Proxy Access in Canada: Opportunities and Pitfalls Explored!
Proxy access - the right of shareholders to nominate directors for inclusion in management’s proxy materials - has not yet been established in Canada, but may soon become the norm. While some commentators may debate on whether proxy access is necessary or appropriate for Canadian companies, the process has taken hold south of the 49th parrallel, and made its presence felt in Canada. Earlier this year, both the TD Bank and RBC adopted proxy access by-laws in response to shareholder proposals, creating additional proxy access rightsfor shareholders in the nomination of directors to the boards of the banks.
With the recent developments surrounding proxy access, and the U.S.’ continued influence on Canadian firms, it is expected that the U.S.-style proxy access and its policies will become inevitable for the years to come.
In this LIVE Webcast, a panel of thought leaders and professionals brought together by The Knowledge Group will provide and present an in-depth analysis of the fundamentals as well as recent issues and trends in Canada’s Proxy Access. Speakers will provide an insight of the opportunities and risks surrounding this significant topic.
Key topics include:
- Proxy Access in Canada – Framework and Perspectives
- Scope and Limitations
- The U.S.-Style Proxy Access By-laws
- Recently Adopted Canadian By-laws
- Alternatives for Activist Shareholders
- Trends, Developments and Updates
Ian Robertson, CFA, MBA, MA, DPhil Candidate
University of Oxford
- Because it is so complex, we need to desegregate the proxy system into several components:
- Design or mechanics of the system
- How the system is used by issuers
- How the system is used by owners (shareholders)
- Much legal and academic writing focusses on micro, or systemic issues (how the system works, where it needs improvement (eg. end-to-end reconciliation)
- Other writing focusses on macro issues, the role of directors, role of the corporation (fiduciary duty; stakeholder theory vs. shareholder primacy)
- Some writing overlaps several areas (e.g. La Porta et al with their common law / civil law study of legal protections and economic growth)
- Historical context can be helpful in framing contemporary issues (shift from retail to institutional ownership; rise in size and influence (neoliberalism) of corporations)
- While shareholder activism has long been present for economic gain (LBOs, Private Equity, Hedge Funds, Corporate Raiders etc.), it now includes a broader set of activities - including environmental, social and governance (ESG) issues - some of which may be economic, others of which may be values based.
- The practical ability to vote differs widely, depending upon the size of the shareholder and how they access the proxy system. This needs consideration in conjunction with the mechanical fine-tuning that dominates regulatory dialogue.
Cory Kent, Co-Chair, B.C., Mining
- The North-South divide in this
- What the evolution will look like
- What a proxy access law looks like
- What a company would like to look like
- Proxy access bylaws adopted in Canada
Who Should Attend:
- Corporate Governance/Proxy Advisory Professionals
- Institutional Investors
- C-Suite Executives
- HR and Compensation Officers/Professionals
- General Counsel
- In-house Counsel
- Board of Directors
- Public Companies
Cory's practice focuses on Corporate and Securities law with an emphasis on the natural resources and technology sectors. He provides counsel in virtually every area pertaining to Capital Markets, including listing matters on the Canadian stock exchanges (TSX, TSX-Ventures), private offerings, corporate reorganizations, reactivations, hostile takeovers, reverse takeovers, plan of arrangements and amalgamations, mergers and acquisitions, and continuous disclosure obligations.
Cory is highly regarded for the depth of his corporate governance experience and advises shareholders, as well as boards of directors, in connection with shareholder activism and contested transactions matters.
Cory provides multifaceted counsel to his clients, having acted on both sides of the dealmaking table and as such is highly experienced in successfully dealing with boards of directors, management teams, stakeholders and regulatory bodies alike.
Cory's practice focuses on Corporate and Securities law with an emphasis on the natural resources and technology sectors. He provides …
Ian is a part-time DPhil Candidate at the University of Oxford. He holds graduate degrees from Carleton and Dalhousie Universities and undergraduate degrees from the University of British Columbia, as well as a post-graduate diploma from Oxford. He is also a CFA charterholder.
As a longstanding leader and volunteer within the CFA community, Ian is currently a regional lecturer in ethics and a contributing book reviewer to the Financial Analysts Journal. In the past, Ian served as a member of the global Disciplinary Review Committee, in various capacities within the CFA examination process, and as a past president of the CFA Society of Vancouver. He is a past chair of the UBC Alumni Association, and subsequently served as a Campaign Cabinet member of UBC’s $1.5 billion fundraising campaign. He is a board member of the Responsible Investment Association (Canada), and has worked in the investment industry for over twenty years.
Ian’s academic pursuit stems from his industry experience, where he has noted that institutional investors are increasingly adopting Responsible Investment practices – including consideration of ESG factors in voting proxies – but retail investors’ ability to do the same is limited. His DPhil thesis focusses on the gap between retail investors’ interest in Responsible Investment and their ability to vote proxies effectively. His first paper, Responsible Investment Requires a Proxy Voting System Responsive to Retail Investors, was awarded ‘Best Student Paper’ at the 2017 UNPRI Academic Conference, and will be published shortly as a chapter in Designing a Sustainable Financial System: Development Goals and Socio-Ecological Responsibility.
Ian is a part-time DPhil Candidate at the University of Oxford. He holds graduate degrees from Carleton and Dalhousie Universities and undergraduate …
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Method of Presentation:
Basic Knowledge in Corporate Law
NY Category of CLE Credit:
Areas of Professional Practice
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