SOR/2006-314200611

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20196

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BANK ACTMeetings and Proposals (Banks and Bank Holding Companies) RegulationsP.C.2006-1439200611

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Her Excellency the Governor General in Council, on the recommendation of the Minister of Finance, pursuant to section 137a, subsection 138(1)b, section 143c, subsections 144(1)d and 151(5)e, section 726f, subsection 727(1)g, section 732h and subsections 733(1)i, 740(5)j and 978(1)k of the Bank Actl, hereby makes the annexed Meetings and Proposals (Banks and Bank Holding Companies) Regulations.aS.C. 2005, c. 54, s. 17bS.C. 2005, c. 54, s. 18cS.C. 2005, c. 54, s. 20dS.C. 2005, c. 54, s. 21(1)eS.C. 2005, c. 54, s. 23fS.C. 2005, c. 54, s. 92gS.C. 2005, c. 54, s. 93hS.C. 2005, c. 54, s. 95iS.C. 2005, c. 54, s. 96(1)jS.C. 2005, c. 54, s. 98kS.C. 2005, c. 54, s. 135lS.C. 1991, c. 46Interpretation

1In these Regulations, Act means the Bank Act.

Record Date

2(1)For the purposes of subsections 137(5) and 726(5) of the Act, except paragraphs 137(5)(c) and (d) and 726(5)(c) and (d), the prescribed period for the record date is not more than 60 days before the day on which the particular action is to be taken.(2)For the purposes of paragraphs 137(5)(c) and (d) and 726(5)(c) and (d) of the Act, the prescribed period for the record date is not less than 21 days and not more than 60 days before the day of the meeting.(3)For the purposes of subsections 137(7) and 726(7) of the Act, the prescribed period for the notice of the record date to be given is not less than seven days before the date fixed.

Notice of Meeting

3For the purposes of subsections 138(1) and 727(1) of the Act, the prescribed period for the notice to be sent is not less than 21 days and not more than 60 days before the day of the meeting.

3.1For the purpose of subsection 141.1(2) of the Act, the prescribed number of days is 90 days.SOR/2012-269, s. 18

Shareholder and Member ProposalsSOR/2012-269, s. 19

4(1)For the purposes of subsections 143(1.1) and 732(1.1) of the Act, the prescribed number of the bank’s or the bank holding company’s outstanding shares is the number of voting shares(a)that is equal to 1% of the total number of the bank’s or the bank holding company’s outstanding voting shares as of the day on which the proposal is submitted; or(b)whose fair market value, as determined at the close of business on the day before the day on which the proposal is submitted, is at least $2,000.(2)For the purposes of subsections 143(1.1) and 732(1.1) of the Act, the prescribed period for the person to have been the registered holder or beneficial owner is the six-month period immediately before the day on which the proposal is submitted.(3)For the purpose of subsection 144.1(2) of the Act, the prescribed period is six months.SOR/2012-269, s. 20

5For the purposes of subsections 143(1.4), 144.1(5) and 732(1.4) of the Act,(a)the bank or the bank holding company may request, within 14 days after it receives the person’s proposal, that the person provide the proof that they meet the requirements; and(b)the person shall provide the proof that they meet the requirements within 21 days after receiving the bank’s or the bank holding company’s request.SOR/2012-269, s. 21

6For the purposes of subsections 143(3), 144.1(6) and 732(3) of the Act, the proposal and the statement in support of it together are not to exceed 500 words.SOR/2012-269, s. 22

7For the purposes of paragraphs 143(5)(a), 144.1(8)(a) and 732(5)(a) of the Act, the prescribed number of days is 90 days.SOR/2012-269, s. 22

8For the purposes of paragraphs 143(5)(c), 144.1(8)(c) and 732(5)(c) of the Act, the prescribed period is two years.SOR/2012-269, s. 22

9(1)For the purposes of paragraphs 143(5)(d), 144.1(8)(d) and 732(5)(d) of the Act, the prescribed minimum amount of support for a proposal is(a)if the proposal was introduced at one annual meeting, 3% of the total number of shares voted or 3% of the total number of members that voted if the bank is a federal credit union;(b)if the proposal was introduced at two annual meetings, 6% of the total number of shares voted at its last presentation or 6% of the total number of members that voted at its last presentation if the bank is a federal credit union; and(c)if the proposal was introduced at three or more annual meetings, 10% of the total number of shares voted at its last presentation or 10% of the total number of members that voted at its last presentation if the bank is a federal credit union.(2)For the purposes of paragraphs 143(5)(d), 144.1(8)(d) and 732(5)(d) of the Act, the prescribed period is five years.SOR/2012-269, s. 22

10For the purposes of subsections 143(5.1), 144.1(9) and 732(5.1) of the Act, the prescribed period is two years.SOR/2012-269, s. 22

11For the purposes of subsections 144(1), 144.2(1) and 733(1) of the Act, the prescribed period for the person to be notified is 21 days.SOR/2012-269, s. 22

Electronic Voting

12For the purposes of paragraph 151(6)(a) and subsection 740(5) of the Act, when a vote is held at a meeting, the voting may be carried out by means of a telephonic, electronic or other communication facility if the facility(a)enables the votes to be gathered in a manner that permits their subsequent verification; and(b)permits the tallied votes to be presented to the bank or the bank holding company without it being possible for the bank or the bank holding company to identify how each shareholder, member, group of shareholders or group of members voted.SOR/2012-269, s. 22

Coming into Force

13These Regulations come into force on the day on which they are registered.