Below are key takeaways from ISS’ recently released 2022 Canada Proxy Season Review. The full report is available to institutional subscribers by logging into ProxyExchange then selecting the Governance Exchange and its Report Center tab and to corporate subscribers by logging into Governance Analytics then selecting the Governance Exchange and the Report Center tab.
- Compensation: There was a mild bump in average support levels for say-on-pay resolutions over 2021, from 91.7 percent to 92 percent; the number of failing MSOP votes also decreased on a year-over-year basis from six to three; increased number of outsized equity grants to CEOs observed.
- Climate: There were an increasing number of shareholder proposals targeting climate matters at large issuers as Canada rolled out its 2030 Emissions Reductions Plan.
- Shareholder Proposals: The overall number of shareholder proposals on ballot reached a high dating back to 2013 amidst a surge of E&S-related proposals; there was also a high number of withdrawn proposals centered around shareholder driven E&S initiatives.
- M&A: Transaction volumes have declined below pandemic-years numbers; deal timing and viability have been potentially impacted by further macroeconomic uncertainty.
- Regulatory: The Office of the Superintendent of Financial Institutions (OSFI) has published for comment Draft Guidelines B-15 Climate Risk Management for federally regulated financial institutions (FRFIs). Statutory majority voting becomes a reality for CBCA incorporated companies.
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By: Karl Bossi, Katerin Caseles, Elsa Oliveros, Debra Sisti, Nicholas Stiege, John Vizikas, Jessica Wang, Anna Wong, Anqi Xu