Decision No. 2023-PDG-0002: General Decision 51-930 Exempting Certain Issuers from the Proxy Form Requirement Related to Director Elections

DECISION NO. 2023-PDG-0002 General Decision 51-930 Exempting Certain Issuers from the Proxy Form Requirement Related to Director Elections

Having regard to paragraph 6 of section 9.4 of National Instrument 51-102 Continuous Disclosure Obligations, RLRQ, c. V-1.1, r. 24, which provides, among other things, that the proxy form must allow holders to specify whether the proxyholder must exercise or abstain from exercising the voting rights attached to the securities with respect to the election of directors (the "proxy form requirement for the election of directors");

Having regard to the entry into force on August 31, 2022, of amendments to subsection 3.4 of section 106 of the Canada Business Corporations Act, R.S.C., 1985, c. C-44 (the "CBCA") and to subsection 2 of section 54.1 of the Canada Business Corporations Regulations, SOR/2001-512 (the "CBC Regulations"), which provide that if there is only one candidate for each director position to be filled at a meeting where directors are to be elected (an "uncontested election"), the proxy form for the election of directors of a corporation incorporated under the CBCA must, in accordance with subsection 149(1) of the CBCA, allow holders to specify whether the proxyholder must vote "for" or "against" each of the candidates for the position of director (the "majority voting amendments");

Having regard to the desirability of clarifying the proxy form requirement for the election of directors for issuers incorporated under the CBCA during an uncontested election;

Having regard to section 263 of the Securities Act, RLRQ, c. V-1.1, which allows the Autorité des marchés financiers (the "Autorité"), under the conditions it determines, to exempt a person or group of persons from all or part of the obligations provided for in Titles Two to Six of this Act or by regulation, when it considers that such exemption does not prejudice the protection of savers;

Having regard to the analysis carried out by the Principal Directorate of Corporate Financing as well as the recommendation of the Superintendent of Securities Markets to grant this decision on the grounds that it does not prejudice the protection of savers;

Therefore:

The Autorité exempts issuers incorporated under the CBCA from complying with the proxy form requirement for the election of directors during an election held in accordance with subsection 3.4 of section 106 of the CBCA, provided that these issuers instead comply with subsection 149(1) of the CBCA and subsection 2 of section 54.1 of the CBC Regulations.

This decision takes effect on January 31, 2023.

Done on January 31, 2023

Louis Morisset President and Chief Executive Officer