Legal news and trends for Canadian in-house counsel and c-suite executives
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annual management's discus- sion and analysis. Looking ahead, the adoption of IFRS accounting, which public companies have to follow as of Jan. 1, 2011, is one area Zordel says she would pay a lot of attention to if she was in- house counsel. "One of the challenges with IFRS accounting is it allows flexibil- ity in how things are treated and when you have flexibility it also becomes an area of risk," she says, not just in terms of whether you can get your accounting statements approved, but whether you're going to leave yourself open for another form of complaint. Several recent changes, such as exec- utive compensation disclosure require- ments, which Vanderpol says were quite substantial, are also part of the broader move towards a democratization of cor- porate governance, he explains. "I think there is a general trend in securities regulation and just in the public com- panies sphere to increase shareholder activism and the democratization then of corporate governance, and so that is a trend that we're seeing and I think com- munication with shareholders is part of that." Some examples of this are the "say on pay" advisory votes on compensa- tion that more and more issuers are giving to shareholders and the policy of majority voting some issuers are adopt- ing, requiring each director to receive a majority of votes for election. "That you see in the corporate governance sphere. I think you will also see shareholder activ- ism by institutions agitating for change, change in management, change in the board, whether through proxy contests or asking for nominees to be put on the board," he says. Indeed, rather than further updates in the area of disclosure obligations, where Desjardins says most people understand what they have to report and when they have to report it, he expects any future changes to centre around public com- panies in the areas of proxy, perhaps shareholder activism in the context of say on pay, and the regulation of rating agencies. In the United States, for ex- ample, following the credit crisis and fi- nancial market turmoil, there has been a host of new legislation coming into play relating to over-the-counter derivatives, hedge funds, and credit-rating agencies, says Anand. In Canada, public companies are likely keeping an eye on similar issues — most recently, the new proposed regula- tory regime for credit-rating agencies, which may indirectly affect large issuers who issue debt securities rated by a cred- it-rating agency. "Canadian securities regulators are likely to be thinking about these issues also, and so on the horizon, it is likely that we will hear something from regulators on these issues if we have not already," she says. IH Subscribe today to Canadian Lawyer Canadian Lawyer is the ultimate source for today's legal professional. Keep up to date and informed by subscribing today for only $65 a year! S t . John ' s city re v iew • Wild , wild web • Carri age ba ttles July 2009 July 2009 Along with 11 issues packed with insights, trends and analysis, you'll also receive access to Canadian Lawyer's exclusive digital edition and digital edi- tion archives, available only to regis- tered subscribers. You'll stay up to date on breaking news between issues with Canadian Legal Newswire, our free weekly enewsletter that is edited by our legal reporting team. 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