Proxy Advisor Glass Lewis Publishes Canadian Proxy Voting Policy for 2015

Proxy advisory firm Glass Lewis & Co. (Glass Lewis) recently released its Canadian proxy voting policy for the 2015 proxy season. Glass Lewis’ policies are influential in that many institutional investors will follow their advice and vote for or against an issuer’s shareholder resolutions based on Glass Lewis’ policies. Glass Lewis evaluates their guidelines on an ongoing basis and formally updates them annually. The 2015 guidelines are in a document which can be accessed here http://www.glasslewis.com/assets/uploads/2013/12/2015_GUIDELINES_Canada-v2.pdf ... View full post

Canadian Securities Regulators Require Disclosure on Women’s Recruitment and Participation

The securities regulatory authorities in Manitoba, New Brunswick, Newfoundland and Labrador, Northwest Territories, Nova Scotia, Nunavut, Ontario, Québec and Saskatchewan (“participating jurisdictions”) announced on October 15, 2014 amendments to National Instrument 58-101 Disclosure of Corporate Governance Practices and Form 58-101F1 Corporate Governance Disclosure. These rule amendments will come into effect on December 31, 2014, in time for the 2015 AGM season. Once in effect, the amendment will require non-venture issuers to provide annual disclosure regarding the following items in their proxy circular or annual information form: director term limits and other mechanisms of renewal of the board of directors, policies regarding the representation of women on the board, the board’s or nominating committee’s consideration of the representation of women in the director identification and selection process, the issuer’s consideration of the representation of women in executive officer positions when making executive officer appointments, targets regarding the representation of women on the board and in executive officer positions, and the number of women on the board and in executive officer positions. … ... View full post

When Must You Publicly Disclose a Letter of Intent?

Canadian reporting issuers are subject to reporting obligations if there has been a “material change” in their business. A “material change” is defined to mean: (a) a change in the business, operations or capital of the issuer that would reasonably be expected to have a significant effect on the market price or value of a security of the issuer; or (b) a decision to implement a change referred to in (a) made by the directors of the issuer, or by senior management of the issuer who believe that confirmation of the decision by the directors is probable.… ... View full post

Do “Spectacular” Infill Drill Results Require Disclosure?

A British Columbia Securities Commission (“BCSC“) decision earlier this year should be of interest to junior mining issuers, though we suggest that the decision should be followed with extreme caution. We note that this decision relied on specific facts and circumstances and should not be taken as standing for the proposition that infill drill results are not, per se, material. In April, 2012, the executive director of BCSC alleged that Canaco Resources Inc. (“Canaco“), a TSX Venture Exchange (“TSXV“) listed company, together with its President and three other directors, failed to promptly disclose assay results from eight drill holes, that these results constituted a “material change”, and that the failure to make prompt disclosure violated Section 85 of the Securities Act (British Columbia).… ... View full post

Toronto Stock Exchange issues Guidance on Director Elections

On July 10, 2013, the Toronto Stock Exchange issued guidance with respect to the director election requirements in sections 461.4 and 461.4 of the TSX Company Manual. The guidance can be found at http://tmx.complinet.com/en/display/display.html?rbid=2072&element_id=856 Of particular interest to issuers will be the new guidance on the content of news releases disclosing director election results. The guidance states: “Section 461.4(b) requires that all issuers disseminate a news release disclosing detailed results of the vote for the election of directors.  The news release is intended to provide the reader with insight into the level of support received for each director.… ... View full post