2018 ISS Canada Proxy Voting Guideline Update

On November 16, 2017, ISS released benchmark policy changes for the Canadian Market, among others. The changes were made according to ISS’ annual policy update process, which considers regulatory changes, relevant academic research & commentary by market participants, and its client survey results. The full text of the changes can be found here: Americas Policy Updates, and the final version of the 2018 Canadian Benchmark Policy and a white paper discussing the changes to ISS’ executive compensation analysis will be released in the coming weeks.

These changes will affect annual general meetings held on or after February 1, 2018.

Many Canadian issuers will be affected by these changes and Laurel Hill is happy to advise issuers on how to remain on-side of ISS’ benchmark policies on a case-by-case basis.

Broadly, changes were made in three main areas:
1)  Election of Directors in Uncontested Elections,
2) Shareholder Rights & Defenses, and
3) Compensation.

Issuers are advised that these policy changes could lead to additional AGAINST/WITHHOLD recommendations for resolutions/directors if companies fail to comply with the new standards.