Issues Update
CSCS strives to provide its members with timely information on recent changes and developments which affect them. On a regular basis, as part of a member benefit, we email the membership to inform them of such developments, surveys, information sharing and upcoming events.
- Click here to view Proposed New Governance Rules
CSCS comments to CSA proposed Govenance Regime
Dear Members and Friends of CSCS,
On December 19th, the Canadian Securities Administrators (CSA) submitted a Proposed Repeal and Replacement of National Policy 58-201 Corporate Governance Guidelines, National Instrument 58-101 Disclosure of Corporate Governance Practices, and National Instrument 52-110 Audit Committees and Companion Policy 52-110CP Audit Committees. These proposed changes were posted for a comment period of 120 days, that expired on April 20th.
The proposed new regime’s key features include:
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A principles-based policy that moves away from the current ‘comply and explain model’
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A new set of disclosure requirements which would apply to both venture and non-venture issuers
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A broader scope of principles to encourage issuers to develop their own corporate governance and disclosure practices
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A principles-based approach to the concept and definition of independence
The Canadian Society of Corporate Secretaries (CSCS) ensured that our members were consulted and their views taken into consideration in this comment process.
To that end we held a series of cross-country meetings during the months of March and April in Montreal, Toronto, Edmonton, Calgary and Vancouver, to obtain our members’ views on the impact of the proposed changes. We invited representatives from the AMF, the OSC, the ASC, and the BCSC to provide detailed presentations on the proposed regime. In all close to 200 participants attended these sessions, and their views were included in our comment letter which was submitted to the CSA in response to their request for comments.
Click here to view the CSCS comment letter to the CSA.
OSC NI 54-101 Advisory Committee - Update
The OSC recently established a NI 54-101 Advisory Committee and Notice-and-Access Technical Working Group, which met for the first time in January to discuss developing a model for delivery of meeting materials through posting on a website, with the goal of implementing notice-and-access on a trial basis this coming proxy season.
The working group consists of representatives from CSCS, CCGG, CIRI, Broadridge, STAC, the dealer community and the proxy solicitation firms. The discussion at this first meeting focused on the following areas:
Key mandate of the group to include:
- Reducing delivery costs and improving timeliness of delivery by permitting notice-and-access delivery on the basis of implied consent
- Minimizing risks that beneficial owners will not receive materials and vote in a timely fashion by identifying what, if any, minimum standards should apply to the delivery and voting processes used by issuers, intermediaries and their service providers
- Giving priority to technology (electronic delivery of materials) and voting reporting and verification
The following were raised as key issues (many of these will be the starting point for the work of the committee going forward):
- issuer concerns about control of costs in the system and paying for services they don’t need
- equal treatment of all shareholders and ability of shareholders to get information they want/need (or don’t want/need or think they don’t want/need, i.e., OBO’s not wanting mailings)
- responsibilities that shareholders have as investors and “owners” a company (related to distribution of materials) and previous point
- practices around use of proxies, omnibus proxies, voting information forms
- transparency of who holds shares
- transparency of voting process and results to ensure integrity of outcomes
- concerns re: early search costs for small issuers (related to controlling costs)
The Timeline for the outcome of the committee’s work is targeted for the summer. Further updates will be provided along the way by CSCS.