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Canadian Securities Regulators Seek Comment on Proposed Proxy Voting Protocols

  • Securities - CSA Image

Mar 31, 2016

On March 31, 2016, the Canadian Securities Administrators (CSA) published CSA Multilateral Staff Notice 54-304 Final Report on Review of the Proxy Voting Infrastructure and Request for Comments on Proposed Meeting Vote Reconciliation Protocols. Among other things, the Notice seeks comment on proposed protocols containing CSA staff expectations and guidance for improving the processes involved in the tabulation of proxy votes.

Following extensive research and consultation, including reviews of shareholder meetings, CSA staff identified information and communication gaps in the processes used to tabulate proxy votes submitted by intermediaries on behalf of their beneficial owner clients (known as meeting vote reconciliation).

To address these gaps, CSA staff developed the proposed protocols, which outline roles and responsibilities, and provide detailed guidance on operational processes for the key entities that implement meeting vote reconciliation. In developing the protocols, CSA staff retained a proxy solicitor to provide technical advice on the proposed protocols and also obtained input from a committee made up of representatives from the central depository, intermediaries, the primary intermediary proxy voting agent, transfer agents, issuers, investors and proxy solicitors.

The CSA welcomes feedback on the proposed protocols no later than July 15, 2016. 

In addition to seeking comment on the proposed protocols, CSA staff plan to hold one or more roundtables with market participants in fall 2016, to discuss any significant issues and concerns raised in the comment letters.

CSA staff intend to finalize and publish the protocols in time for the 2017 proxy season. CSA staff also intend to monitor the voluntary implementation of the protocols in the 2017 proxy season and will consider new rules and guidance in this area.

Review the CSA Multilateral Staff Notice 54-304 Final Report on Review of the Proxy Voting Infrastructure and Request for Comments on Proposed Meeting Vote Reconciliation Protocols on the OSC's Web site.

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