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OSC NI 54-101 Advisory Committee - Update

26 May 2011 3:08 PM | Anonymous member (Administrator)

The OSC recently established a NI 54-101 Advisory Committee and Notice-and-Access Technical Working Group, which met for the first time in January to discuss developing a model for delivery of meeting materials through posting on a website, with the goal of implementing notice-and-access on a trial basis this coming proxy season.  

The working group consists of representatives from CSCS, CCGG, CIRI, Broadridge, STAC, the dealer community and the proxy solicitation firms. The discussion at this first meeting focused on the following areas:

Key mandate of the group to include:

  • Reducing delivery costs and improving timeliness of delivery by permitting notice-and-access delivery on the basis of implied consent
  • Minimizing risks that beneficial owners will not receive materials and vote in a timely fashion by identifying what, if any, minimum standards should apply to the delivery and voting processes used by issuers, intermediaries and their service providers
  • Giving priority to technology (electronic delivery of materials) and voting reporting and verification

The following were raised as key issues (many of these will be the starting point for the work of the committee going forward):

  • issuer concerns about control of costs in the system and paying for services they don’t need
  • equal treatment of all shareholders and ability of shareholders to get information they want/need (or don’t want/need or think they don’t want/need, i.e., OBO’s not wanting mailings)
  • responsibilities that shareholders have as investors and “owners” a company (related to distribution of materials) and previous point
  • practices around use of proxies, omnibus proxies, voting information forms
  • transparency of who holds shares
  • transparency of voting process and results to ensure integrity of outcomes
  • concerns re: early search costs for small issuers (related to controlling costs)

The Timeline for the outcome of the committee’s work is targeted for the summer. Further updates will be provided along the way by CSCS.

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