CANADA Trends and Developments Contributed by: Bill Gilliland, Dentons
Transparency – Say-on-Pay Vote Upcoming amendments to the CBCA would require the directors of prescribed corporations to annually disclose their approach to remuner - ation and to provide shareholders with a non- binding “say-on-pay” vote. The CBCA amend - ments (under proposed Section 172.4) are passed, but not yet in force. The Ontario Capital Markets Modernization Taskforce has also sug - gested a number of changes including mandat - ing an annual advisory “say-on-pay” similar to the CBCA requirements. Many public compa - nies already voluntarily provide their sharehold - ers with “say-on-pay” vote. Glass Lewis maintains its voting policies with respect to shareholder opposition to “say-on- pay” proposals and a board’s level of engage - ment and responsiveness to shareholder con - cerns. Where Glass Lewis finds that a company’s com - pensation policies and practices serve to rea - sonably align compensation with performance, and such practices are adequately disclosed, Glass Lewis will recommend supporting the company’s approach. If, however, those specific policies and practices fail to demonstrably link compensation with performance, Glass Lewis will generally recommend voting against the say- on-pay proposal. Glass Lewis generally expects a board’s mini - mum appropriate level of responsiveness to correspond to the level of shareholder opposi - tion (in a single year and over time) and may recommend holding compensation committee members accountable for failing to adequate - ly respond to shareholder opposition, having regard for the level of opposition and history of the company’s compensation practices.
enterprises (LPE) requires certain companies to submit information about their “beneficial owners” to the Registraire des entreprises du Québec (REQ). The amended LPE requires the disclosure of “ultimate beneficiaries” , which is generally defined as a natural person who holds a right that allows them to benefit from a por - tion of the income or assets of an enterprise, or a right that allows them to direct or influence the activities of the enterprise. Registrants must provide the REQ with the following information on the ultimate beneficiaries: • first and last name (or name if the ultimate beneficiary is a legal person) and other names used in Quebec; • date of birth; • residential address; • the type of control exercised, including the holding percentage where applicable; and • the date on which the person became an ulti - mate beneficiary and, if applicable, the date on which the person ceased to be one. As of 22 January 2024, the CBCA was amended with respect to disclosure of beneficial owner - ship to, among other things: • require the director (as defined under the CBCA) to make available to the public certain information on individuals with significant control over a corporation; • protect the information and identity of certain individuals; • add, or broaden the application of, offences and provide the director with additional enforcement and compliance powers; and • add regulatory authority to prescribe further requirements in certain provisions. It also makes consequential and related amend - ments to other Acts.
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