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ARTICLE · 07 FEBRUARY 2025

Proxy Season Guide 2025

The 2025 edition of our Securities and Corporate Finance group's Proxy Season Guide sets out legislative, regulatory and advisory developments in respect of corporate governance and annual disclosure matters.

CanadaCorporate/Commercial Law

New developments

1. Proxy advisory firm updates: ISS and Glass Lewis

Institutional Shareholder Services (ISS)

ISS announced the following key benchmark policy updates for 2025. These updates are effective for shareholder meetings held on or after February 1, 2025.

TSX guidelines

Non-Executive Director (NED) independence

ISS has updated their definition of independence for NEDs to extend the guidelines for nonindependence for former/interim CEOs by removing the five-year cooling off period to gain independence. Unless an exemption is granted to make a five-year cooling off period sufficient, this change results in all former CEOs being deemed as non-independent NED by virtue of their former role.

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About Dentons

Dentons is the world's first polycentric global law firm. A top 20 firm on the Acritas 2015 Global Elite Brand Index, the Firm is committed to challenging the status quo in delivering consistent and uncompromising quality and value in new and inventive ways. Driven to provide clients a competitive edge, and connected to the communities where its clients want to do business, Dentons knows that understanding local cultures is crucial to successfully completing a deal, resolving a dispute or solving a business challenge. Now the world's largest law firm, Dentons' global team builds agile, tailored solutions to meet the local, national and global needs of private and public clients of any size in more than 125 locations serving 50-plus countries. www.dentons.com

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