OSC Seeks Comments on Say-on-Pay and Shareholder Democracy
Published: Monday, 26 September 2011
The Ontario Securities Commission (OSC) released for comment Staff Notice 54-701 - Regulatory Developments Regarding Shareholder Democracy Issues. Comments are requested on whether Staff should develop proposals in the following areas.
1. Director Voting
The OSC is considering reforms to facilitate individual voting and majority voting for directors by shareholders. Currently, there is no restriction on slate voting for directors, which requires shareholders to vote for the entire slate of director nominees presented by management, rather than each individual director. Also, the dominant voting standard is plurality, which permits directors to be elected without receiving a majority of votes in their favour.
2. Say-on-Pay Voting
The OSC is considering reforms to require public companies to provide shareholders with an advisory, non-binding vote on executive compensation, as currently required in the U.S.
3. Proxy Voting
The OSC is considering additional reforms to ensure there is an effective proxy voting system that enables shareholders to make informed voting decisions and ensure their votes are counted at shareholder meetings.
Comments on these proposed reforms should be submitted by March 31, 2011 to: