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____ Wednesday March 9, 2016 ____



ICD Releases Guidance for Director-Shareholder Engagement

ICD recommends director-shareholder engagement, offers six guidelines on
board-investor dialogue Guidance is a result of deliberations by panel of well-known investors, directors

Toronto - The Institute of Corporate Directors (ICD), Canada's national association for boards and directors, today released guidance on director-shareholder engagement. The ICD endorses engagement in a way that complements management-led investor relations as an important means of fostering understanding that can help boards better oversee strong, innovative and growing companies.

To study the question of how best to engage with shareholders, the ICD convened an Advisory Committee consisting of Greg Boland, Ian Bourne, David Denison, Peter Dey, Eileen Mercier and Michael Wilson.

The ICD identified the need for more engagement, and guidance on how to go about it at its 2015 National Conference. Directors are facing increasing demands by investors for influence in the boardroom, sometimes extending as far as shareholder activism, as well as often conflicting opinions on the discharge of board responsibilities from investors, regulators, the media and other commentators.

"The ICD believes that boards should be leaders in this discussion, as befits their central role as stewards of their companies," said Stan Magidson, the President and CEO of the ICD. "We at the ICD see a real opportunity for directors to engage shareholders in a meaningful way, which will build bridges, enhance mutual understanding and provide valuable insights."

The result is a paper outlining six key recommendations tailored for the Canadian market:

• Know your most significant investors
• Boards should know their significant shareholders and their share positions
• Recognize the key benefits of engagement
• Engagement is about better understanding the other's perspective
• Tailor a process that works for you
• Adopt a strategic approach
• Set topics of discussion
• Know what you're talking about and what you can talk about
• Invite the right participants
• Get decision makers in the room
• Review and consider what you learn
• Consider the information you gain from your engagement

The recommendations are laid out in greater detail in the paper, entitled "ICD Guidance for Director-Shareholder Engagement."

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