Proxy Season 2021 : Recent Updates and Key Things to Know from Wildeboer Dellelce LLP
Tuesday, April 13, 2021
Diversity and Inclusion
Glass Lewis has expanded its policy on board gender diversity for Toronto Stock Exchange (“TSX”)-listed issuers. Beginning in 2021, a board consisting of fewer than two female directors will be noted as a concern. Voting recommendations in 2021 will continue to be based on Glass Lewis’ current recommendation of at least one female board member. However, beginning with shareholder meetings held after January 1, 2022, Glass Lewis will generally recommend voting against the chair of a nominating committee where the board has put forward fewer than two female director candidates. For boards with six or fewer total members, the existing voting policy requiring a minimum of one female director will remain in place. Glass Lewis may not recommend that shareholders vote against directors if the board has provided a sufficient rationale or plan to address the lack of diversity. Interestingly, in contrast with the typical percentage threshold (generally 30%) that has been set by other investor advocacy groups such as ISS, the Glass Lewis recommendations specify an absolute number irrespective of the size of the board (apart from the exception for boards comprised of six or fewer directors).
This update is intended as a summary only and should not be regarded or relied upon as advice to any specific client or regarding any specific situation.
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