[January 19, 2021]

Kingsdale Advisors Releases 2021 Annual General Meeting Checklist for Canadian Companies

Kingsdale Advisors today released its 2021 AGM Checklist, a series of core questions that every Canadian company and board should ask in preparation of their next annual general meeting.

COVID-19 and social movements, such as Black Lives Matter, placed the "S" in ESG - the social impact - firmly at the forefront of governance. This year's checklist poses 10 key questions that directors need to critically consider proactively to ensure a successful annual meeting and a public company over the long term.

1. Do you know your shareholders?
2. Are you considering a virtual-only or hybrid AGM?
3. What is your participation rate at your meetings?
4. The climate is changing; is your response?
5. Is your board diverse enough?
6. Have you shown your social conscience?
7. Are your directors suited for your company's current situation and future challenges?
8. Do you have a defense playbook, and if so, is it up to date?
9. Is your executive compensation in line with your company's performance, and are you planning to make discretionary adjustments to incentive lans due to the impacts of COVID-19?
10. Are you planning to renew your rolling reserve equity plan, or do you intent to seek shareholder approval for additional treasury reserves?

"Each year, planning for an AGM becomes increasingly complex, but with the focus on social issues, such as diversity, equity, and inclusion, reaching new heights in recent months, shareholders are raising expectations and demanding answers from boards," said Amy Freedman, Chief Executive Officer of Kingsdale Advisors. "Boards need to be prepared and identify governance vulnerabilities. As the advisor with the largest roster of AGM clients on the TSX, we help companies proactively identify and prevent potential issues ahead of an annual meeting."

"Being prepared for your AGM means identifying any governance vulnerabilities before the proxy advisors or shareholders pass negative judgment," said Ian Robertson, President, Canada, Kingsdale Advisors. "This year we expect shareholders-both institutional investors and hedge funds-to take a more active role in influencing aspects of governance they may have previously ignored. For example, we fully expect say-on-pay votes to be soon joined by say-on-diversity votes where shareholders will seek to improve BIPOC representation in the boardroom. The question for boards this year is do you want to lead the tide of change or be caught under it?"

About Kingsdale Advisors

With offices in Toronto and New York, Kingsdale Advisors is the leading advisor to public companies on all shareholder, governance, and transaction related matters having acted on the largest and highest profile proxy fights, transactions, and other special situations. Since 2003, public companies across North America have looked to the expertise of Kingsdale Advisors to secure the success of transactions or resolutions driven by shareholder votes. Kingsdale Advisors' multidisciplinary team offers an array of specialized services focused on strategic and defensive advisory, governance advisory, compensation advisory, strategic communications, voting analytics, and creative services.

View source version on businesswire.com: https://www.businesswire.com/news/home/20210119005316/en/

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