Canada: Revised Proposed Amendments To National Instrument 54-101 – Communication With Beneficial Owners Of Securities Of A Reporting Issuer

Last Updated: June 27 2011
Article by Lara Nathans and Leila Rafi

Most Read Contributor in Canada, September 2018

On June 17, 2011, the Canadian Securities Administrators (CSA) published for comment revised proposed amendments to National Instrument 54-101 – Communications with Beneficial Owners of Securities of a Reporting Issuer (NI 54-101), National Instrument 51-102 – Continuous Disclosure Obligations and other related policies that are designed to further enhance the shareholder voting communication process (collectively, Revised Proposed Amendments). The original proposed amendments to NI 54-101 were first published on April 9, 2010 and as a result of the 27 comments received, the CSA released the Revised Proposed Amendments. See our previous articles, " CSA Proposes Amendments to Streamline Communication with Beneficial Owners" and " Reaction to CSA's Proposed Amendments to the Beneficial Owner Communication Process" on the initial proposed amendments to NI 54-101 regarding the comments thereto for more information.


The most significant features of the Revised Proposed Amendments are changes to the availability of and the standardization to the "notice-and-access" mechanism to send proxy-related materials to shareholders, in connection with either annual or special meetings. In conjunction with this mechanism, shareholders will be provided with access to information circulars in connection with shareholder meetings either online or, upon request, by paper copy. In addition, the Revised Proposed Amendments simplify the process by which beneficial owners are appointed as proxy holders in order to attend and vote at shareholder meetings and require enhanced disclosure regarding the beneficial owner voting process.

Impact of Revised Proposed Amendments on Notice-and-Access Procedures

The "notice-and-access" procedure provides a reporting issuer the ability to deliver proxy-related materials by sending a notice package to all shareholders informing them that proxy-related materials are filed on SEDAR under the reporting issuer's profile and enclosing the relevant voting document. The Revised Proposed Amendments now: (i) allow issuers to use: "notice-and-access" for all meetings; and (ii) require that the notice package be sent to all shareholders and contain the foregoing items, accompanied only by a plain-language explanation of the notice-and-access mechanism, which explanation is also required to be posted on the reporting issuer's website. In the event a reporting issuer wishes to include additional materials in the notice package sent to shareholders, a hard copy of the information circular would also need to be included.

Pursuant to the Revised Proposed Amendments, management of a reporting issuer that wishes to use notice-and-access for the first time will be required to post a document on a website explaining notice-and-access in plain language, and to issue a news release with respect to such anticipated use not more than 6 months nor less than 3 months before the expected date of the first meeting for which notice-and-access will be used. The Revised Proposed Amendments permit reporting issuers to obtain standing instructions from registered holders (and intermediaries from beneficial owners) with respect to receiving paper copies of the information circular in the notice package. To facilitate effective integration of the Revised Proposed Amendments, annual instructions to receive annual reports will constitute instructions to include a paper copy of the information circular in the notice package where the reporting issuer uses notice-and-access.

For SEC issuers that comply with the notice-and-access procedures in the US, the Revised Proposed Amendments provide an exemption from complying with the Canadian requirements to such SEC issuers only if they have a limited Canadian presence.

The Revised Proposed Amendments also discuss:

  • additional guidance in the companion policy to NI 54-101 on factors reporting issuers should take into account when deciding when and how to use "notice-and-access"
  • certain other changes to the technical aspects of the beneficial owner communication procedures including for example:
    • where a reporting issuer uses notice-and-access, permitting a reporting issuer to abridge the date for determining shareholders entitled to vote and receive notice to not less than 30 days before the meeting date, and the sending of the notification of meeting and record dates under Section 2.2 of NI 54-101 to not less than 30 days before the meeting date in order to enable shareholders to have sufficient time to request and receive a paper copy of the information circular if they so desire in advance of the meeting;
    • limiting delivery of the notice package to shareholders to prepaid mail or courier; and
    • introducing a deadline of three of four business days before the 30th day before the meeting date by which a reporting issuer must provide materials for forwarding to intermediaries.
  • enhanced disclosure of the voting process by requiring reporting issuers to disclose use of "notice-and-access"

Other Changes to Beneficial Owner Proxy Appointment Process

The Revised Proposed Amendments suggest that unless a beneficial owner has instructed otherwise, where an intermediary appoints a beneficial owner or nominee as a proxy holder, such person also be given the authority to attend, vote and otherwise act for and on behalf of the intermediary in respect of all matters that come before the applicable meeting (and not just those on the voting form).

