CIRI Comments on Shareholder Democracy Issues to the OSC

- Advisory say-on-pay vote should not be made mandatory -

TORONTO, April 4 /CNW/ - The Canadian Investor Relations Institute (CIRI) submitted comments to the Ontario Securities Commission (OSC) in response to OSC Staff Notice 54-107 regarding potential regulatory reforms to shareholder democracy issues.

Three areas were identified by the OSC as requiring additional review and, potentially, the development of regulatory proposals for reporting issuers:

  • slate voting and majority voting for uncontested director elections;
  • shareholder advisory votes on executive compensation; and
  • the effectiveness of the proxy voting system.

"CIRI supports the OSC review of practices in the area of shareholder democracy and welcomes the opportunity to participate by providing our comments," said CIRI CEO, Tom Enright.  "Improving the state of shareholder democracy will undoubtedly contribute to the transparency and integrity of Canadian capital markets, which are among the primary objectives of CIRI."

In summary, CIRI's letter to the OSC, which was guided by a recent limited poll of its members, submits the following:

  • Reforms to securities laws are appropriate, to facilitate individual director voting as well as both binding majority voting for uncontested director elections and a non-binding (modified plurality) majority voting standard consistent with recommendations by the Canadian Centre for Good Governance (CCGG).
  • The OSC may wish to consider replacing "withhold" votes, which are currently an option in  director elections, with either "abstain" or "against".
  • CIRI believes that advisory Say-on-Pay votes should not be made mandatory for Canadian reporting issuers.
  • The three issues most in need of review in the proxy voting system are: the influence of proxy advisory firms; the lack of transparency and share ownership disclosure in the OBO/NOBO system; and poor delivery of proxy-related materials to shareholders.

Further, CIRI's comments to the OSC reinforce a recent, related CIRI submission to securities regulators that states shareholder democracy can be further improved through enhanced share ownership disclosure by lowering the share ownership disclosure threshold from 10% to 5% of outstanding shares.

About CIRI
CIRI is a professional, not-for-profit association of executives responsible for communication between public corporations, investors and the financial community. CIRI contributes to the transparency and integrity of the Canadian capital market by advancing the practice of investor relations, the professional competency of its members and the stature of the profession. With more than 600 members, CIRI is the world's second largest society of investor relations professionals. For further information, please visit

SOURCE Canadian Investor Relations Institute

For further information:

Réjane Wilson
Senior Manager Communications & Professional Development, CIRI
(416) 364-8200 x 224

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