An Act to amend certain Acts in relation to financial institutions (S.C. 2005, c. 54)
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Assented to 2005-11-25
1991, c. 45TRUST AND LOAN COMPANIES ACT
386. (1) Subsections 147(1) and (2) of the Act are replaced by the following:
Marginal note:Notice of refusal
147. (1) If a company refuses to include a proposal in a management proxy circular, it shall in writing notify the person submitting the proposal of its intention to omit the proposal from the management proxy circular and of the reasons for the refusal. It shall notify the person within the prescribed period after either the day on which it receives the proposal or, if it has requested proof under subsection 146(1.4), the day on which it receives the proof.
Marginal note:Application to court
(2) On the application of a person submitting a proposal who claims to be aggrieved by a company’s refusal under subsection (1), a court may restrain the holding of the meeting at which the proposal is sought to be presented and make any further order that it thinks fit.
(2) Subsection 147(3) of the French version of the Act is replaced by the following:
Marginal note:Demande de la société
(3) La société ou toute personne qui prétend qu’une proposition lui cause un préjudice peut demander au tribunal une ordonnance autorisant la société à ne pas la faire figurer à la circulaire de la direction sollicitant des procurations ou en annexe; le tribunal, s’il est convaincu que le paragraphe 146(5) s’applique, peut rendre en l’espèce la décision qu’il estime pertinente.
Marginal note:2001, c. 9, s. 496
387. (1) Subsections 148(1) to (3) of the Act are replaced by the following:
Marginal note:List of shareholders entitled to notice
148. (1) A company shall prepare an alphabetical list of shareholders entitled to receive notice of a meeting showing the number of shares held by each shareholder
(a) if a record date is fixed under paragraph 140(5)(c), no later than 10 days after that date; and
(b) if no record date is fixed, on the record date determined under paragraph 140(6)(a).
Marginal note:Voting list
(2) The company shall prepare an alphabetical list of shareholders entitled to vote as of the record date showing the number of shares held by each shareholder
(a) if a record date is fixed under paragraph 140(5)(d), no later than 10 days after that date; and
(b) if no record date is fixed under paragraph 140(5)(d), no later than 10 days after a record date is fixed under paragraph 140(5)(c) or no later than the record date determined under paragraph 140(6)(a), as the case may be.
Marginal note:Entitlement to vote
(3) A shareholder whose name appears on a list prepared under subsection (2) is entitled to vote the shares shown opposite their name.
(2) The portion of subsection 148(4) of the Act before paragraph (a) is replaced by the following:
Marginal note:Examination of list
(4) A shareholder may examine the list of shareholders
388. Section 154 of the Act is amended by adding the following after subsection (2):
Marginal note:Electronic voting
(3) Despite subsection (1) and unless the by-laws provide otherwise, any vote referred to in that subsection may be held entirely by means of a telephonic, electronic or other communication facility if the company makes one available.
Marginal note:Voting while participating electronically
(4) Unless the by-laws provide otherwise, any person who is participating in a meeting of shareholders under subsection 139(2) and entitled to vote at that meeting may vote by means of the telephonic, electronic or other communication facility that the company has made available for that purpose.
Marginal note:Regulations
(5) The Governor in Council may make regulations respecting the manner of and conditions for voting at a meeting of shareholders by means of a telephonic, electronic or other communication facility.
389. Section 155 of the Act is amended by adding the following after subsection (2):
Marginal note:Evidence
(3) Unless a ballot is demanded, an entry in the minutes of a meeting that the chairperson declared a resolution to be carried or defeated is in the absence of evidence to the contrary proof of that fact without proof of the number or proportion of votes recorded in favour of or against the resolution.
390. Paragraph 156(3)(a) of the Act is replaced by the following:
(a) a record date has been fixed under paragraph 140(5)(c) and notice of it has been given under subsection 140(7);
391. Subsection 157(1) of the Act is replaced by the following:
Marginal note:Court may order meeting to be called
157. (1) A court may, on the application of a director, a shareholder who is entitled to vote at a meeting of shareholders or the Superintendent, order a meeting to be called, held or conducted in the manner that the court directs if
(a) it is impracticable to call the meeting within the time or in the manner in which it is to be called;
(b) it is impracticable to conduct the meeting in the manner required by this Act or the by-laws; or
(c) the court thinks that the meeting ought to be called, held or conducted within the time or in the manner that it directs for any other reason.
Marginal note:1997, c. 15, s. 348
392. (1) The definition “registrant” in section 160.01 of the Act is repealed.
Marginal note:1997, c. 15, s. 348
(2) The definition ““solicit” or “solicitation”” in section 160.01 of the Act is replaced by the following:
“solicitation”
« sollicitation »
“solicitation”
(a) includes
(i) a request for a proxy whether or not accompanied by a form of proxy,
(ii) a request to execute or not to execute a form of proxy or to revoke a proxy,
(iii) the sending of a form of proxy or other communication to a shareholder under circumstances reasonably calculated to result in the procurement, withholding or revocation of a proxy, and
(iv) the sending of a form of proxy to a shareholder under subsection 160.04(1); but
(b) does not include
(i) the sending of a form of proxy in response to an unsolicited request made by or on behalf of a shareholder,
(ii) the performance of administrative acts or professional services on behalf of a person soliciting a proxy,
(iii) the sending by an intermediary of the documents referred to in subsection 160.07(1),
(iv) a solicitation by a person in respect of shares of which they are the beneficial owner,
(v) a prescribed public announcement by a shareholder of how they intend to vote and the reasons for that decision,
(vi) a communication for the purpose of obtaining the support of persons in accordance with paragraph 146(1.1)(b), or
(vii) a communication, other than a solicitation by or on behalf of the management of a company, that is made to shareholders in the prescribed circumstances.
(3) Section 160.01 of the Act is amended by adding the following in alphabetical order:
“intermediary”
« intermédiaire »
“intermediary” means a person who holds a security on behalf of another person who is not the registered holder of the security, and includes
(a) a securities broker or dealer required to be registered to trade or deal in securities under the laws of any jurisdiction;
(b) a securities depositary;
(c) a financial institution;
(d) in respect of a clearing agency, a securities dealer, trust company, association within the meaning of section 2 of the Cooperative Credit Associations Act, bank or other person, including another clearing agency, on whose behalf the clearing agency or its nominee holds securities of an issuer;
(e) a trustee or administrator of a self-administered retirement savings plan, retirement income fund or education savings plan or another similar self-administered savings or investment plan that is registered under the Income Tax Act;
(f) a nominee of a person referred to in any of paragraphs (a) to (e); and
(g) a person who performs functions similar to those performed by a person referred to in any of paragraphs (a) to (e) and holds a security registered in their name, or in the name of their nominee, on behalf of another person who is not the registered holder of the security.
Marginal note:1997, c. 15, s. 348
393. Subsection 160.04(2) of the Act is replaced by the following:
Marginal note:Exception
(2) The management of a company is not required to send a form of proxy under subsection (1) if the company
(a) is not a distributing company; and
(b) has 50 or fewer shareholders who are entitled to vote at a meeting, two or more joint holders of a share being counted as one shareholder.
394. Section 160.05 of the Act is amended by adding the following after subsection (1):
Marginal note:Exceptions
(1.1) Despite paragraph (1)(b), it is not necessary to send a dissident’s proxy circular if
(a) the total number of shareholders whose proxies are solicited is 15 or fewer, two or more joint holders of a share being counted as one shareholder; or
(b) the solicitation is conveyed by public broadcast, speech or publication and the prescribed requirements are complied with.
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