The Canadian Security Administrators (CSA) have published an Exemption for Reporting Issuers incorporated under the Canada Business Corporations Act (CBCA). The Exemption provides relief from the proxy requirement for the uncontested election of directors.

The CSA has implemented the relief through local blanket orders that are substantively harmonized across the country. The blanket orders exempt CBCA- incorporated reporting issuers from the director election form of proxy requirement in subsection 9.4(6) of NI 51-102 Continuous Disclosure Obligations (NI 51-102) in respect of the uncontested election of directors.

On August 31, 2022, amendments to the CBCA and associated regulation came into effect that generally require “majority voting” for each candidate nominated for director in uncontested director elections of CBCA-incorporated reporting issuers. Where majority voting applies, the form of proxy required by the CBCA must provide shareholders with the option to specify whether their vote is to be cast “for” or “against” each candidate nominated for director, rather than “voted” or “withheld” from voting as required by subsection 9.4(6) of NI 51-102.

The CSA is considering whether future proposed amendments to subsection 9.4(6) of NI 51-102 are appropriate. Any such amendments would be adopted by the CSA through the normal rule-making procedures on a coordinated basis.

CSA Staff Notice regarding CSA Coordinated Blanket Order 51-930 Exempting Reporting Issuers Incorporated under the Canada Business Corporations Act from the Director Election Form of Proxy Requirement and the local blanket orders are available for download from the websites of CSA members.

For more information, please call Barbara Hendrickson at BAX Securities Law (647) 403-4606.

This publication is not intended to constitute legal advice. No one should act on it or refrain from acting on it without consulting with a lawyer. BAX does not warrant or guarantee the accuracy or currency or completeness of the publication. No part of this publication may be reproduced without the prior written permission of BAX Securities Law.