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Bank Act (S.C. 1991, c. 46)

Full Document:  

Act current to 2020-01-27 and last amended on 2019-06-21. Previous Versions

PART VICorporate Governance (continued)

Proxies (continued)

Marginal note:Deposit of proxies

 The directors may specify, in a notice calling a meeting of shareholders or a continuation of a meeting of shareholders after an adjournment, a time before which executed forms of proxy to be used at the meeting or the continued meeting must be deposited with the bank or its transfer agent. The time specified may not be more than forty-eight hours, excluding Saturdays and holidays, before the meeting or the continued meeting.

  • 1997, c. 15, s. 10

Marginal note:Mandatory solicitation

  •  (1) Subject to subsections (2) and 140(2), the management of a bank shall, concurrently with sending notice of a meeting of shareholders, send a form of proxy that is in accordance with the regulations to each shareholder entitled to receive notice of the meeting.

  • Marginal note:Exception

    (2) The management of a bank is not required to send a form of proxy under subsection (1) if the bank

    • (a) is not a distributing bank; and

    • (b) has 50 or fewer shareholders who are entitled to vote at a meeting, two or more joint holders of a share being counted as one shareholder.

  • 1997, c. 15, s. 10
  • 2005, c. 54, s. 28
  • 2019, c. 29, s. 88

Marginal note:Soliciting proxies

  •  (1) A person shall not solicit proxies unless a proxy circular that is in accordance with the regulations is sent to the auditor or auditors of the bank, to each shareholder whose proxy is solicited and, in the case set out in paragraph (b), to the bank as follows:

    • (a) in the case of solicitation by or on behalf of the management of a bank, a management proxy circular, either as an appendix to or as a separate document accompanying the notice of meeting; and

    • (b) in the case of any other solicitation, a dissident’s proxy circular stating the purposes of the solicitation.

  • Marginal note:Exception — limited solicitation

    (1.1) Despite subsection (1), a person may solicit proxies, other than by or on behalf of the management of a bank, without sending a dissident’s proxy circular, if the total number of shareholders whose proxies are solicited is 15 or fewer, with two or more joint holders being counted as one shareholder.

  • Marginal note:Exception — solicitation by public broadcast

    (1.2) Despite subsection (1), a person may solicit proxies, other than by or on behalf of the management of a bank, without sending a dissident’s proxy circular if the solicitation is, in the prescribed circumstances, conveyed by public broadcast, speech or publication.

  • Marginal note:Copy to Superintendent

    (2) A person who sends a management proxy circular or dissident’s proxy circular shall concurrently send to the Superintendent a copy of it together with the form of proxy, any other documents for use in connection with the meeting and, in the case of a management proxy circular, a copy of the notice of meeting.

  • Marginal note:Exemption by Superintendent

    (3) On the application of an interested person, the Superintendent may, on any terms that the Superintendent thinks fit, exempt the person from any of the requirements of subsection (1) and section 156.04, and the exemption may be given retroactive effect.

  • Marginal note:Publication of exemptions

    (4) The Superintendent shall publish in a publication generally available to the public, a notice of a decision made by the Superintendent granting an exemption under subsection (3).

  • 1997, c. 15, s. 10
  • 2019, c. 29, s. 89

Marginal note:Attendance at meeting

  •  (1) A person who solicits a proxy and is appointed proxyholder shall attend in person or cause an alternate proxyholder to attend the meeting in respect of which the proxy is valid, and the proxyholder or alternate proxyholder shall comply with the directions of the shareholder who executed the form of proxy.

  • Marginal note:Rights of proxyholder

    (2) A proxyholder or an alternate proxyholder has the same rights as the appointing shareholder to speak at a meeting of shareholders in respect of any matter, to vote by way of ballot at the meeting and, except where a proxyholder or an alternate proxyholder has conflicting instructions from more than one shareholder, to vote at the meeting in respect of any matter by way of a show of hands.

