2022-04-07

Draft Amendments to Policy Statement to Regulation 54-101 respecting Communication with Beneficial Owners of Securities of a Reporting Issuer

The regulator issued draft amendments to Policy Statement 54-101 to clarify the procedures for beneficial owners to manage their receipt of materials and disclosure of ownership information. The revised section 4.1 establishes that failing to return an annual request form overrides a beneficial owner's standing instructions regarding financial statements, unless the reporting issuer files a specific news release under Regulation 51-102. Intermediaries are required to alert clients to the costs and consequences of the options available in the client response form.

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AMENDMENTS TO POLICY STATEMENT TO REGULATION 54-101 RESPECTING COMMUNICATION WITH BENEFICIAL OWNERS OF SECURITIES OF A REPORTING ISSUER

  1. Section 4.1 of Policy Statement to Regulation 54-101 respecting Communication with Beneficial Owners of Securities of a Reporting Issuer is replaced with the following: “4.1. Client Response Form By completing a client response form as provided in Part 3 of the Regulation, a beneficial owner gives notice of its choices concerning the receipt of materials and the disclosure of ownership information concerning it. Pursuant to section 3.4 of the Regulation, a beneficial owner may, by notice to the intermediary through which it holds, change any prior instructions given in a client response form. Proximate intermediaries should alert their clients to the costs and other consequences of the options in the client response form. Unless the reporting issuer issues and files a news release in accordance with subsections 4.2.1(2) and 4.4.1(2) of Regulation 51-102 respecting Continuous Disclosure Obligations (chapter V￾1.1, r. 24), paragraph 4.6(1)(a) and subsection 4.6(5) of that regulation requires reporting issuers to send annually a request form to the registered holders and beneficial holders of its securities that the holders may use to request a copy of the reporting issuer’s financial statements and MD&A. Failing to return the request form or otherwise specifically request a copy of the financial statements or MD&A from the reporting issuer will override the beneficial owner’s standing instructions under the Regulation in respect of the financial statements. However, a beneficial owner’s standing instructions under the Regulation in respect of the financial statements will not be overridden if a reporting issuer issues and files a news release in accordance with subsections 4.2.1(2) and 4.4.1(2) of Regulation 51-102 respecting Continuous Disclosure Obligations.”.