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For a copy of the referenced position paper, see

Canadian Coalition for Good Governance, January 7, 2008 press release

The mission of the Canadian Coalition for Good Governance is to represent Canadian institutional shareholders in the promotion of corporate governance practices that best align the interests of boards and management with those of the shareholder.

The Voice Of The Shareholder


Canadian Coalition for Good Governance says now is not the time for “Say on Pay” regulations for executive compensation.


-Canadian companies are improving executive compensation practices and disclosure-

Toronto, January 7, 2008 -- The Canadian Coalition for Good Governance (CCGG) will not support any regulatory changes or recommend universal backing for resolutions that will introduce mandatory advisory shareholder votes on executive compensation this year. In its position paper on the issue of "Say on Pay", the Coalition stated that Canadian companies are already making strides to improve executive compensation practices, address disclosure issues and improve shareholder involvement, and that regulations of this kind are not the answer at this time.

"It is the role of the board, and in particular the compensation committee, to establish appropriate executive compensation plans that clearly align the interests of shareholders and management," said David Beatty, Managing Director, Canadian Coalition for Good Governance. "By working constructively with corporate Canada, organizations like ours can provide perspective on the difficult balance between market forces and shareholder interests in the arena of executive pay but it is not our role to find that balance."

"Say on Pay" resolutions refer to an advisory (non-binding) shareholder vote to allow shareholders to comment on executive compensation. In their paper, the CCGG outlined their reasons not to support these types of resolutions at this time, including:

The continued adoption of majority voting for director elections, allowing shareholders to express their concerns over issues such as executive compensation by withholding votes;

The introduction of new CSA requirements for compensation disclosure that will have an impact on linking pay to performance;

An overall improvement in compensation disclosure practices since last proxy season, and;

The increasing role of independent executive compensation advisors in the compensation process.

"We will look to corporate Canada to continue to improve the executive compensation process. Moving forward, if we feel progress on this issue has stalled, we may support resolutions such as "Say on Pay" to ensure the voice of the shareholder is heard," said Beatty.

The Coalition also released a list of requirements representing the areas where Canadian companies should focus their efforts to improve their compensation and disclosure programs in the future. Requirements include:

Clear explanations of overall compensation programs and the link between pay and performance;

Executive compensation packages that are less complex and show a direct alignment with the interests of shareholders;

Better disclosure and justification of post-retirement benefits and change of control provisions for executives.

In addition, the Coalition is promoting the abandonment by corporations of the practice of slate voting and the adoption of majority voting for each director.

"The Coalition has provided a framework to help Canadian companies set executive compensation levels and provide clear and concise disclosure. We will continue to actively work with boards and compensation committees to provide the shareholders' view on compensation practices and disclosure," said Beatty.

For more information on CCGG's "Say on Pay" paper, go to

The Canadian Coalition for Good Governance is made up of 49 of Canada's leading institutional investors with over $1 trillion of combined assets under management. The mission of the Coalition is to represent Canadian institutional shareholders through the promotion of best corporate governance practices and to align the interests of boards and management with those of the shareholder.


For more information:

David Beatty, Managing Director, Canadian Coalition for Good Governance,

(416) 868-3576


120 Adelaide Street West, Suite 2500, Toronto Ontario, M5H 1T1
Tel. 416.868.3582, Fax. 416.367.1954
Web:, Email:



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