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September 2012
Compliance & Regulatory Updates
Feedback in Action

Issuer Online updated >>



Community Involvement




What You Need to Know When Planning Your AGM
Corporate Governance Guidelines: Director voting - slate vs. individual elections

TSX-listed Issuers: In September of 2011, the TSX published for comment proposed changes to their Company Manual to include corporate governance guidelines with respect to the election of directors. Although these requirements are not yet enacted, they are important to keep in mind when planning your AGM. The proposed amendments are requirements for TSX-listed issuers to:
  • Elect directors individually
  • Hold annual elections for all directors
  • Disclose annually in Management Information Circulars:
    • Whether issuers have adopted a majority voting policy for directors for uncontested meetings; and,
    •  If not, explain:
      • Their practices for electing directors
      • Why they have not adopted a majority voting policy
  •  Advise the TSX if a director receives a majority of "withhold" votes (if a majority voting policy has not been adopted)
The Ontario Securities Commission noted in their 2012 Annual Report that they support this TSX initiative and also are continuing discussions with the TSX regarding next steps to ensure timely adoption of majority-voting policies by all TSX-listed issuers.
TSXV Issuers: Please take note of the following as you prepare for your next Annual General Meeting - as you may be required by the TSXV to hold another shareholder meeting should you not meet the Policy requirements.

Issuers are reminded that the TSX Venture Exchange Policy 3.1, Section 19.6 Corporate Governance guidelines states:
"Issuers must not construct mechanisms that entrench existing management such as staggered elections of the board of Directors or the election of a slate of Directors if securityholders are not permitted to choose whether to elect the board as a slate (i.e. as a group in its entirety) or to elect Directors individually."
The differences between the 2 methods being:
  • Slate Voting: securityholders cast one vote "for" or "withhold" for all proposed directors. All nominated directors are therefore elected if the slate is elected
  • Individual Elections: allows securityholders to cast one vote "for" or "withhold" for each proposed board nominee
If issuers do not comply with the policy, the TSXV may require you to hold another shareholder meeting which complies with the requirements of Policy 3.1.
Please speak with your legal counsel to ensure you are in compliance with the TSXV requirements.
Surveys @ Computershare
In the summer of 2010 we relaunched our Client Advocacy initiative, under new supervision and a clear mandate to measure your satisfaction and ensure your feedback is heard. The results of our client surveys influence our relationship management teams, product management and communications efforts. We also reach out to your shareholders to measure their perceptions of the service they've received. Each quarter our management teams review the results and trends from these surveys.
We also use this data to measure the effectiveness of our initiatives and look for opportunities for continuous improvement. For example, we are currently working on solutions to increase the shareholder ratings, through enhancements of our self-service tools like the web and IVR platforms, as well as improving our shareholder communications, forms and instructions, and offering a new streamlined service for obtaining an indemnity bond for Lost Certificates.
To date we've sent out just over 30,000 surveys to shareholders and 2,750 to clients like you, and here is where we stand:
In addition to these feedback mechanisms, for the past 2 years we've also participated in the independent Shareowner Services Corporate Satisfaction study, published by Group Five, Inc. This past year we were honoured to receive top overall satisfaction ratings: 96% favourable rating for overall service to issuers, and 89% favourable rating for overall service to shareholders, the highest ratings from all issuers surveyed.
Computershare held the highest ratings across the categories of Account Administration, Issuer Services and Shareholder Services and we increased our scores in all categories over last year's results.
Our goal is to reach each of you once per year for your feedback, and you may also be asked for your participation in the industry survey. We trust that if you ever have a question or concern that you are in contact with your relationship management team who will help resolve any issue you are encountering. 
Social Media
We are proud to be the transfer agent for Facebook, Google and LinkedIn, and we are very pleased to invite clients and shareholders to connect with us in social media.
We have always believed that Innovation is critical to the growth and success of our business and incorporating social media into our service offering is no exception. For the past few years we have been expanding our social media presence and conducting pilot programs to connect and respond to shareholders through these platforms.
We use LinkedIn, and Twitter to share with our followers, news and events that are happening in and around the Computershare world. Our YouTube channel aims to educate and inform shareholders on transfer requirements, with the newest video outlining the differences between Registered and Beneficial Holders.
Please click on the links below to follow us in social media.

Web based voting on the rise
In the first 6 months of 2012 we've seen a 30% increase of votes being cast over the web compared to the same period last year. As more shareholders move to electronic management of their holdings, communications and transactions Computershare continues to provide solutions to support your shareholders needs. Direct Registration, e-Delivery of materials and our new Investor Vote mobile voting site introduced in March of this year are all examples of these efforts.
We invite you to speak with your Relationship Manager to make arrangements for a QR code to appear on your next proxy, and help your shareholders vote online.

Issuer Online Now Updated with New Info in Knowledge Bank  
We're pleased to announce that new content has now been added to the Knowledge Bank section of Issuer Online:
FAQs Frequently Asked Questions
  • DRS Direct Registration System: learn how DRS can benefit you and your shareholders
  • Taxation: clarification on Business Numbers, and how to obtain an Information Return Program Account; plus helpful links to CRA forms
  • Dividends & DRIPs and Meetings & Proxy Services: both sections now include new information to address recent internal and industry developments

Service Guides

  • Treasury Direction forms (new): Find out exactly what information is needed before you submit your Treasury request, to ensure the most efficient processing
  • New sources of helpful reference such as Computershare's Transactional Turnaround Times guide, Signature Submission form, and Dividend Reinvestment Plan checklist
Product Information
  • Learn more about our other market-leading services including Corporate Trust, e3 Filing, Corporate Governance Solutions, Proxy Solicitation and Communication Services  
We encourage you to see what's new in Knowledge Bank and let us know what you think using our Feedback Form. If you have any questions, please contact your Relationship Manager.
WCM Golf Tournament

Recently Computershare and Georgeson were presenting sponsors of the annual Women in Capital Markets Golf Tournament. This year's event took place on August 17 at one of Canada's most prestigious golf courses, Angus Glen Golf Club in Markham, ON.

Every year this fun tournament brings Bay Streeters of all golf skill levels together for an afternoon of golfing and networking, in support of the advancement and development of women and diversity in the capital markets industry.
CSCS 14th Annual Corporate Governance Conference
Computershare was proud to once again sponsor the Canadian Society of Corporate Secretaries 14th Annual Corporate Governance Conference. This year's event was held August 19 to 22 at the Fairmont Hotel in downtown Vancouver, and discussion topics included Crisis Management for the Corporate Secretary, Key Considerations in Directors and Officers Liability, as well as other round table discussions and an update on Proxy Voting in Canada.


The material contained herein is provided for general informational purposes only and does not constitute legal or other professional advice or opinion. Computershare does not warrant or guarantee the accuracy or completeness of the material contained herein and such material should not be relied upon.

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