From board diversity to shareholder activism to emerging market risks, this third edition of Davies Governance Insights, our annual review examining topic shaping the governance landscape, provides analysis of a wide range of issues important to Canadian boards and governance observers.
In Chapter 1, Directors and Boards, we profile the evolving make-up of Canadian boards, discuss calls for diversity on boards and in management, and review approaches proposed by regulators and investors. With a rising acceptance of "say on pay" practices we suggest steps boards should take to avoid being surprised by say on pay vote results in our chapter on Executive and Director Compensation. In Shareholder Voting Issues we update issues regarding the integrity of shareholder voting in Canada, discuss initiatives for regulating proxy advisory firms and canvass issuers' majority voting practices. In Shareholder Initiatives we highlight emerging trends and issues such as "vote buying", director compensation by dissidents and "empty voting", and advance notice by-laws. In Risk Oversight: Operations in Emerging Markets we examine how issuers operating in emerging markets manage risk and discuss important developments in anti-corruption legislation and enforcement. We end our review with Rights Plans: Governance Issues in Changes of Control, in which we review the two alternatives for regulating shareholder rights plans in control situations put forward this year by Canadian securities regulators.
For a copy of the executive summary, click here.
For the full publication, click here.
The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.