The Canadian Securities Administrators (CSA) issued updated guidance on February 22, 2024, for conducting virtual shareholder meetings, building on initial advice from February 2022. This guidance comes in response to amendments in corporate statutes across Canada post-COVID-19, which now formally allow for such meetings and outline specific requirements for reporting issuers.
Key concerns from stakeholders include challenges in exercising shareholder rights and difficulties in accessing and participating in virtual-only meetings. The CSA's updated guidance aims to address these issues by emphasizing the importance of clear, comprehensive disclosure in management information circulars and associated proxy materials. This disclosure should detail the logistics of accessing, participating in, and voting at virtual meetings, ensuring shareholders understand how to engage effectively.
To facilitate shareholder participation, the CSA advises reporting issuers to:
- Simplify registration and authentication procedures.
- Provide opportunities for shareholders to make motions or raise points of order.
- Ensure the ability for shareholders to ask questions and give direct feedback to management.
- Coordinate with proponents of shareholder proposals, allowing them to present and respond to questions.
- Use virtual platforms that support full shareholder participation.
- Ensure the meeting chair is well-versed in the technology used.
The CSA also encourages the consideration of hybrid meetings, combining in-person and virtual participation, to enhance shareholder engagement. Reporting issuers are urged to consult their governing corporate legislation and organizing documents, along with best practices for virtual meetings, to ensure compliance and facilitate meaningful shareholder participation. The staff of the CSA will continue monitoring virtual shareholder meetings practices and may issue further updates as needed.
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