Fraiberg, Jeremy D.
Osler, Hoskin
& Harcourt LLP
(416) 862-6505
jfraiberg@osler.com
Mr. Fraiberg, Co-chair of
the Mining Group, practises
corporate and securities law
with an emphasis on M&A
and corporate fi nance. He
acts for public and private
companies, private-equity
funds and investment banks
on a range of transactions.
Fung, William
Blake, Cassels &
Graydon LLP
(416) 863-2356
william.fung@blakes.com
Mr. Fung's practice focuses
on corporate fi nance & pub-
lic M&A deals, with exper-
tise on REITs & income
funds. His recent REIT
experience includes the
Choice Properties REIT &
American Hotel REIT LP
off erings & the H&R REIT
purchase of Primaris REIT.
Gamble, Ian J.
orsteinssons LLP
(604) 602-4290
gamble@thor.ca
Mr. Gamble's tax practice
focuses on corporate-related
matters in the telecom, real
estate, mining, and oil and
gas industries. He taught
at UBC's law faculty, and
speaks and writes regularly.
He is the author of Taxa-
tion of Canadian Mining.
Fraser, Jean M.
Osler, Hoskin &
Harcourt LLP
(416) 862-6537
jfraser@osler.com
Ms. Fraser advises boards
and senior management of
public and private compan-
ies, principally on complex
governance, M&A and
corporate fi nance matters.
She has been lead counsel
on many of Canada's most
signifi cant transactions.
Gallivan, QC, Daniel F.
Cox & Palmer
(902) 491-4126
dgallivan@
coxandpalmer.com
Mr. Gallivan's practice is
primarily transactional,
focusing on corporate, fi -
nance, securities, energy and
public law for corporations,
governments, professional
organizations and fi nancial
institutions. Mr. Gallivan is
the CEO of Cox & Palmer.
Geraghty, Sharon C.
Torys LLP
(416) 865-8138
sgeraghty@torys.com
Ms. Geraghty is a senior part-
ner in Torys's M&A Group.
Practises M&A, corporate
governance and securities
law, with an emphasis on
complex public and private
acquisition transactions.
vote "for" a nominee or to "withhold" a
vote. Under the new regime, a director who
receives a majority of "withhold" votes has
to resign.
A TSX survey of 200 listees queried in
2013 found that 76 per cent had already
adopted majority voting policies. ! e ma-
jority voting requirement follows earlier
TSX-led governance reforms in 2012 that
required directors to be elected annually
and individually
— rather than collectively
as part of a slate.
"No one wants to come in last on the bal-
lot," says Olasker at Davies. "While direc-
tors aren't campaigning, they have in mind
the potential impact of their decisions on
how they will come out in that vote. Sit-
ting on a compensation committee that ap-
proves a rich executive contract will now be
a decision that directors will take with more
thought on whether they'll be targeted in
the next round."
SAY ON PAY
! e number of public companies voluntari-
ly adopting a say-on-pay vote – a sharehold-
er vote approving the company's executive
compensation arrangements – will likely
continue to rise.
Say-on-pay votes started in Canada in
2010 at the major
banks' AGMs. Of
the S&P/TSX 60
Index companies,
81.7 per cent gave
stockholders a say
on pay in 2014, ac-
cording to Davies
Governance Insights
2014. However,
only one-third of
approximately 250
companies in the
S&P/TSX Com-
posite Index have
done so.
Where sharehold-
ers have revolted on
pay, they've been heeded, says Hansell. She
notes that Barrick Gold Corp. received an
85.2 per cent "no" vote on its compensation
structure two years ago. "! ey heard the
investors loud and clear and made changes
to their compensation. Even if 30 per cent
of the votes were 'no,' boards pay attention
to that."
PROXY ADVISORY FIRMS
Listed companies complain when they
receive negative recommendations from
proxy advisory fi rms, especially based on in-
accuracies or on the issuers' failure to meet
"PEOPLE HAVE TO ADDRESS THE
ISSUE [OF GENDER DIVERSITY].
THE LIKELY SCENARIO IS, 'WE
HAVEN'T TURNED OUR MINDS TO IT,
AND NOW WE WILL.' ONCE BOARDS
ENGAGE IN THE PROCESS OF
IDENTIFYING QUALIFIED WOMEN,
THEY WILL SEE THERE ARE LOTS OF
THEM. I THINK IT WILL ACTUALLY
BREAK THE BARRIER."
– Carol Hansell, Hansell LLP
CORPORATE GOVERNANCE
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