ISS Proposes Amendments To Its Proxy Voting Guidelines

Institutional Shareholder Services Inc. ("ISS") has published for comment proposed updates to its proxy voting guidelines. The proposed guidelines are to take effect for shareholder meetings held on or after February 1, 2014, subject to any changes that arise from comments received from financial market participants.

The proposed changes that affect Canadian proxy voting policies concern three areas: director over-boarding; problematic audit-related issues; and quantitative pay for performance.

Director Over-Boarding for TSX Listed Issuers

Directors often sit on more than one board. While a director may gain valuable experience sitting on a number of boards, ISS has stated that it is important that a director be able to devote enough time and attention to the boards he or she sits on. Where a director of a public company is also its CEO, ISS considers the director to be "over-boarded" if he or she sits on more than two additional boards. A director who is not the