Marginal note:Shareholder’s proposal
732 (1) A shareholder entitled to vote at an annual meeting of shareholders of a bank holding company may
(a) submit to the bank holding company notice of any matter that the shareholder proposes to raise at the meeting; and
(b) discuss at the meeting any matter in respect of which the shareholder would have been entitled to submit a proposal.
Marginal note:Circulation of proposal
(2) A bank holding company shall attach any proposal of a shareholder submitted for consideration at a meeting of shareholders to the notice of the meeting.
Marginal note:Shareholder’s statement
(3) If so requested by a shareholder who submits a proposal to a bank holding company, the bank holding company shall attach to the notice of the meeting a statement by the shareholder of not more than two hundred words in support of the proposal and the name and address of the shareholder.
Marginal note:Nominations for directors
(4) A proposal may include nominations for the election of directors if the proposal is signed by one or more holders of shares representing in the aggregate not less than 5 per cent of the shares or 5 per cent of the shares of a class of shares of the bank holding company entitled to vote at the meeting to which the proposal is to be presented.
Marginal note:Conditions precedent for proposals
(5) A bank holding company is not required to comply with subsections (2) and (3) if
(a) the proposal is not submitted to the bank holding company at least ninety days before the anniversary date of the previous annual meeting of shareholders;
(b) it clearly appears that the proposal is submitted by the shareholder primarily for the purpose of enforcing a personal claim or redressing a personal grievance against the bank holding company or its directors, officers or security holders, or primarily for the purpose of promoting general economic, political, racial, religious, social or similar causes;
(c) the bank holding company, at the shareholder’s request, attached a proposal to the notice of a meeting of shareholders held within two years preceding the receipt of the request, and the shareholder failed to present the proposal, in person or by proxy, at the meeting;
(d) substantially the same proposal was submitted to shareholders in a dissident’s proxy circular relating to, or was attached to the notice of, a meeting of shareholders held within two years preceding the receipt of the shareholder’s request and the proposal was defeated; or
(e) the rights conferred by subsections (1) to (4) are being abused to secure publicity.
Marginal note:Immunity for proposal and statement
(6) No bank holding company or person acting on behalf of a bank holding company incurs any liability by reason only of circulating a proposal or statement in compliance with subsections (2) and (3).
- 2001, c. 9, s. 183
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