Members of the Canadian Securities Administrators
("CSA") on January 29, 2015 published CSA Staff Notice 54-303 Progress
Report on Review of the Proxy Voting Infrastructure (the
"Report") regarding their review of Canada's proxy
voting infrastructure. The Report confirms that current proxy
voting infrastructure is seriously flawed and needs to be
modernized and improved.
Shareholder voting is one of the most important methods by which
shareholders can affect governance and communicate preferences
about an issuer's management and stewardship. Issuers rely on
shareholder voting to approve corporate governance matters or
certain corporate transactions. Shareholder voting is therefore
fundamental to, and enhances the quality and integrity of our
public capital markets.
Shareholders typically do not vote in person at meetings, but
instead vote by proxy. The proxy voting
infrastructure is the network of organizations, systems,
legal rules and market practices that support the solicitation,
collection, submission and tabulation of proxy votes for a
shareholder meeting. It is important that the proxy voting
infrastructure is reliable, accurate and transparent and that it
operates as a coherent system. It is also important for market
confidence that issuers and investors perceive the
infrastructure to operate in this way.
The Report identifies five improvements that need to be made to
Modernizing how meeting tabulators receive information about
who is entitled to vote.
Ensuring that the information meeting tabulators receive is
accurate and complete.
Enabling each intermediary who submits proxy votes on behalf of
clients to find out how many shares a meeting tabulator has
calculated it is entitled to vote for the meeting (its Official
Increasing consistency in how meeting tabulators reconcile
proxy votes submitted by intermediaries to Official Vote
Establishing communication between meeting tabulators and
intermediaries about whether proxy votes are accepted, rejected or
The CSA is directing all entities that play key roles in vote
reconciliation to assess their processes and identify and implement
any appropriate steps they can take to improve vote reconciliation
for the 2015 proxy season. The CSA also intends in 2015 to review
one or more proxy contests to determine if there are any vote
reconciliation issues that are specific to proxy contests.
For the 2016 proxy season, the CSA is directing the key entities
involved in vote reconciliation to develop industry protocols that,
at a minimum, address the five required improvements. The CSA will
oversee the development of these protocols and may consider
mandating aspects of them or regulating entities in the proxy
voting infrastructure as necessary.
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.
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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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