Canadian Securities Administrators have adopted “notice-and-access” in Canada under amended National Instrument 54-101 Communication with Beneficial Owners of Securities of a Reporting Issuer, which allows reporting issuers (but not investment funds) to deliver proxy-related materials to shareholders by posting the materials on a non-SEDAR website.
Unlike its US counterpart, Canadian notice-and-access is not mandatory for issuers and, if an issuer chooses to distribute materials by notice-and-access, its shareholders may still opt to be mailed paper materials.
An issuer who intends to rely on notice-and-access must send its shareholders a notice package which discloses clearly the date, time, and location of the meeting, and contains required details of the issuer’s notice-and-access materials.
Issuers are now required to provide enhanced disclosure of the shareholder voting process in their meeting materials. An information circular must now disclose:
If the issuer does not intend to pay for the delivery of materials to OBOs, the information circular must state that OBOs will not receive the materials unless their intermediary assumes delivery costs.
For more information, please contact any member of the Boughton Law Securities Group.
The information contained in this post is a summary only and is not considered to be legal advice.
Tags: Article; Securities