Major Canadian companies and institutional shareholders are seeking reforms to the proxy voting system to ensure shareholder votes are tallied correctly on key matters.
At a Toronto conference on Monday, levitra pills nz officials from both companies and investor groups outlined their mounting frustration with the excessively complex process for counting shareholder votes at annual meetings, saying the system is error prone and lacks transparency to be able to spot mistakes when they happen.
“The shareholder voting system is in large measure dysfunctional,” said David Masse, levitra nz senior legal counsel at Montreal based CGI Group Inc. and chairman of the Canadian Society of Corporate Secretaries.
The Shareholder Democracy Summit was convened by the CSCS, whose members are in charge of dealing with shareholder proxy voting issues at public companies. levitranz It has decided to independently bring together government regulators and industry players to draft solutions to fix the system, Mr. Masse said.
Significant problems with voting occur at 55 per cent of all meetings operated by transfer agent Computershare Ltd., according to senior manager of market development Bill Brolly. One in five corporate meetings has problems with “overvoting,” which occurs when more shares are cast than there are votes outstanding.
Mr. Brolly said the problems need to be fixed before a scandal erupts, such as an incorrect vote count scuttling a large takeover bid.
But problems are not easily solved because the system has numerous players who deal with shareholders, brokerage firms, transfer agents and other intermediaries who distribute vote materials, collect proxies and forward voting information to tabulators using a variety of different paper and computer systems.
Mr. trustee for its internal employee share ownership program that the trustee had not received materials so the employees’ shares could be voted at the company’s annual meeting. Even after speaking to transfer agents and looking down the “hose” of the voting system, he said CGI could not figure out how to fix the problem.
“The route was too circuitous; https://en.wikipedia.org/wiki/Vardenafil there were too many layers,” he said. “You could look down one end of the hose and the other end of the hose, and there was no light.”
Other representatives of large institutional investors told the summit they need a transparent system where they can get confirmations that their votes have been received and properly counted after they are cast.
Paul Schneider, who oversees proxy voting at the Ontario Teachers Pension Plan, said Teachers never knows if its vote was recorded properly, because there is no way to get a clear confirmation of the result.
“It’s like this little black box we have no idea if our vote is included, we just hope it is,” he said.
Tim Horton’s Inc. senior vice president Jill Aebker said better technology would make it easier for shareholders to vote online, and would fix problems that stem from using paper proxies.
“If we’re serious about instituting improvements, it’s easy to move toward more electronic based systems,” she said.
In cases of overvoting, the typical solution is either to cut off counting when shares equal to the outstanding float are received so any that come in above that number are not counted or else prorate the vote to reduce the overall tally to the number of shares outstanding.
That means some shareholders who voted correctly do not see their full vote counted, while some who voted in error still get to have their votes used.
“I think it’s a disservice to the shareholder,” levitranz said Eldorado Gold Corp. corporate secretary Dawn Moss.
He said a chairman can have a conflict of interest, however, when the company prefers a particular voting result to occur, levitra nz and shareholders have no recourse to challenge a decision except to launch a court challenge.
Participants said the practice of institutions lending out their shares typically to other investors using them for short selling causes many of the problems related to overvoting because confusion can lead to lenders and borrowers both voting the shares.
Glenn Keeling, partner at proxy solicitation firm Phoenix Advisory Partners, said many companies never know about overvoting of borrowed shares because the total number of votes received never goes above 100 per cent, so there is no signal of a problem.
But he said initiatives like “say on pay” are engaging a growing number of shareholders, levitra pills nz and more voting problems will become evident as voting numbers start to climb.