neously to shareholders”. This resolution was modified slightly from a similar proposal put forth at the banks. At BCE, APEIQ added a qualifier that information so released must be material enough to “significantly” affect BCE’s share price. Although Fairvest recommended opposing the resolution at the banks, given the addition of the word “significantly” and the support of BCE, Fairvest recommended in favour of the resolution. The second proposal suggested that the company disclose in the management proxy circular the fees paid to the company’s auditor and its affiliates, for both audit services and non-audit services. The board of directors recommended that shareholders vote in favour of this proposal, and agreed to disclose to shareholders the amounts paid to auditors in the future, an action applauded by Fairvest.

Talisman Energy Inc. and Placer Dome Inc. took different tactics after both became the target of shareholder proposals on social issues. Placer was asked to provide shareholders with an independent and public audit of environmental risk and related potential financial liabilities for each of the Corporation’s operations, and detailed information on the measures in place to protect shareholders from adverse impacts on share price and volatility caused by environmental incidents. Placer recommended a vote against this proposal stating that they already have a Safety, Sustainability and Environmental Committee, which publishes an annual Sustainability Report which describes the corporation’s activities, major environmental issues and how these issues are being managed to reduce actual and potential liabilities.

Talisman’s operating situation in the Sudan has achieved status as a major issue for the company and because of its operating partnership with the Sudanese government, Talisman has been accused of contributing to human rights violations in the Sudan. Furthermore, the situation in the Sudan does not seem to be improving, and the apparent lack of affirmative action by Talisman had caused pressure to build against the company. As such, several shareholders of Talisman jointly sponsored a shareholder

proposal that requested an independently verified report on the company’s compliance with the International Code of Ethics for Canadian Business and with internationally accepted standards for human rights. The Company acknowledged that it must take action, and presented a similar proposal which it viewed as more workable, while still committing the Company to affirmative action well beyond what it had demonstrated to date. Given the mounting campaign, growing likelihood of sanctions and apparent ongoing human rights abuses by the Sudanese government, Fairvest supported both proposals on the basis it was important that at least one proposal pass.

In 1999 six companies were seeking authority to reprice outstanding options. As predicted, Fairvest’s voting results survey for 1999 showed high opposition to the practice of option repricing. So it is not surprising that there were no resolutions to reprice options at TSE 300 companies in 2000, although Corel Corporation did put forth a resolution extending the term of certain options. The company wanted to extend by one year the expiry date of certain options held by senior management who had not been permitted to exercise any options since mid-November 1999, because Corel had inadvertently granted more options than shares it had reserved pursuant to its option plan. Fairvest felt that an extension of the terms of these options by one month would suffice, while a one-year extension amounted to a “bonus” for executives.

Going a step further in the other direction, a shareholder proposal included on the proxy ballot for Clarica Life Insurance Company proposed to include a $40 premium price on options. The resolution would see the company adopt a policy that stock options held by any employee, manager or director of Clarica will be exercisable only if the shares of the company reach a market price of $40 and maintain such price for a minimum of 60 days. Fairvest believes that the use of premium price options should be more widespread. While a requirement that