The Globe and Mail, Report on Business, published this opinion piece by Garfield Emerson on February 10, 2016. It advocates that shareholders need the right to vote “against” the election of directors in uncontested elections, and to be granted meaningful “proxy access” to nominate individuals for election as directors.

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‘Majority voting policies” and “say on pay” non-binding votes are ineffective means for shareholders to express and voice their concerns on board decisions on executive compensation. To exert their relevant influence as owners, shareholders need the right to vote “Against” the election of directors, not simply to “Withhold” a vote, and to be granted more practical “proxy access” to nominate individuals for election as directors’.

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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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