On November 22, 2023, Glass Lewis released its 2024 Policy Guidelines for Canada. Below is a summary of the voting policy updates and clarifying amendments which will take effect for all meetings held after January 1, 2024. Should you have any questions, please contact Laurel Hill.

We are pleased to share Laurel Hill’s 2023 Trends in Shareholder Activism Report covering the latest information and data on board and transactional activism, unsolicited offers, and short–selling activism. The rise in shareholder activism in Canada this year has been spectacular. Increased market volatility and uncertainty, coupled with soaring interest rates causing distress in certain sectors and increasing the cost of capital, has exposed many companies and provided a very fertile ground for activism. Shareholder appetite to seek board change at underperforming companies, to rally fellow shareholders to oppose “undervalued” or “ill–conceived” M&A transactions, or to make other public demands has simply been voracious. Please contact Laurel Hill with any questions on the report or to speak on your shareholder activism needs.

We are pleased to share Laurel Hill's 2023 Trends in Corporate Governance Report. Since 2015, we have tapped into our team’s industry-leading expertise and observations to publish a comprehensive annual report outlining the key trends, risks, and challenges in corporate governance and shareholder activism. This year, owing to the ever-increasing scope and volume of our traditional annual report, we will be publishing two distinct reports.

Environmental, social, and governance (ESG) activism is definitively here in Canada. ESG activism refers to environmental and social (E&S) considerations as drivers for shareholder activism. Global events over the last few years have galvanized stakeholders across a range of E&S issues and pushed E&S to the top of the corporate agenda. Several traditional activists have repurposed themselves as ESG activists. The large index investors – themselves leading voices on ESG – are receptive to ESG activist ideas.

On November 30, 2022, ISS released its 2023 Policy Guidelines for Canada. Below is a summary of the voting policy updates and clarifying amendments which will take effect for all meetings held after February 1, 2023. The full text of the 2023 voting policy update can be found here: https://www.issgovernance.com/file/policy/latest/updates/Americas-Policy-Updates.pdf

The proxy advisors have announced that they are now accepting executive compensation peer group submissions until early December. The proxy advisors will consider the issuer submitted peer groups when forming their own peer groups which will be used in their respective pay-for-performance models. The benefit to issuers of submitting peer groups is that the submission may influence the proxy advisor peer group construction and the pay-for-performance models may output results that are more favourable for the issuer and potentially mitigate a negative recommendation.

Shareholder Communications and Advisory Services

The Laurel Hill Advisory Group is North America’s leading independent, cross-border shareholder communications and advisory firm.

With offices in the U.S. and Canada, they are the only independent, cross border advisory firm with a growing portfolio of Fortune 500 companies; on both sides of the border as well as micro-cap and small-cap issuers.

Laurel Hill Advisory Group is very pleased to announce Curtis Tokarchuk as Senior Account Manager, Operations, and Shivank Goel as Associate Governance Advisory, both based in Toronto. As North America's leading independent, cross-border shareholder communications and advisory firm, Curtis and Shivank will add their expertise to the industry's most experienced, multidisciplinary and collaborative team.

December 7, 2021 ISS released updates to its 2022 ISS benchmark proxy voting policies. The updated policies will generally be applied for shareholder meetings taking place on or after February 1, 2022, except for certain policies that are being announced now with a one-year transition period and which will become effective in 2023.