As the source of risk capital for Canadian businesses, shareholders have
a direct influence in corporate governance.
Shareholders elect the directors
and appoint the external auditors and shareholder approval is required for
matters of fundamental importance to the company and its shareholders,
including changes to the articles and by-laws, amalgamations, reorganizations
and the sale of all or substantially all of the company’s assets and certain
dilutive transactions.
As set out in this paper, the Institute of Corporate Directors believes that
the boards of directors of Canada’s listed companies should directly engage
with their significant investors on matters of corporate and board governance.
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