Canada Business Corporations Regulations, 2001 (SOR/2001-512)

• 69 (1) For the purpose of subsection 150(1.2) of the Act, the prescribed circumstances are those in which the solicitation conveyed by public broadcast, speech or publication sets out the information provided for in Items 3.2, 3.4, 5(b) and 11 of Part 2 of Form 51-102F5 (Information Circular) of NI 51-102.

• (2) A person making a solicitation referred to in subsection (1) shall send the required information and a copy of any related written communication to the Director and to the corporation before soliciting proxies.

PART 8Financial Disclosure

Interpretation

70 The following definitions apply in this Part.

Canadian GAAP

Canadian GAAP means generally accepted accounting principles as set out in the CPA Canada Handbook – Accounting or the CPA Canada Public Sector Accounting Handbook, as amended from time to time. (PCGR canadiens)

Canadian GAAS

Canadian GAAS means generally accepted auditing standards as set out in the CPA Canada Handbook – Assurance, as amended from time to time. (NVGR canadiennes)

NI 52-107

NI 52-107 means National Instrument 52-107 of the Canadian Securities Administrators, entitled Acceptable Accounting Principles, Auditing Standards and Reporting Currency and published January 16, 2004, as amended from time to time. (Règlement 52-107)

Part V

Part V[Repealed, SOR/2016-98, s. 1]

SEC

SEC means the United States Securities and Exchange Commission. (SEC)

SEC registrant

SEC registrant means a corporation that

• (a) has securities registered under section 12 of the Securities Exchange Act of 1934 of the United States, as amended from time to time, or is required to file reports under section 15(d) of that Act; and

• (b) is not registered or required to be registered as an investment company under the Investment Company Act of 1940 of the United States, as amended from time to time. (société inscrite auprès de la SEC)

US GAAP

US GAAP means the generally accepted accounting principles established by the Financial Accounting Standards Board of the United States, as amended from time to time. (PCGR américains)

US GAAS

US GAAS means the generally accepted auditing standards established by the Public Company Accounting Oversight Board of the United States, as amended from time to time. (NVGR américaines)

Financial Statements

• 71 (1) Subject to subsection (2), the annual financial statements referred to in paragraph 155(1)(a) of the Act shall be prepared in accordance with Canadian GAAP.

• (2) For an SEC registrant, the financial statements may be prepared in accordance with US GAAP.

• (3) to (6) [Repealed, SOR/2016-98, s. 2]

• (7) The financial statements shall contain a note stating whether the statements have been prepared in accordance with Canadian GAAP or US GAAP.

• (8) [Repealed, SOR/2016-98, s. 2]

Auditor’s Report

• 71.1 (1) Subject to subsection (2), the auditor’s report referred to in section 169 of the Act shall be prepared in accordance with Canadian GAAS.

• (2) For an SEC registrant that has prepared its financial statements in accordance with US GAAP and whose auditors are in compliance with the professional practice standards of the Public Company Accounting Oversight Board of the United States, the auditor’s report may be prepared in accordance with US GAAS.

• (3) [Repealed, SOR/2016-98, s. 3]

• (4) If the auditor’s report referred to in subsection (2) is prepared in accordance with US GAAS and is for a financial year that begins on or after January 1, 2011, it shall comply with section 3.8 of NI 52-107, but for the purpose of applying that section,

  • (a) the expression U.S. PCAOB GAAS has the meaning assigned to the expression US GAAS by section 70 of these Regulations; and

  • (b) the expression SEC issuer has the meaning assigned to the expression SEC registrant by section 70 of these Regulations.

Contents of Financial Statements

• 72 (1) The financial statements referred to in section 155 of the Act shall include at least

  • (a) a statement of financial position or a balance sheet;

  • (b) a statement of comprehensive income or an income statement;

  • (c) a statement of changes in equity or a statement of retained earnings; and

  • (d) a statement of cash flows or a statement of changes in financial position.

• (2) Financial statements need not be designated by the names set out in paragraphs (1)(a) to (d).

PART 8.1Fundamental Changes

• 72.1 (1) Despite subparagraph 184(1)(b)(ii) of the Act, the resolutions approving the amalgamation of a holding corporation with one or more of its subsidiary corporations may provide that the corporate name set out in the articles of amalgamation is not the same as that set out in the articles of the amalgamating holding corporation.

• (2) Despite subparagraph 184(2)(b)(ii) of the Act, the resolutions approving the amalgamation of two or more wholly owned subsidiary corporations of the same holding body corporate may provide that the corporate name set out in the articles of amalgamation is not the same as that set out in the articles of the amalgamating subsidiary corporation whose shares are not cancelled.

PART 8.2Disclosure Relating to Diversity

• 72.2 (1) The following definitions apply in this Part.

  designated groups

  designated groups has the same meaning as in section 3 of the Employment Equity Act. (groupes désignés)

  major subsidiary

  major subsidiary means, in respect of a distributing corporation, a subsidiary that

  • (a) has assets, as included in the distributing corporation’s most recent annual audited or interim balance sheet or most recent statement of financial position, that are 30 percent or more of the consolidated assets of the distributing corporation reported on that balance sheet or statement of financial position, as the case may be; or

  • (b) has revenue, as included in the distributing corporation’s most recent annual audited or interim income statement or most recent statement of comprehensive income, that is 30 percent or more of the consolidated revenue of the distributing company reported on that statement. (filiale importante)

• (2) For the purposes of subsection 172.1(1) of the Act, a distributing corporation is a prescribed corporation.

• (3) For the purpose of subsection 172.1(1) of the Act, members of senior management means, in respect of a distributing corporation, the following individuals:

  • (a) the chair and vice-chair of the board of directors;

  • (b) the president of the corporation;

  • (c) the chief executive officer and chief financial officer;

  • (d) the vice-president in charge of a principal business unit, division or function, including sales, finance or production; and

  • (e) an individual who performs a policy-making function in respect of the corporation.

