Majority Voting | Governance Canada

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MAJORITY VOTING – LETTER TO TSX SUPPORTING MAJORITY VOTING DISCLOSURES

The Toronto Stock Exchange (“TSX”) requested comments on proposed amendments requiring its listed companies to elect directors annually and individually (not by slate) and to disclose whether the issuer has adopted a majority voting policy for uncontested director elections.  Emerson Advisory endorsed the majority voting disclosure policy and other recommended proposals.  Emerson Advisory also commented that there should be additional disclosure of the principles and policies that the board of directors would apply in responding to a resignation of a director who received a majority of ‘withheld’ votes and that prompt disclosure should be required of why the board did not accept the resignation if it so decided.  The Emerson Advisory comment letter noted: “If the board of directors has an unlimited, overly broad or arbitrary discretion whether or not to accept the resignation of a director who fails to receive a majority of the votes cast in an uncontested election, the vote of the shareholders electing directors becomes merely advisory and the majority voting policy is ineffective and illusionary.”

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SHAREHOLDER DEMOCRACY – “SAY ON PAY” – MAJORITY VOTING

Emerson Advisory comment letter to the Ontario Securities Commission in response to request for comments on the shareholder democracy issues that were identified in OSC Staff Notice 54-701 “Regulatory Developments Regarding Shareholder Democracy Issues”. The letter provides comments on the mandatory adoption of “Say on Pay” and the election of directors by “Majority Voting”.

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