The Globe and Mail reports in its Wednesday edition that majority voting policies and
non-binding "say-on-pay"
votes are ineffective means for
shareholders to voice their concerns
on board decisions on executive
pay. The Globe's guest columnist Garfield Emerson writes that to exert
relevant influence
shareholders need the right
to vote against the election of
directors, not simply to withhold
a vote.
The 2015 shareholder-meeting
season demonstrated shareholder
displeasure at disconnects between
aberrant executive
compensation decisions and
median financial performance.
For instance, the 2015 say-on-pay
non-binding vote at Canadian Imperial
Bank of Commerce was 57-per-cent against. At Barrick Gold, it was 73-per-cent against.
Shareholders are not
offered the option to vote against
the election of the board's nominees.
When a shareholder does
not favour the election of a nominee,
the shareholder is restricted
to the ineffectual alternatives of
not voting at all.
Without an effective right
that results in a vote against the
election of a board nominee,
shareholders are denied fundamental
shareholder rights.
Shareholders need to
seek substantive
rights to nominate directors.
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