Just in time for the 2017 proxy season the Canadian Securities Administrators (CSA) have published protocols and guidance directed at improving the proxy voting system to allow better meeting vote reconciliation. The guidance and protocols address the issue that all votes of beneficial holders be properly tabulated to ensure that true beneficial holders can exercise their right to direct the voting of beneficially owned securities. This has been a continuing concern given the indirect, opaque and layered ownership system in Canada. These proposals follow a public consultation on draft proposals undertaken by the CSA in 2016.

The new protocols are contained in the CSA Staff Notice 54-305 Meeting Vote Reconciliation Proposals. The protocols provide CSA staff guidance on the respective roles and responsibilities of market participants, including the Canadian Depository for Securities, the Depository Trust Company, brokers and other intermediaries, Broadridge Investor Communication Solutions Inc., the primary proxy voting agent for intermediaries, and transfer agents of issuers acting as vote tabulators at shareholder meetings.

The protocols are operationally based and though voluntary are intended to move issuers and participants towards a paperless proxy voting system where beneficial shareholders' votes are properly tabulated. The processes addressed include:

  • generating and sending vote entitlement information;
  • establishing vote entitlement accounts;
  • delivering proxy vote information and tabulating and recording proxy votes; and
  • advising beneficial owners of rejected or pro-rated votes.

Participants are encouraged to establish, maintain and apply policies regarding proxy voting that encourage transparency and delivery of complete and accurate vote entitlement information. Specific guidance on the steps intermediaries and Broadridge should take in the event they are advised of an over-vote situation by a transfer agent are included. Guidance on particular scenarios is set out. The CSA intends to monitor the proposals over the next two proxy seasons and then consider whether there is a need for additional regulation.

A copy of the guidance and protocols can be accessed here.

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