Universal Proxies Coming To Canada? The CCGG Makes Its Case

In a recent policy statement, the Canadian Coalition for Good Governance ("CCGG") endorsed the use of "universal proxies" whenever there is a contested director election at a Canadian public company. A "universal proxy" is a proxy voting form which lists all nominees for election regardless of who nominated them (whether management or dissident shareholder). Although there is nothing under corporate or securities laws which prohibits a company or a dissident from using a universal proxy,^[1] it is common practice for Canadian issuers and dissident shareholders to solicit votes with the use of proxies which only list their own nominees.

The CCGG's rationale for the policy is that the proxy voting system should re-create as closely as possible the rights and abilities shareholders have if they attend the shareholder meeting in person.^[2] At a shareholder meeting, shareholders are entitled to vote for any combination of nominees (whether nominated by management or a