2018 Glass Lewis Canadian Policy Guidelines Update

On November 22, 2017, proxy advisor Glass Lewis & Co., LLC (“Glass Lewis”) released updates to their 2018 Policy Guidelines for the Canadian Market. In the development of their policies, Glass Lewis considers regulatory developments, academic research, evolving market practices, and discussions with institutional investors, trade groups, market participants and issuers. The full text of their updated policies can be found here: 2018 Canadian Policy Guidelines.

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

Many Canadian issuers will be affected by these changes and issuers are advised that the Glass Lewis policy changes could lead to additional AGAINST/WITHHOLD recommendations for companies with resolutions/directors that fail to comply with the new standards.

Broadly, changes were made in four main areas:

1) Board Gender Diversity
2) Board responsiveness (including an update on Dual-Class Share Structures)
3) Virtual Shareholder Meetings
4) Proxy Access

Laurel Hill has summarized the Glass Lewis policy changes and its impact on issuers below. Our Governance Advisory team is available to speak in more detail with issuers, to provide case-by-case advice on how to proactively avoid negative Glass Lewis recommendations as it relates to these changes and other Glass Lewis policies.