CSA Provides Updated Guidance on Virtual Shareholder Meetings

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Feb 22, 2024

On February 22, 2024, the Canadian Securities Administrators (CSA) provided reporting issuers updated guidance on virtual shareholder meetings following initial guidance provided in February 2022.

This follows concerns raised by shareholders about limitations in exercising their rights and participating effectively in such meetings. The guidance aims to help companies comply with regulations and ensure better engagement and access to information for shareholders during virtual meetings.

In order for reporting issuers to fulfill their obligations under securities legislation, it is important that reporting issuers provide clear and comprehensive disclosure in management information circulars and associated proxy-related materials with respect to the logistics for accessing, participating and voting at a virtual meeting.

Reporting issuers can facilitate shareholder participation at virtual shareholder meetings by:

  • simplifying registration and authentication procedures
  • providing shareholders with opportunities to make motions or raise points of order
  • ensuring shareholders have the ability to raise questions and provide direct feedback to management in any question-and-answer segment of the meeting
  • indicating where shareholder proposals will be presented and voted on at the meeting, coordinating with proponents of those proposals in advance of the meeting, and ensuring proponents are given a reasonable opportunity to speak to the proposal and respond to any questions that arise from the proposal
  • ensuring any virtual platform used by an issuer has functionality permitting shareholder participation to the fullest extent possible; and
  • ensuring the Chair is experienced and knowledgeable in the technological platform being used for the virtual meeting.

CSA Staff will continue to monitor the practice of virtual shareholder meetings, including reviewing disclosure in proxy-related materials during the upcoming proxy season. Further guidance and updates may be issued, as required.

Access the updated guidance on the CSA’s website.

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