OSC Issues Update on Regulatory Proposals Related to Shareholder Democracy

For Immediate Release OSC

TORONTO – The Ontario Securities Commission (OSC) is considering regulatory proposals for issuers in Ontario to address certain shareholder democracy issues and is seeking public comment on this initiative.

The OSC today published Staff Notice 54-701 Regulatory Developments Regarding Shareholder Democracy Issues, which updates the status of staff’s review  in the following three areas of shareholder democracy:

  • Slate voting and majority voting for uncontested director elections: OSC staff are assessing the appropriateness of regulatory requirements that would facilitate individual director voting and majority voting for director elections in Ontario;
  • Shareholder advisory votes on executive compensation: OSC staff are reviewing  whether securities regulators should consider introducing mandatory say-on-pay requirements for reporting issuers in Ontario; and
  • The effectiveness of the proxy voting system: OSC staff are looking at whether additional reforms are needed to the proxy voting system and to what extent securities regulators should address these matters.

“Shareholder democracy has attracted considerable public attention in Canada and other countries, and  OSC staff are reviewing our regime to identify the need for reform in this area,” said Leslie Byberg, Director, Corporate Finance at the OSC. “I look forward to consulting with our stakeholders and hearing their comments about potential regulatory proposals.”

Interested parties may comment on Staff Notice 54-701 Regulatory Developments Regarding Shareholder Democracy Issues by March 31, 2011. The notice is available on the OSC website.

Related regulatory initiatives on corporate governance for issuers:

Corporate Governance Disclosure: Published in December 2010, CSA Staff Notice 58-306 2010 Corporate Governance Disclosure Compliance Review sets out the results of the review and provides further guidance to issuers on complying with existing requirements.

Executive Compensation: On November 19, 2010, the Canadian Securities Administrators (CSA) published for comment proposed amendments to Form 51-102F6 Statement of Executive Compensation.

Environmental Disclosure: The CSA published CSA Staff Notice 51-333 Environmental Reporting Guidance for reporting issuers on October 27, 2010.

Certification RequirementsCSA Staff Notice 52-327 Certification Compliance Update summarizes issuer compliance with the requirements of National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings.

Issuer Communications with Investors: Proposed amendments to National Instrument 54-101 Communication with Beneficial Owners of Securities of a Reporting Issuer, the related companion policy and related instruments aim to improve procedures for issuer communications with investors who hold securities through intermediaries.




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