Deadline for Comments

The deadline for the submission of comments on the Revised Proposed Amendments is August 16, 2011. We would be pleased to raise with the CSA, on your or your company's behalf, any comments you may have on the Revised Proposed Amendments or on the proxy voting system as a whole.

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.

To print this article, all you need is to be registered on

Click to Login as an existing user or Register so you can print this article.

Similar Articles
Relevancy Powered by MondaqAI
Blake, Cassels & Graydon LLP
Norton Rose Fulbright Canada LLP
In association with
Related Topics
Similar Articles
Relevancy Powered by MondaqAI
Blake, Cassels & Graydon LLP
Norton Rose Fulbright Canada LLP
Related Articles
Related Video
Up-coming Events Search
Font Size:
Mondaq on Twitter
Register for Access and our Free Biweekly Alert for
This service is completely free. Access 250,000 archived articles from 100+ countries and get a personalised email twice a week covering developments (and yes, our lawyers like to think you’ve read our Disclaimer).
Email Address
Company Name
Confirm Password
Mondaq Topics -- Select your Interests
 Law Performance
 Law Practice
 Media & IT
 Real Estate
 Wealth Mgt
Asia Pacific
European Union
Latin America
Middle East
United States
Worldwide Updates
Registration (you must scroll down to set your data preferences)

Mondaq Ltd requires you to register and provide information that personally identifies you, including your content preferences, for three primary purposes (full details of Mondaq’s use of your personal data can be found in our Privacy and Cookies Notice):

  • To allow you to personalize the Mondaq websites you are visiting to show content ("Content") relevant to your interests.
  • To enable features such as password reminder, news alerts, email a colleague, and linking from Mondaq (and its affiliate sites) to your website.
  • To produce demographic feedback for our content providers ("Contributors") who contribute Content for free for your use.

Mondaq hopes that our registered users will support us in maintaining our free to view business model by consenting to our use of your personal data as described below.

Mondaq has a "free to view" business model. Our services are paid for by Contributors in exchange for Mondaq providing them with access to information about who accesses their content. Once personal data is transferred to our Contributors they become a data controller of this personal data. They use it to measure the response that their articles are receiving, as a form of market research. They may also use it to provide Mondaq users with information about their products and services.

Details of each Contributor to which your personal data will be transferred is clearly stated within the Content that you access. For full details of how this Contributor will use your personal data, you should review the Contributor’s own Privacy Notice.

Please indicate your preference below:

Yes, I am happy to support Mondaq in maintaining its free to view business model by agreeing to allow Mondaq to share my personal data with Contributors whose Content I access
No, I do not want Mondaq to share my personal data with Contributors

Also please let us know whether you are happy to receive communications promoting products and services offered by Mondaq:

Yes, I am happy to received promotional communications from Mondaq
No, please do not send me promotional communications from Mondaq
Terms & Conditions (the Website) is owned and managed by Mondaq Ltd (Mondaq). Mondaq grants you a non-exclusive, revocable licence to access the Website and associated services, such as the Mondaq News Alerts (Services), subject to and in consideration of your compliance with the following terms and conditions of use (Terms). Your use of the Website and/or Services constitutes your agreement to the Terms. Mondaq may terminate your use of the Website and Services if you are in breach of these Terms or if Mondaq decides to terminate the licence granted hereunder for any reason whatsoever.

Use of

To Use you must be: eighteen (18) years old or over; legally capable of entering into binding contracts; and not in any way prohibited by the applicable law to enter into these Terms in the jurisdiction which you are currently located.

You may use the Website as an unregistered user, however, you are required to register as a user if you wish to read the full text of the Content or to receive the Services.

You may not modify, publish, transmit, transfer or sell, reproduce, create derivative works from, distribute, perform, link, display, or in any way exploit any of the Content, in whole or in part, except as expressly permitted in these Terms or with the prior written consent of Mondaq. You may not use electronic or other means to extract details or information from the Content. Nor shall you extract information about users or Contributors in order to offer them any services or products.

