In preparing for the 2014 proxy season, you should be aware of
some regulatory changes that may impact disclosure to and
interactions with your shareholders. This update highlights what is
new in the 2014 proxy season.
What's New from the TSX:
Director Election Guidance
A prominent component of our update last year was a description
of the amendments to the TSX Company Manual with respect to
director election requirements. For ease of reference, these
amendments required issuers to:
- Elect directors individually and not as a slate.
- Hold elections annually for all directors to be elected by
holders of listed securities (i.e.: without staggered boards).
- Disclose annually in the management information circular
whether the reporting issuer has adopted a majority voting policy
and, if no such policy has been adopted, disclose election
practices and reasons why they have not adopted a majority voting
policy (commonly referred to as "comply or
explain").
