Andrew MacDougall
Dec 19, 2016
To help issuers prepare for the upcoming proxy season, Listed magazine looks at five key trends and topics that will likely hold strong in 2017. Writer Diane Peters’ list includes new rules issuers should be aware of as well as board compensation and issues related to board composition and diversity. As such, the article references Osler’s Diversity Disclosure Practices report, which looks at TSX-listed companies in the first half of 2016 and indicates “little [has] changed over 2015 regarding the number of women on boards and the number of boards that have zero women.”
The article also gains insight from Osler’s Andrew MacDougall, a partner who specializes in corporate governance, regarding proxy vote reconciliation reform that is in the works. According to the article, the Ontario Securities Commission, along with the CSA, is moving forward on changes in time for the 2017 proxy season. The article states that, while important, the amendments will have little direct impact on proxy preparers.
“What they mostly do is articulate the types of communications that should be occurring among the relevant participants in the proxy system to identify and hopefully reconcile potential over-voting and under-voting. This was not a wholesale change to the voting process,” says Andrew.
There is one new standard, however, the article says may be pertinent to some issuers — their obligation to “obtain the omnibus proxy from CEDE & Co. for beneficial owners holding through U.S. intermediaries and provide it to the tabulator.”
“In the CSA’s analysis, they noted that a significant source of unvoted proxies was that the U.S. depositary would send the omnibus proxy to the issuer and, either because the omnibus proxy went to the wrong person at the issuer or the issuer did not know what to do with it, the tabulator was unable to reconcile votes from U.S. holders,” explains Andrew.
Read more in Diane Peters’ full article “Locking up the vote” [PDF] in Listed.