Canada Business Corporations Act (R.S.C., 1985, c. C-44)

AMENDMENTS NOT IN FORCE

• — 2018, c. 8, s. 17

  • 1992, c. 1, s. 54

    17 Subsections 150(1) to (2) of the Act are replaced by the following:

    • Soliciting proxies

      • 150 (1) A person shall not solicit proxies unless a proxy circular, in the prescribed form, is made available in the prescribed manner to the auditor of the corporation, to each shareholder whose proxy is solicited, to each director and, in the case set out in paragraph (b), to the corporation as follows:

        • (a) in the case of solicitation by or on behalf of the management of a corporation, a management proxy circular, either as an appendix to or as a separate document accompanying the notice of the meeting; or

        • (b) in the case of any other solicitation, a dissident’s proxy circular stating the purposes of the solicitation.

      • Exception — solicitation to 15 or fewer shareholders

        (1.1) Despite subsection (1), a person may solicit proxies, other than by or on behalf of the management of the corporation, without making available a dissident’s proxy circular, if the total number of shareholders whose proxies are solicited is 15 or fewer, two or more joint holders being counted as one shareholder.

      • Exception — solicitation by public broadcast

        (1.2) Despite subsection (1), a person may solicit proxies, other than by or on behalf of the management of the corporation, without making available a dissident’s proxy circular if the solicitation is, in the prescribed circumstances, conveyed by public broadcast, speech or publication.

      • Copy to Director

        (2) A person required to make a management proxy circular or dissident’s proxy circular available shall send concurrently a copy of it to the Director together with a statement in prescribed form, the form of proxy, any other documents for use in connection with the meeting and, in the case of a management proxy circular, a copy of the notice of meeting.

• — 2018, c. 8, s. 19

  • 2001, c. 14, s. 72

    19 Subsection 153(1) of the Act is replaced by the following:

    • Duty of intermediary

      • 153 (1) Shares of a corporation that are registered in the name of an intermediary or their nominee and not beneficially owned by the intermediary must not be voted unless the intermediary, without delay after receipt of the prescribed documents, sends a copy of those documents to the beneficial owner and, except when the intermediary has received written voting instructions from the beneficial owner, a written request for such instructions.

• — 2018, c. 8, s. 22

  • 2001, c. 14, s. 135 (Sch., s. 51)(E)

    22 Subsection 159(1) of the Act is replaced by the following:

    • Copies to shareholders

      • 159 (1) A corporation shall send, within a prescribed period, a copy of the prescribed documents relating to financial disclosure to the prescribed shareholders and other prescribed persons.

• — 2018, c. 8, s. 37

  • 37 The Act is amended by adding the following after section 258.2:

    • Exemption

      258.3 The Director may, in the prescribed circumstances and on any conditions that the Director considers appropriate, exempt any corporation or any other person from a requirement set out in subsection 135(1), section 149 or subsection 150(1), 153(1) or 159(1) to send any notices or other documents, or classes of notices or other documents.

• — 2019, c. 29, s. 142

  • 142 The Act is amended by adding the following after section 125:

    • Development of an approach on remuneration

      125.1 A prescribed corporation shall develop an approach with respect to the remuneration of the directors and employees of the corporation who are “members of senior management” as defined by regulation.

• — 2019, c. 29, s. 143, as amended by 2019, c. 29, s. 151(3)

  • • 143 (1) Section 172.1 of the Act is replaced by the following:

      • Diversity in corporations

        172.1 The directors of a prescribed corporation shall place before the shareholders, at every annual meeting, the prescribed information respecting diversity among the directors and “members of senior management” as defined by regulation.

      • Information to shareholders

        • 172.2 (1) The corporation shall provide the information referred to in section 172.1 to each shareholder, except to a shareholder who has informed the corporation in writing that they do not want to receive that information, by sending the information along with the notice referred to in subsection 135(1) or by making the information available along with a proxy circular referred to in subsection 150(1).

        • Information to Director

          (2) The corporation shall concurrently send the information referred to in section 172.1 to the Director.

    • (2) The heading before section 172.1 of the Act is replaced by the following:

      Disclosure Relating to Diversity, Well-being and Remuneration

    • (3) Section 172.2 of the Act is replaced by the following:

      • Information respecting well-being

        172.2 The directors of a prescribed corporation shall place before the shareholders, at every annual meeting, the prescribed information respecting the well-being of employees, retirees and pensioners.

      • Recovery of benefits

        172.3 The directors of a prescribed corporation shall place before the shareholders, at every annual meeting, the prescribed information respecting the recovery of incentive benefits or other benefits, which is included in the remuneration referred to in section 125, paid to directors and employees of the corporation who are “members of senior management” as defined by regulation.

      • Approach on remuneration

        • 172.4 (1) The directors of a prescribed corporation shall place before the shareholders, at every annual meeting, the approach with respect to remuneration referred to in section 125.1.

        • Non-binding vote

          (2) The shareholders are to vote on the approach placed before them by the directors under subsection (1). The results are not binding on the corporation.

        • Disclosure of results

          (3) The corporation shall disclose the results of the vote to the shareholders.

      • Information to shareholders

        • 172.5 (1) The corporation shall provide the information referred to in sections 172.1 to 172.4 to each shareholder, except to a shareholder who has informed the corporation in writing that they do not want to receive that information, by sending the information along with the notice referred to in subsection 135(1) or by making the information available along with a proxy circular referred to in subsection 150(1).

        • Information to Director

          (2) The corporation shall concurrently send the information referred to in sections 172.1 to 172.4 to the Director.

• — 2019, c. 29, s. 144

  • 144 Subsection 261(1) of the Act is amended by striking out “and” at the end of paragraph (h) and by adding the following after paragraph (i):

    • (j) defining, for the purposes of section 172.2, the expressions “retirees” and “pensioners”; and

    • (k) prescribing the time and manner in which the results of the vote referred to in subsection 172.4(3) are to be disclosed to the shareholders.