In your use of the Website and/or Services you shall: comply with all applicable laws, regulations, directives and legislations which apply to your Use of the Website and/or Services in whatever country you are physically located including without limitation any and all consumer law, export control laws and regulations; provide to us true, correct and accurate information and promptly inform us in the event that any information that you have provided to us changes or becomes inaccurate; notify Mondaq immediately of any circumstances where you have reason to believe that any Intellectual Property Rights or any other rights of any third party may have been infringed; co-operate with reasonable security or other checks or requests for information made by Mondaq from time to time; and at all times be fully liable for the breach of any of these Terms by a third party using your login details to access the Website and/or Services

however, you shall not: do anything likely to impair, interfere with or damage or cause harm or distress to any persons, or the network; do anything that will infringe any Intellectual Property Rights or other rights of Mondaq or any third party; or use the Website, Services and/or Content otherwise than in accordance with these Terms; use any trade marks or service marks of Mondaq or the Contributors, or do anything which may be seen to take unfair advantage of the reputation and goodwill of Mondaq or the Contributors, or the Website, Services and/or Content.

Mondaq reserves the right, in its sole discretion, to take any action that it deems necessary and appropriate in the event it considers that there is a breach or threatened breach of the Terms.

Mondaq’s Rights and Obligations

Unless otherwise expressly set out to the contrary, nothing in these Terms shall serve to transfer from Mondaq to you, any Intellectual Property Rights owned by and/or licensed to Mondaq and all rights, title and interest in and to such Intellectual Property Rights will remain exclusively with Mondaq and/or its licensors.

Mondaq shall use its reasonable endeavours to make the Website and Services available to you at all times, but we cannot guarantee an uninterrupted and fault free service.

Mondaq reserves the right to make changes to the services and/or the Website or part thereof, from time to time, and we may add, remove, modify and/or vary any elements of features and functionalities of the Website or the services.

Mondaq also reserves the right from time to time to monitor your Use of the Website and/or services.


The Content is general information only. It is not intended to constitute legal advice or seek to be the complete and comprehensive statement of the law, nor is it intended to address your specific requirements or provide advice on which reliance should be placed. Mondaq and/or its Contributors and other suppliers make no representations about the suitability of the information contained in the Content for any purpose. All Content provided "as is" without warranty of any kind. Mondaq and/or its Contributors and other suppliers hereby exclude and disclaim all representations, warranties or guarantees with regard to the Content, including all implied warranties and conditions of merchantability, fitness for a particular purpose, title and non-infringement. To the maximum extent permitted by law, Mondaq expressly excludes all representations, warranties, obligations, and liabilities arising out of or in connection with all Content. In no event shall Mondaq and/or its respective suppliers be liable for any special, indirect or consequential damages or any damages whatsoever resulting from loss of use, data or profits, whether in an action of contract, negligence or other tortious action, arising out of or in connection with the use of the Content or performance of Mondaq’s Services.


Mondaq may alter or amend these Terms by amending them on the Website. By continuing to Use the Services and/or the Website after such amendment, you will be deemed to have accepted any amendment to these Terms.

These Terms shall be governed by and construed in accordance with the laws of England and Wales and you irrevocably submit to the exclusive jurisdiction of the courts of England and Wales to settle any dispute which may arise out of or in connection with these Terms. If you live outside the United Kingdom, English law shall apply only to the extent that English law shall not deprive you of any legal protection accorded in accordance with the law of the place where you are habitually resident ("Local Law"). In the event English law deprives you of any legal protection which is accorded to you under Local Law, then these terms shall be governed by Local Law and any dispute or claim arising out of or in connection with these Terms shall be subject to the non-exclusive jurisdiction of the courts where you are habitually resident.

You may print and keep a copy of these Terms, which form the entire agreement between you and Mondaq and supersede any other communications or advertising in respect of the Service and/or the Website.

No delay in exercising or non-exercise by you and/or Mondaq of any of its rights under or in connection with these Terms shall operate as a waiver or release of each of your or Mondaq’s right. Rather, any such waiver or release must be specifically granted in writing signed by the party granting it.

If any part of these Terms is held unenforceable, that part shall be enforced to the maximum extent permissible so as to give effect to the intent of the parties, and the Terms shall continue in full force and effect.

Mondaq shall not incur any liability to you on account of any loss or damage resulting from any delay or failure to perform all or any part of these Terms if such delay or failure is caused, in whole or in part, by events, occurrences, or causes beyond the control of Mondaq. Such events, occurrences or causes will include, without limitation, acts of God, strikes, lockouts, server and network failure, riots, acts of war, earthquakes, fire and explosions.

By clicking Register you state you have read and agree to our Terms and Conditions