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70 The following definitions apply in this Part.

Canadian GAAP

Canadian GAAP  means generally accepted accounting principles as set out in the CPA Canada Handbook – Accounting or the CPA Canada Public Sector Accounting Handbook, as amended from time to time. (PCGR canadiens)

Canadian GAAS

Canadian GAAS  means generally accepted auditing standards as set out in the CPA Canada Handbook – Assurance, as amended from time to time. (NVGR canadiennes)

NI 52-107

NI 52-107 means National Instrument 52-107 of the Canadian Securities Administrators, entitled Acceptable Accounting Principles, Auditing Standards and Reporting Currency and published January 16, 2004, as amended from time to time. (Règlement 52-107)

SEC registrant

SEC registrant means a corporation that

• (a) has securities registered under section 12 of the Securities Exchange Act of 1934 of the United States, as amended from time to time, or is required to file reports under section 15(d) of that Act; and

• (b) is not registered or required to be registered as an investment company under the Investment Company Act of 1940 of the United States, as amended from time to time. (société inscrite auprès de la SEC)

US GAAP

US GAAP means the generally accepted accounting principles established by the Financial Accounting Standards Board of the United States, as amended from time to time. (PCGR américains)

US GAAS

US GAAS means the generally accepted auditing standards established by the Public Company Accounting Oversight Board of the United States, as amended from time to time. (NVGR américaines)

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• 72.2 (1) The following definitions apply in this Part.

  designated groups

  designated groups  has the same meaning as in section 3 of the Employment Equity Act. (groupes désignés)

  major subsidiary

  major subsidiary  means, in respect of a distributing corporation, a subsidiary that

  • (a) has assets, as included in the distributing corporation’s most recent annual audited or interim balance sheet or most recent statement of financial position, that are 30 percent or more of the consolidated assets of the distributing corporation reported on that balance sheet or statement of financial position, as the case may be; or

  • (b) has revenue, as included in the distributing corporation’s most recent annual audited or interim income statement or most recent statement of comprehensive income, that is 30 percent or more of the consolidated revenue of the distributing company reported on that statement. (filiale importante)

• [...]

• (4) For the purpose of subsection 172.1(1) of the Act, the following information is prescribed:

  • (a) indication of whether or not the distributing corporation has adopted term limits for the directors on its board or other mechanisms of board renewal and, as the case may be, a description of those term limits or mechanisms or the reasons why it has not adopted them;

  • [...]

  • (d) whether or not the board of directors or its nominating committee considers the level of the representation of designated groups on the board in identifying and nominating candidates for election or re-election to the board and, as the case may be, how that level is considered or the reasons why it is not considered;

  • (e) whether or not the distributing corporation considers the level of representation of designated groups when appointing members of senior management and, as the case may be, how that level is considered or the reasons why it is not considered;

  • [...]

  • (h) for each group referred to in the definition designated groups, the number and proportion, expressed as a percentage, of members of each group who hold positions on the board of directors; and

  • (i) for each group referred to in the definition designated groups, the number and proportion, expressed as a percentage, of members of each group who are members of senior management of the distributing corporation, including all of its major subsidiaries.

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• 80 (1) For the purpose of subsection 46(1) of the Act, before a constrained share corporation concludes that shares of the corporation are owned contrary to a constraint referred to in paragraph (c) of the definition constraint in section 73 or the directors of the corporation determine that shares of the corporation may be owned contrary to the constraint, the corporation shall send by registered mail a written notice in accordance with subsection (5) to the person shown in the securities register of the corporation as the holder of the shares.

• [...]

• (3) For the purpose of subsection 46(1) of the Act, if a constrained share corporation has sent a notice referred to in subsection (1) to a person shown in the securities register of the corporation as the holder of shares and the corporation intends to sell all or some of the shares under subsection 46(1) of the Act, the corporation shall, not less than 90 days but not more than 150 days after sending the notice, send to that person by registered mail a further written notice in accordance with subsection (6) respecting the shares that the corporation intends to sell, if

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• [...]

• (5) The notice referred to in subsection (1) shall contain

  • (a) the name and address of the holder of the shares as shown in the securities register of the corporation;

  • [...]

  • (k) a statement that indicates that, immediately after the sale of the shares under subsection 46(1) of the Act, the corporation will

    • [...]

    • (ii) send a notice of the sale in accordance with paragraph 83(1)(b) to the person shown in the securities register of the corporation as the holder of the shares at the time of sale.

• (6) The notice referred to in subsection (3) shall contain

  • (a) the name and address of the holder of the shares as shown in the securities register of the corporation;

  • [...]

  • (d) a statement that indicates that the corporation has concluded that the shares are owned, or that the directors of the corporation have determined in accordance with subsection (2) that the shares may be owned, contrary to a constraint referred to in paragraph (c) of the definition constraint in section 73 and that indicates the reason why the corporation so concluded or the directors so determined, as the case may be;

  • [...]

  • (f) a statement that indicates that, if before the sale the corporation changes its conclusion that the shares are owned, or the directors of the corporation change their determination made in accordance with subsection (2) that the shares may be owned, contrary to a constraint referred to in paragraph (c) of the definition constraint in section 73, or there is a change in the reason for the conclusion or determination, the corporation will send a notice in accordance with subsection 81(1) to the person shown in the securities register of the corporation as the holder of the shares;

  • (g) a statement that advises that, unless the person shown in the securities register of the corporation as the holder of the shares receives a notice referred to in paragraph (f), the person and all other interested persons should not assume that

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• (7) The notice referred to in subsection (1) shall be accompanied by a request for information as to whether or not the shares are owned contrary to a constraint referred to in paragraph (c) of the definition constraint in section 73.

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