Citing the importance of proxy voting to the capital markets in
Canada, the Canadian Securities Administrators today
published for comment a consultation paper setting out a proposed
approach for addressing concerns regarding the integrity and
reliability of the proxy voting infrastructure.
In considering the reasoning behind addressing proxy voting, the
CSA identified a number of factors that contribute to the
complexity of proxy voting and vote reconciliation, specifically
the intermediated system of holding securities that supports
clearing and settlement, securities lending, the use of voting
agents by investors and the right of investors to not disclose
Ultimately, the CSA identified two main issues for
examination. First, the CSA questioned whether accurate vote
reconciliation is occurring within the proxy voting infrastructure.
On that point, the CSA noted that the intermediated holding
system resulting in one share having multiple associated
entitlements creates a risk that valid proxy votes submitted to the
tabulator may be discarded because they can't be properly
matched to an appropriate omnibus or registered position. Further,
share lending creates a risk that the same share could be voted
The CSA also noted that investors do not currently have the
ability to confirm that voting instructions they submit
to intermediaries have been received and counted. As such, the
paper considers the type of end-to-end vote confirmation
system that should be added to the proxy voting infrastructure. On
each issue, the consultation paper poses a number of questions
specific of stakeholders, and the CSA intend to initiate
external consultations, including possible roundtable discussions,
to consider possible policy initiatives. Notably, the paper
stresses that the CSA have not come to any conclusions as of
yet as to whether any specific regulatory measures are
Under the Income Tax Act, the Employment Insurance Act, and the Excise Tax Act, a director of a corporation is jointly and severally liable for a corporation's failure to deduct and remit source deductions or GST.
Under the Income Tax Act, the Employment Insurance Act, the Canada Pension Plan Act and the Excise Tax Act, a director of a corporation is jointly and severally liable for a corporation's failure to deduct and remit source deductions.
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