THE GOVERNANCE PRACTICES OF INSTITUTIONAL INVESTORS
Report of the Standing Senate Committee on Banking, Trade and Commerce
Chair : The Honourable Michael Kirby
Deputy Chair : The Honourable David Tkachuk
November 1998
MEMBERSHIP
The Honourable Michael Kirby, Chair
The Honourable David Tkachuk, Deputy Chair
and
The Honourable Senators:
Angus, W. David |
Kenny, Colin |
Austin, Jack, P.C. |
Kolber, E. Leo |
Callbeck, Catherine S. |
*Lynch-Staunton, John (or Kinsella, N., acting) |
*Graham, Alasdair B., P.C. (or Carstairs, Sharon) |
Meighen, Michael Arthur |
Hervieux-Payette, Céline, P.C. |
Oliver, Donald H. |
Kelleher, James F., P.C. |
Stewart, John B. |
*Ex Officio Members
Note: The Honourable Senator Consiglio Di Nino, was member or present at meetings at various stages during the course of this study.
Staff from the Parliamentary Research Branch, Library of Parliament:
Mr. Gerald Goldstein, Director, Economics Division and
Ms. Margaret Smith, Research Officer, Law and Government Division.
Staff from the Committees and Private Legislation Directorate:
Ms. Lise Bouchard, Administrative Assistant.
Note: Mr. Paul Benoit was Clerk of the Committee and present at meetings up to March 31st, 1998.
Gary Levy
Clerk of the Committee
ORDER OF REFERENCE
Extract from the Journals of the Senate, Wednesday, October 22, 1997:
The Honourable Senator Carstairs for the Honourable Senator Kirby moved, seconded by the Honourable Senator Callbeck:
THAT, the Standing Senate Committee on Banking, Trade and Commerce be authorized to examine and report upon the present state of the financial system in Canada;
THAT the Committee have the power to permit coverage by electronic media of its public proceedings with the least possible disruption of its hearings; and
THAT the Committee submit its final report no later than December 10, 1998.
The question being put on the motion, it was adopted.
Paul Bélisle
Clerk of the Senate
CHARACTERISTICS OF INSTITUTIONAL INVESTORS IN CANADA
THE GOVERNANCE OF PENSION FUNDS
1. GOVERNANCE OF FOR PROFIT ORGANISATIONS AND NOT FOR PROFIT ORGANISATIONS
2. SIZE AND THE GOVERNANCE OF PENSION PLANS
3. THE QUALIFICATIONS OF BOARD MEMBERS
4. STAKEHOLDER MONITORING OF THE PERFORMANCE OF PENSION FUNDS
5. WHAT INTERESTS BOARD MEMBERS ARE RESPONSIBLE FOR
THE PIAC, ACPM, AND OSFI GUIDELINES
THE GOVERNANCE OF MUTUAL FUNDS
INSTITUTIONAL INVESTOR ACTIVISM
1. The Nature of Institutional Activism
2. Making Views Known to Corporate Management
3. Institutional Investor Representation on Corporate Boards
INVOLVEMENT IN CORPORATE GOVERNANCE
1. Factors Influencing Corporate Governance Activism
2. Governance Issues of Importance
3. Proxy Voting
4. Views on Institutional Investor Activism
LEGAL RESTRAINTS ON INSTITUTIONAL INVESTORS
1. Confidential Voting by Shareholders
2. Informal Communication amongst Shareholders
3. Take-over Bid Threshold
4. Identifying Shareholders
CANADA’S FOREIGN PROPERTY RULE
APPENDIX 1 (Witnesses)
The Use of Derivatives to Modify a Portfolio
APPENDIX 3
PIAC Guidelines
APPENDIX 4
ACPM Guidelines
APPENDIX 5
OSFI Guidelines