On May 1, 2018, Bill C-25, An Act to amend the Canada Business Corporations Act, the Canada Cooperatives Act, the Canada Not-for-profit Corporations Act and the Competition Act, received Royal Assent - although, not all of the provisions take effect immediately. From a public company perspective, Bill C-25 is primarily an effort to bring the CBCA into alignment with recent developments in Canadian securities laws and stock exchange rules along three major themes.
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The Association of Chartered Certified Accountants released a report Wednesday on the importance of proper corporate governance in fostering a positive relationship between business and society.
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For most companies, annual shareholder meetings are non-events, with little to no shareholder attendance. That's why the concept of virtual annual meetings - which allow shareholders to overcome the logistical and financial burdens of attendance in person was originally viewed as a way to rejuvenate the concept of annual meetings. With virtual technology, large numbers of shareholders were suddenly able to attend meetings on their laptops. Ironically, however, it has been shareholders - the designated beneficiaries of the virtual annual meeting - that have raised objections to virtual-only meetings because they were viewed to insulate management and directors from shareholders, allowing management to avoid uncomfortable questions.
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Public company focus on environmental, social, and governance issues has been trending upward for years, largely at the insistence of investors, employee, regulators, and other company stakeholders. A recent report entitled Turning Point: Corporate Progress on the Ceres Roadmap for Sustainability does a nice job of quantifying, and providing context for, that trend.
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Virtual shareholder meetings continue to rise in popularity, with 236 companies holding virtual meetings in 2017 and at least 300 expected to do so in 2018, according to updated facts and figures recently released by Broadridge Financial Solutions, Inc. (Broadridge).
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We are pleased to share with you our 2018 Canadian Capital Markets Report, a comprehensive guide that examines the developments that shaped Canadian capital markets in 2017 and considers their implications for 2018 and beyond.
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Progress towards amending the Canada Business Corporations Act continues with Bill C-25 receiving Royal Assent on May 1. The amendments are aimed, in part, at greater alignment between the CBCA and Canadian securities laws, TSX rules and certain international best practices. Key reforms affecting public CBCA corporations are diversity disclosure, majority voting requirements and internet posting of meeting materials (notice-and-access).
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The Securities Act requires the Commission to deliver to the Minister and publish in its Bulletin each year a statement of the Chair setting out the proposed priorities of the Commission for its current fiscal year in connection with the administration of the Act, the regulations and rules, together with a summary of the reasons for the adoption of the priorities.
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