Engbloom, QC,
Robert J.
Norton Rose Fulbright
Canada LLP
(403) 267-9405
robert.engbloom@
nortonrosefulbright.com
Mr. Engbloom's corporate,
M&A and securities prac-
tice focuses on transactional
matters, including reorgan-
izations and related party
transactions, and governance.
He regularly advises boards
of directors and special
committees on such matters.
Feldberg, Peter D.
Fasken Martineau
DuMoulin LLP
(403) 261-5364
pfeldberg@fasken.com
Mr. Feldberg is a leading
energy law practitioner who
acts on all aspects of utility
regulation, energy project de-
velopment and First Nations
matters. He acts for appli-
cants before regulatory tri-
bunals and at all court levels.
Finnerty, Pat C.
Blake, Cassels
& Graydon LLP
(403) 260-9608
pcf@blakes.com
Mr. Finnerty's emphasis is on
domestic and cross-border
M&A and capital markets
transactions. He also has
extensive experience in act-
ing as independent counsel
to special committees.
Ewens, QC, Douglas S.
Wilson & Partners LLP
(403) 441-6366
doug.s.ewens@ca.pwc.com
Mr. Ewens advises on
M&A transactions and
restructuring in the energy
sector, and innovative types
of fi nancings for compan-
ies in a broad range of
industries. Experienced in
tax-related dispute resolution
including GAAR issues.
Ferland, Denis
Davies Ward Phillips
& Vineberg LLP
(514) 841-6423
dferland@dwpv.com
Mr. Ferland focuses on bank-
ruptcy and insolvency law,
corporate reorganizations,
commercial law, fi nancial
services and commercial
litigation. He has acted for
Canada's largest fi nancial
institutions in insolvency
and restructuring matters.
Forestell, QC, Peter R.
Cox & Palmer
(506) 633-2715
pforestell@
coxandpalmer.com
Mr. Forestell advises major
Canadian, international and
provincial businesses on
corporate commercial, IP
& technology, real estate,
and securities and corpor-
ate fi nance matters. His
clients also include utilities
and fi nancial institutions.
positions. Under "comply or explain," an
issuer that has not adopted a policy on the
identifi cation and nomination of women
directors or given consideration to their
level of representation is required to explain
why not.
Carol Hansell, founder and senior part-
ner at Hansell
LLP in Toronto, says that
initially there will be more explaining than
complying under this regime.
"But what it does at a minimum is raise
awareness," she says. "People have to ad-
dress the issue. ! e likely scenario is, 'we
haven't turned our minds to it, and now we
will.' Once boards
engage in the pro-
cess of identifying
qualifi ed women,
they will see there
are lots of them. I
think it will actual-
ly break the barrier."
TERM LIMITS
! e OSC's pro-
posal on gender
diversity included
similar "comply or
explain" require-
ments on listees'
adoption of direc-
tor term limits. ! e
thinking is that regular turnover of directors
contributes to board eff ectiveness and pro-
vides opportunities for more gender and eth-
nic diversity. (Academic research, however,
has shown no link between director perfor-
mance and either length of term or age.)
"! e issue of term limits has been live
for a number of years, quite apart from any
regulatory pronouncements," says Patricia
Koval, a partner at Torys
LLP. "Boards that
take governance seriously have always care-
fully reviewed incumbents. If they feel the
time has come to tell a director to move on,
they do so constructively. It becomes a ques-
tion of weighing the contribution and qual-
ity that a director brings to the table versus
simply imposing an arbitrary term limit. I
think Corporate Canada is going to choose
more of the 'explain' [option]."
MAJORITY VOTING
As of June 2014, the
TSX required all listed
companies, except those that are majority
controlled, to have majority voting for di-
rectors in uncontested elections. A director
unable to win a majority of votes (absent
"exceptional circumstances") must resign.
Previously, if the majority of sharehold-
ers withheld their votes, a director could
still be elected, as the only options were to
14
|
CORPORATE GOVERNANCE
"WHEN PEOPLE LOOK BACK
AT THIS LAST DECADE, IT WILL
BE SEEN MAYBE NOT AS A GOLDEN
AGE, BUT AS A PERIOD WHEN
THE LAW AND REGULATION MOVED
IN THE DIRECTION OF GREATER
SHAREHOLDER DEMOCRACY AND
A GROWING PROFESSIONALIZATION
OF DIRECTORS."
– Patricia Olasker, Davies Ward Phillips & Vineberg LLP
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