Glass Lewis releases 2019 Policy Guideline updates

Glass Lewis & Co., LLC (“Glass Lewis”) released updates to their 2019 Policy Guidelines for the Canadian Market. Laurel Hill has summarized the Glass Lewis policy updates and its impact on issuers below. Our 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

These changes will affect shareholder meetings held on or after January 1, 2019.

Many Canadian issuers will be affected by these changes. Issuers that fail to comply with the new guidelines could see Glass Lewis make AGAINST/WITHHOLD recommendations for resolutions and directors.

Broadly, there were significant updates in two main areas:

  1. Board Gender Diversity

  2. Environmental and Social Risk Oversight

With smaller updates and clarifications in the following areas:

  1. Executive Compensation

  2. Board Skills Matrix

  3. Ratification of Auditor

  4. Virtual-Only Meetings

The full text of Glass Lewis’ updated policies can be found here: 2019 Proxy Paper Guidelines Canada.