RE:RE:RE:Jay Taylor TX tell us more about the hurricane. LOL
Pfffft
WisGuy1 wrote: BM agrees 100% with this.
Frankly, I am not a big fan of NVO NRs. Never have been. They are often byzantine in nature and require an unduly amount of effort by investors to decipher. Often, they raise even more questions. In addition, I really don’t care what NL writers have to say about corporate issues in which they are obviously not privy.
The
December 06 NVO AGM NR may sound definitive and clean, but the choice of words in the election results do not resolve the actual issue that investors are stressing over. As I posted previously, the Toronto Stock Exchange (TSX) requires all listed companies to hold Majority Elections for directors. Shareholders of most Canadian companies cannot vote against directors. Proxy ballots only allow shareholders to vote “For” or “Withhold” towards the director nominees. The result is that unless a nominee receives absolutely zero "For" votes, all directors who are nominated are elected regardless of how many “withhold” votes they receive.
The requirements set by the Canadian TSX Exchange relating to listed companies are a part of a substantial body of law and custom that, over the years, has evolved to ensure a fair and orderly market for listed securities. The Manual has been designed to provide a detailed and well-indexed compendium of these requirements.
Chapter G Section 461 of Shareholders' Meetings and Proxy Solicitation clearly states the following (see highlight text):
Sec. 461.3. Each director of a listed issuer must be elected by a majority (50% +1 vote) of the votes cast with respect to his or her election other than at contested meetings ("Majority Voting Requirement").
A listed issuer must adopt a majority voting policy (a "Policy"), unless it otherwise satisfies the Majority Voting Requirement in a manner acceptable to TSX, for example, by applicable statutes, articles, by-laws or other similar instruments. The Policy must, substantially, provide for the following:
- any director must immediately tender his or her resignation to the board of directors if he or she is not elected by at least a majority (50% +1 vote) of the votes cast with respect to his or her election;
- the board shall determine whether or not to accept the resignation within 90 days after the date of the relevant security holders' meeting. The board shall accept the resignation absent exceptional circumstances;
- the resignation will be effective when accepted by the board;
- a director who tenders a resignation pursuant to this Policy will not participate in any meeting of the board or any sub-committee of the board at which the resignation is considered; and
- the listed issuer shall promptly issue a news release with the board's decision, a copy of which must be provided to TSX. If the board determines not to accept a resignation, the news release must fully state the reasons for that decision.
If an issuer adopts a Policy to satisfy the Majority Voting Requirement, it must post a copy of the Policy on its website in accordance with Section 473.
Sec. 461.4. Following each meeting of security holders at which there is a vote on the election of directors at an uncontested meeting, each listed issuer must forthwith issue a news release disclosing the detailed voting results for the election of each director, and must forthwith provide a copy of the news release to TSX by email to disclosure@tsx.com if one or more director is not elected by at least a majority of the votes cast with respect to his or her election.
The news release is intended to provide the reader with insight into the level of support received for each director.
Accordingly, issuers should disclose one of the following in their news release: - the percentages of votes received 'for' and 'withheld' for each director;
- the total votes cast by ballot with the number that each director received 'for'; or
- the percentages and total number of votes received' for' each director.
NVO investors should expect full disclosure on the December Director election results as stated above. I really don’t want to belabor this issue. I just want to see closure on an issue that was triggered by external opinions, and has not been adequately addressed with a clear statement from NVO as per the TSX guidelines above.
Tx
[/quote]