Canada Business Corporations Act ( R.S.C. , 1985, c. C-44)

17 Subsections 150(1) to (2) of the Act are replaced by the following:

Soliciting proxies

• 150 (1) A person shall not solicit proxies unless a proxy circular, in the prescribed form, is made available in the prescribed manner to the auditor of the corporation, to each shareholder whose proxy is solicited, to each director and, in the case set out in paragraph (b), to the corporation as follows:
  • (a) in the case of solicitation by or on behalf of the management of a corporation, a management proxy circular, either as an appendix to or as a separate document accompanying the notice of the meeting; or
  • (b) in the case of any other solicitation, a dissident’s proxy circular stating the purposes of the solicitation.

  Exception — solicitation to 15 or fewer shareholders

  Exception — solicitation by public broadcast

  Copy to Director

  2001, c. 14, s. 72

  19 Subsection 153(1) of the Act is replaced by the following:

  Duty of intermediary

  • 153 (1) Shares of a corporation that are registered in the name of an intermediary or their nominee and not beneficially owned by the intermediary must not be voted unless the intermediary, without delay after receipt of the prescribed documents, sends a copy of those documents to the beneficial owner and, except when the intermediary has received written voting instructions from the beneficial owner, a written request for such instructions.

  2001, c. 14, s. 135 (Sch., s. 51)(E)

  22 Subsection 159(1) of the Act is replaced by the following:

  Copies to shareholders

  • 159 (1) A corporation shall send, within a prescribed period, a copy of the prescribed documents relating to financial disclosure to the prescribed shareholders and other prescribed persons.

  Exemption

  Development of an approach on remuneration

  Diversity in corporations

  Information to shareholders

  172.2 (1) The corporation shall provide the information referred to in section 172.1 to each shareholder, except to a shareholder who has informed the corporation in writing that they do not want to receive that information, by sending the information along with the notice referred to in subsection 135(1) or by making the information available along with a proxy circular referred to in subsection 150(1).

  Information to Director

  Disclosure Relating to Diversity, Well-being and Remuneration

  Information respecting well-being

  Recovery of benefits

  Approach on remuneration

  172.4 (1) The directors of a prescribed corporation shall place before the shareholders, at every annual meeting, the approach with respect to remuneration referred to in section 125.1.

  Non-binding vote

  Disclosure of results

  Information to shareholders

  172.5 (1) The corporation shall provide the information referred to in sections 172.1 to 172.4 to each shareholder, except to a shareholder who has informed the corporation in writing that they do not want to receive that information, by sending the information along with the notice referred to in subsection 135(1) or by making the information available along with a proxy circular referred to in subsection 150(1).

  Information to Director

  • (j) defining, for the purposes of section 172.2, the expressions “retirees” and “pensioners”; and
  • (k) prescribing the time and manner in which the results of the vote referred to in subsection 172.4(3) are to be disclosed to the shareholders.
  • (z.0411) subsection 333.1(3) (motor vehicle theft when violence used, threatened or attempted);
  • (z.0412) subsection 333.1(4) (motor vehicle theft for criminal organization);
  • (z.0951) subsection 462.31(2.1) (laundering proceeds of crime for criminal organization);