Majority Voting

Guidelines

Currently, the voting of directors is based on a "plurality system" whereby shareholders vote either "for" a director or "withhold" their vote (i.e. do not vote) for a director. In a plurality system, withhold votes do not count and technically a director needs only 1 "for" vote to be elected to the board.

The move to majority voting is a three-step process:

1. List individual directors on the Registered Form of Proxy or the Voting Instruction form. For more details, see Section A of our Best Practices in Director Disclosure.
2. The Board adopts an internal policy (en Français) which states that for any director receiving 50% + 1 withheld votes, those votes would be considered "No" votes. For some samples of how companies have communicated this policy to its shareholders, click here.
3. Once a resignation is submitted, the Corporate Governance Committee (or equivalent) reviews any extra circumstances surrounding the voting results and makes a decision whether or not to accept the resignation. The Committee's decision is made public.

Policy on Majority Voting (31k PDF)

en français (27k PDF)

force a line

Who's adopted a majority voting policy?

Click here to find out.