the company, whether the former CEO is or has been Executive Chairman of the board or a company founder, length of service, any related party transactions, consulting arrangements, and any other factors that may

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