The requirements for the call for proxy voting are intended to ensure that shareholders whose proxies are sought receive sufficient information to form an informed opinion and decide whether or not to grant proxies to the dissident. (b) an order for rectification of any form of authorisation or power of attorney and a new application; and The Director may request additional information not included in the application in order to decide whether or not to exempt an interested person from the dissenting representation requirements. The Director has the power to obtain this additional information from the applicant or third parties (Article 91 of the FSR). With regard to information requested by third parties, the applicant shall be provided with a copy of the information received and a reasonable opportunity to comment (Article 92 of the FSR). Canadian securities regulators have recently adopted guidelines setting out best practices and disclosures for proxy advisors. Proxy advisors are not required to adopt recommended practices and regulators have indicated that they will continue to monitor market developments in the proxy advisory industry and other international initiatives to assess whether the guidelines adequately address the concerns of the Canadian marketplace. 2. A person who is required to issue a management circular or a dissenting proxy circular must at the same time transmit to the Director a copy of the circular, together with a statement in the prescribed form, the form of the proxy, any other document to be used in connection with the meeting and, in the case of a management circular, a copy of the notice of meeting. Subsection 150(1) of the CBCA provides that a dissident may request proxies only if a dissenting proxy circular in the prescribed form and setting out the purposes for the solicitation of information is sent to: The required form of a dissident proxy circular is set out in section 57 of the Canada Business Corporations Regulations, 2001 (RSARCE). Subsection 57(1) contains by reference Form 51-102F5 of National Instrument 51-102 of the Canadian Securities Administrators, Continuous Disclosure Obligations. Subsection 57(2) automatically exempts non-distributing entities from the requirements of Part 1(c) and items 8, 9, 10 and 16 of Part 2 of Form 51-102F5. Examples of whether full or partial exemptions from the proxy requirement have been granted: (2) A proxy or other proxy has the same right as a shareholder by whom he or she was appointed to speak on a matter at a general meeting, to vote at the meeting, and Unless a proxy or proxy has conflicting instructions, by more than one shareholder to vote by show of hands at such a meeting on such a matter.
The exemption, if granted, will not deprive referred shareholders of the information necessary to make an informed decision as to whether or not to grant a proxy to the dissenting party. 26 For the purposes of Article 166(3) of the Law, the prescribed form of the declaration to be attached to the copy of the manager`s circular to be sent to the director in accordance with that paragraph is a declaration signed by a director or a senior manager stating that a copy of the circular has been sent to each director. each shareholder whose authorization has been obtained and the auditor of the cooperative. (b) The form of the proxy shall enable the shareholder to indicate, for each nominee to the Executive Committee, whether his or her vote should be cast for or against the candidate. Note: Exception – Solicitation by public service broadcasting During a proxy contest, it should be strategically considered to strictly adhere to the rules of the proxy request and to judge restrictively whether your opponent is doing the same. A recent decision provides guidance on the factors a court will consider when deciding a rarely contentious issue – when does the company`s disclosure during a proxy contest constitute an illegal solicitation of proxies? 2. The power of attorney shall be signed by the shareholder or his personally authorized representative or signed in Québec. 5.
Where requested by a beneficial owner and provided documentation to an intermediary, the intermediary shall designate the beneficial owner or an authorised representative of the beneficial owner as authorised representative. (1.1) Notwithstanding subsection (1), a person may obtain proxies that are not made by or on behalf of the management of the Corporation without sending a proxy circular of a dissident if the total number of shareholders for whom proxies are sought is fifteen or less, with two or more joint holders than one shareholder. Canadian securities laws and most (but not all) corporate laws contain certain exceptions to the official proxy rules that allow a dissenting shareholder (but not the issuer) to obtain proxies in certain circumstances without sending a proxy circular. In general, corporate laws in Canada prohibit the solicitation of proxies unless the sender (director or dissident) provides shareholders with a circular containing the required information. Under the Canada Business Corporations Act, “solicitation” is broad and includes communications with shareholders “in circumstances reasonably calculated to give rise to the solicitation, withholding or revocation of a proxy.” It is also important to remember that the definition of solicitation includes activities aimed at leading to the deprivation of authority; Accordingly, notices requesting shareholders not to execute another party`s proxy or to refuse to vote in the election of certain proxy nominees may constitute a proxy vote and are generally admissible only after the party giving the notice has sent a proxy circular. 2. An intermediary or trustee appointed by an intermediary shall not waive voting rights in shares which do not economically belong to the intermediary and which are registered in the name of the intermediary or in the name of an authorised representative of the intermediary, unless the intermediary or trustee receives written instructions from the beneficial owner.