Overview

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

The conduct of shareholder meetings is primarily governed by corporate law and a reporting issuer’s organizing documents. Following the COVID-19 pandemic, certain corporate statutes in Canada have been amended to expressly permit virtual shareholder meetings and include requirements reporting issuers must meet when conducting virtual meetings.

One of the objectives of applicable securities law disclosure requirements is to provide shareholders with the information they need in order to understand a reporting issuer’s affairs and exercise their rights as shareholders at shareholder meetings. Therefore, the CSA is providing the following updated guidance to assist reporting issuers in fulfilling their obligations under securities legislation and to encourage the adoption of practices that facilitate shareholder participation.

Disclosure to shareholders on how to access and participate at 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.

Facilitating shareholder participation at virtual meetings

For many investors, and in particular retail investors, the annual meeting has traditionally represented the only opportunity for meaningful engagement with management. The ability to attend and participate in a shareholder meeting should not require anything more than a basic level of technological proficiency. The CSA is encouraging reporting issuers to provide for an ease, level and quality of shareholder participation at a virtual meeting that is comparable to that which a shareholder could reasonably expect if they were attending an in-person meeting.

The CSA encourages reporting issuers to review their governing corporate legislation and organizing documents when contemplating the format and conduct of their shareholder meetings. It is also recommended that reporting issuers consult and follow accepted best practices relating to the conduct of virtual shareholder meetings, including considering holding hybrid meetings to allow both in-person and virtual participation.

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.

Recent developments

Amendments under consideration

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