• (4) For the purpose of subsection 172.1(1) of the Act, the following information is prescribed:

  • (a) indication of whether or not the distributing corporation has adopted term limits for the directors on its board or other mechanisms of board renewal and, as the case may be, a description of those term limits or mechanisms or the reasons why it has not adopted them;

  • (b) indication of whether or not the distributing corporation has adopted a written policy relating to the identification and nomination of members of designated groups for directors and, if it has not adopted a written policy, the reasons why it has not adopted the policy;

  • (c) if the distributing corporation has adopted the written policy referred to in paragraph (b),

    • (i) a short summary of the policy’s objectives and key provisions,

    • (ii) a description of the measures taken to ensure that the policy is effectively implemented,

    • (iii) a description of the annual and cumulative progress by the distributing corporation in achieving the objectives of the policy, and

    • (iv) whether or not the board of directors or its nominating committee measures the effectiveness of the policy and, if so, a description of how it is measured;

  • (d) whether or not the board of directors or its nominating committee considers the level of the representation of designated groups on the board in identifying and nominating candidates for election or re-election to the board and, as the case may be, how that level is considered or the reasons why it is not considered;

  • (e) whether or not the distributing corporation considers the level of representation of designated groups when appointing members of senior management and, as the case may be, how that level is considered or the reasons why it is not considered;

  • (f) whether or not the distributing corporation has, for each group referred to in the definition designated groups, adopted a target number or percentage, or a range of target numbers or percentages, for members of the group to hold positions on the board of directors by a specific date and

    • (i) for each group for which a target has been adopted, the target and the annual and cumulative progress of the corporation in achieving that target, and

    • (ii) for each group for which a target has not been adopted, the reasons why the corporation has not adopted that target;

  • (g) whether or not the distributing corporation has, for each group referred to in the definition designated groups, adopted a target number or percentage, or a range of target numbers or percentages, for members of the group to be members of senior management by a specific date and,

    • (i) for each group for which a target has been adopted, the target and the annual and cumulative progress of the corporation in achieving that target, and

    • (ii) for each group for which a target has not been adopted, the reasons why the corporation has not adopted that target;

  • (h) for each group referred to in the definition designated groups, the number and proportion, expressed as a percentage, of members of each group who hold positions on the board of directors; and

  • (i) for each group referred to in the definition designated groups, the number and proportion, expressed as a percentage, of members of each group who are members of senior management of the distributing corporation, including all of its major subsidiaries.

PART 9Constrained Share Corporations

Interpretation

73 The following definitions apply in this Part.

Canadian

Canadian means

• (a) a resident Canadian;

• (b) a partnership of which a majority of the members are resident Canadians and in which interests representing more than 50% of the total value of the partnership property are owned by resident Canadians;

• (c) a trust established by a resident Canadian

  • (i) a majority of the trustees of which are resident Canadians, or

  • (ii) in which beneficial interests representing more than 50% of the total value of the trust property are owned by resident Canadians;

• (d) Her Majesty in right of Canada or of a province or territory of Canada or a municipal corporation or public board or commission in Canada; or

• (e) a body corporate

  • (i) incorporated under the laws of Canada or a province,

  • (ii) of which a majority of the directors are resident Canadians, and

  • (iii) over which persons described in any of paragraphs (a) to (d) or in this paragraph exercise control or direction or of which the persons beneficially own shares or securities currently convertible into shares carrying more than 50% of the voting rights under all circumstances or by reason of the occurrence of an event that has occurred and that is continuing, including currently exercisable options or rights to acquire the shares or convertible securities. (Canadien)

constrained class

constrained class means the class of persons specified in the articles of a constrained share corporation as being ineligible to hold, as a class, more than the maximum aggregate holdings. (catégorie restreinte)

constrained share corporation

constrained share corporation means a corporation that has provisions in its articles imposing a constraint. (société par actions à participation restreinte)

constraint

constraint means a restriction on

• (a) the issue or transfer of shares of any class or series to persons who are not resident Canadians;

• (b) the issue or transfer of shares of any class or series to enable a corporation or any of its affiliates or associates to qualify under a law referred to in paragraph 87(1)(a)

  • (i) to obtain a licence to carry on any business,

  • (ii) to become a publisher of a Canadian newspaper or periodical, or

  • (iii) to acquire shares of a financial intermediary as defined in paragraph 87(1)(b); or

• (c) the issue, transfer or ownership of shares of any class or series in order to assist a corporation or any of its affiliates or associates to qualify under a law referred to in subsection 87(2) to receive licences, permits, grants, payments or other benefits by reason of attaining or maintaining a specified level of Canadian ownership or control. (restriction)

control

control means control in any manner that results in control in fact, whether directly through the ownership of shares or indirectly through a trust, a contract, the ownership of shares of any other body corporate or otherwise. (contrôle)

maximum aggregate holdings

maximum aggregate holdings means the total number of voting shares of a constrained share corporation that may be held by or on behalf of persons in the constrained class and their associates in accordance with the articles of the corporation. (avoir maximum total)

maximum individual holdings

maximum individual holdings means the total number of voting shares of a constrained share corporation that may be held by or on behalf of any one person in the constrained class and their associates in accordance with the articles of the corporation. (avoir maximum individuel)

voting share

voting share means a share that is subject to a constraint referred to in paragraph (a) or (b) of the definition constraint and that carries voting rights under all circumstances or by reason of the occurrence of an event that has occurred and that is continuing, and includes a security currently convertible into such a share and a currently exercisable option or right to acquire such a share or convertible security. (action avec droit de vote)