The Canadian Securities Administrators (CSA) announced today the adoption of amendments to National Instrument 54-101, Communication with Beneficial Owners of Securities of a Reporting Issuer, and National Instrument 51-102, Continuous Disclosure Obligations, which aim to improve communications between reporting issuers and their shareholders in the proxy voting process.
Specifically, the amendments are designed to improve procedures for reporting issuer communications with investors who hold securities through intermediaries such as dealers, trust companies and banks.
The most significant features of the adopted amendments include:
- Providing reporting issuers with a new notice-and-access mechanism to send proxy-related materials to registered holders and beneficial owners of securities
- Requiring reporting issuers to provide enhanced disclosure regarding the beneficial owner voting process
- Simplifying the process by which beneficial owners are appointed as proxy holders in order to attend and vote at shareholder meetings
The amendments and related materials can be found on CSA members’ websites. In some jurisdictions, ministerial approvals are required to implement the amendments. If all such approvals are obtained, the amendments will take effect on February 11, 2013. However, reporting issuers will only be permitted to use notice-and-access for meetings taking place on or after March 1, 2013.