  • Marginal note:Vote by show of hands

    (3) Despite subsections (1) and (2) and unless a shareholder or proxyholder demands a ballot, if the chairperson of a meeting of shareholders declares to the meeting that, if a ballot were conducted, the total number of votes attached to shares represented at the meeting by proxy required to be voted against what, to the knowledge of the chairperson, would be the decision of the meeting on a matter or group of matters is less than 5% of all the votes that might be cast by shareholders in person or by proxy,

    • (a) the chairperson may conduct the vote in respect of that matter or group of matters by way of a show of hands; and

    • (b) a proxyholder or alternate proxyholder may vote in respect of that matter or group of matters by way of a show of hands.

  • 1997, c. 15, s. 10
  • 2005, c. 54, s. 30

Marginal note:Duty of intermediary

  •  (1) Shares of a bank that are registered in the name of an intermediary or an intermediary’s nominee and not beneficially owned by the intermediary may not be voted unless the intermediary sends to the beneficial owner

    • (a) a copy of the notice of the meeting, annual statement, management proxy circular and dissident’s proxy circular and any other documents, other than the form of proxy, that were sent to shareholders by or on behalf of any person for use in connection with the meeting; and

    • (b) a written request for voting instructions except if the intermediary has already received written voting instructions from the beneficial owner.

  • Marginal note:When documents to be sent

    (2) The intermediary shall send the documents referred to in subsection (1) without delay after they receive the documents referred to in paragraph (1)(a).

  • Marginal note:Restriction on voting

    (3) An intermediary or a proxyholder appointed by them may not vote shares that the intermediary does not beneficially own and that are registered in the name of the intermediary or their nominee unless the intermediary or proxyholder, as the case may be, receives written voting instructions from the beneficial owner.

  • Marginal note:Copies

    (4) A person by or on behalf of whom a solicitation is made shall on request and without delay provide the intermediary, at the person’s expense, with the necessary number of copies of the documents referred to in paragraph (1)(a).

  • Marginal note:Instructions to intermediary

    (5) The intermediary shall vote or appoint a proxyholder to vote in accordance with any written voting instructions received from the beneficial owner.

  • Marginal note:Beneficial owner as proxyholder

    (6) If a beneficial owner so requests and provides an intermediary with the appropriate documentation, the intermediary shall appoint the beneficial owner or a nominee of the beneficial owner as proxyholder.

  • Marginal note:Effect of intermediary’s failure to comply

    (7) The failure of an intermediary to comply with any of subsections (1) to (6) does not render void any meeting of shareholders or any action taken at the meeting.

  • Marginal note:Intermediary may not vote

    (8) Nothing in this Part gives an intermediary the right to vote shares that they are otherwise prohibited from voting.

  • 1997, c. 15, s. 10
  • 2005, c. 54, s. 31

Marginal note:Regulations

 The Governor in Council may make regulations

  • (a) respecting the powers that may be granted by a shareholder in a form of proxy;

  • (b) respecting proxy circulars and forms of proxy, including the form and content of those documents; and

  • (c) respecting the conditions under which a bank is exempt from any of the requirements of sections 156.02 to 156.07.

  • 2005, c. 54, s. 31
  • 2019, c. 29, s. 90

Marginal note:Restraining order

  •  (1) If a form of proxy, management proxy circular or dissident’s proxy circular contains an untrue statement of a material fact or omits to state a material fact that is required to be contained in it or that is necessary to make a statement contained in it not misleading in light of the circumstances in which the statement is made, an interested person or the Superintendent may apply to a court and the court may make any order it thinks fit, including

    • (a) an order restraining the solicitation or the holding of the meeting, or restraining any person from implementing or acting on a resolution passed at the meeting, to which the form of proxy, management proxy circular or dissident’s proxy circular relates;

    • (b) an order requiring correction of any form of proxy or proxy circular and a further solicitation; and

    • (c) an order adjourning the meeting.

  • Marginal note:Notice of application

    (2) Where a person other than the Superintendent is an applicant under subsection (1), the applicant shall give notice of the application to the Superintendent and the Superintendent is entitled to appear and to be heard in person or by counsel.

  • 1997, c. 15, s. 10
 
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