Forms of proxy for the election of directors will permit a shareholder to vote in favour of, or to withhold from voting, separately for each director nominee. The Chair of the Board will ensure that the number of shares voted in favour or withheld from voting for each director nominee is recorded and promptly made public after the meeting. If the vote was by a show of hands, the Company will disclose the number of shares voted by proxy in favour of or withheld for each director and the outcome of the vote.
If a director nominee has more votes withheld than are voted in favour of him or her, the nominee will be considered by the Board not to have received the support of the shareholders, even though he or she may have been duly elected as a matter of corporate law. Such a nominee will immediately submit his or her resignation as a director to the Board for consideration by it. The resignation will be effective when accepted by the Board.
In deliberating whether to accept the resignation or not, the Board will consider same in accordance with its fiduciary duties to, and in furtherance of the best interests of, the Company and its shareholders. In making a decision to accept or reject the resignation, the Board must accept it unless it determines that there are exceptional circumstances that justify delaying acceptance or rejecting the resignation. In reaching its decision, the Board may consider all factors it deems to be relevant.
The Board’s decision will be disclosed as soon as practicable after the decision is made but in any event it is required to make its decision and announce it in a press release within ninety (90) days of the applicable meeting of the shareholders, and file a copy with the Toronto Stock Exchange. If the tendered resignation is declined, full reasons for that decision will be included in the press release.
If a resignation is accepted, subject to any corporate law restrictions, the Board may: (i) leave a vacancy in the Board unfilled until the next annual general meeting; (ii) fill the vacancy by appointing a new director whom the board considers to merit the confidence of the shareholders; or (iii) call a special meeting of shareholders to consider new Board nominee(s) to fill the vacant position(s).
A director who tenders his or her resignation pursuant to this policy will not be permitted to participate in any meeting of the Board at which his or her resignation is to be considered. If a sufficient number of the Board members received a greater number of votes withheld than the votes in favour of such members in the same election, such that the Board no longer has a quorum, then such directors receiving a majority of votes withheld will not be permitted to vote in any meeting of the Board at which his or her resignation offer is considered, however, he or she will be counted for the purpose of determining whether the Board has quorum.
If any director, who received a greater number of votes withheld than votes in favour of such director’s election does not tender his or her resignation in accordance with this Policy, he or she will not be renominated by the Board for election as a director of the Corporation.
The Board may adopt such procedures as they deem fit for the administration of this Policy.
This policy applies only to “uncontested elections” of directors. For the purpose of this policy, “uncontested election” means an election of directors where the number of nominees for directors is equal to the number of directors to be elected. This Policy also does not apply where an election involves a proxy battle (i.e., where proxy material is circulated in support of one or more nominees who are not part of the director nominees supported by the Board).
This Policy was approved and adopted by the Board on February 17, 2016 and is and shall be effective and in full force and effect in accordance with its terms and conditions from and after such date.