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CCCA_V5No1_CorpGovernance-FIN.qxd:CCCA_V1No1_DriversSeat-FIN.qxd 2/1/11 6:29 PM Page 23 Cover OSC and CSA updates In January 2011, the Ontario Securities Com- mission released OSC Staff Notice 54-701, Regulatory Developments Regarding Share- holder Democracy Issues. Seeking public comment on issues relat- ed to shareholder democracy, the notice provides an update from OSC staff on the current status of its work in the area of shareholder democracy issues. The notice identified the following issues as requiring additional review at this time and, potentially, the development of regulato- ry proposals for reporting issuers: • slate voting and majority voting for uncon- tested director elections; • shareholder advisory votes on executive compensation; • the effectiveness of the proxy voting system. Looking forward, it said “we may identify additional issues as a result of our contin- ued review and developments in the capital markets.” One month earlier, in December 2010, the Canadian Securities Administrators (CSA) released Staff Notice 58-306, 2010 Corporate Governance Disclosure Compliance Review. According to the Summary of results and future action, “over half of the issuers re- viewed were required to make prospective enhancements to their corporate disclosure. “We view the level of non-compliance with the disclosure requirements of the Corporate Governance Instrument to be unacceptable. Although significant efforts have been made to comply with the corporate governance dis- closure requirements, issuers need to further improve their disclosure.” Cornell C.V. Wright Partner Torys LLP Toronto PRINTEMPS 2011 CCCA Canadian Corporate Counsel Association 23