Institutional Shareholder Services (ISS) and Glass Lewis have
issued their Canadian proxy voting guidelines for the upcoming
proxy season. The ISS Proxy Voting Guideline Updates are generally
applicable as indicated below to shareholder meetings of TSX and
TSX-V issuers held on or after February 1, 2017.
This year ISS addresses the following key issues: excessive
non-employee director compensation, characterization of tax fees
paid to external auditors and director independence in the face of
certain relationships. The Glass Lewis 2017 Proxy Paper Guidelines
provide updates to policies on failed say-on-pay votes, equity
compensation plans involving "full value" awards such as
RSUs, DSUs and share award plans, and director overboarding. Both
ISS and Glass Lewis have updated their policies on shareholder
rights plans (poison pills) to reflect the new Canadian take-over
bid regime introduced in 2016.
