Meritas Mutual Funds Puts "Say on Pay" Ball Back in Corporate Canada's Court

    CAMBRIDGE, ON, Oct. 24 /CNW/ - Meritas Mutual Funds announced today the
filing of a shareholder proposal requesting the adoption of an advisory vote
on executive compensation. The resolution, commonly referred to as "Say on
Pay," was submitted at eight Canadian companies: Bank of Montreal, Bank of
Nova Scotia, Canadian Imperial Bank of Commerce, Nortel Networks, Royal Bank
of Canada, Sun Life Financial, Toronto-Dominion Bank and TSX Group, which
operates the Toronto stock exchange and Montreal futures exchange.
    The Meritas proposal asks that shareholders be given an annual,
management-sponsored vote on the board's executive compensation report. This
vote will be advisory only, providing directors with valuable feedback while
not usurping their ultimate authority to make decisions about pay.
    In explaining Meritas Mutual Funds' motivation for the filings, CEO Gary
Hawton explained: "Canada's largest issuers provide their shareholders with
solid, and ever-improving, executive compensation disclosure, but no efficient
and inclusive way to respond to the decisions that have been made by the board
on their behalf." Hawton continued, "If that disclosure was to ever bring a
real problem into sharp focus, shareholders need to be able to do more than
read about it. They need equal access to comment about it and the most
efficient way to do so is through a vote".
    Meritas received assistance with its shareholder proposal filings from
the Shareholder Association for Research and Education (SHARE). SHARE's
Director of Law and Policy, Laura O'Neill, noted that this is the second
outing for Meritas' advisory vote proposal in Canada. "This proposal received
average shareholder support of 40.5% when Meritas put it on the ballot at the
2008 annual meetings of Canada's five largest banks. None of the banks elected
to implement the advisory vote, though each indicated that it would monitor
shareholder views on the matter. The best and most obvious way for all
shareholders to provide them with this information is to have a vote."
    If none of the corporations choose to act on Meritas Mutual Funds'
proposal prior to their AGM, investors will be called upon to cast a vote on
the resolution at that time. "With several results in the 40+% range last year
on these votes, we expect positive votes again this year," commented Hawton
adding, "I'm not sure I would want to be on the board of a company that
recommended that their investors vote against this resolution only to have the
majority of shareholders vote in favour."

    Editor's note: Meritas' Advisory Vote on Executive Compensation proposal
can be found here:

    About Meritas Financial Inc.:

    Meritas is devoted solely to creating and marketing socially responsible
investments. It does so for individuals under the brand name Meritas Mutual
Funds and also has an institutional division for corporations, endowments,
foundations, pension plans and other large investors. Committed to all three
aspects of socially responsible investing, Meritas uses positive and negative
screening guidelines, shareholder activism and community development
investments to help investors align their portfolio with their social,
ethical, governance and environmental concerns.

For further information:

For further information: SHARE: Laura O'Neill, Director of Law and
Policy: (604) 408-2456, email:; Meritas Mutual Funds: Gary
Hawton, CEO: (519) 624-6767, email:

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