Trust and Loan Companies Act
Marginal note:Shareholder’s proposal
146 (1) A shareholder entitled to vote at an annual meeting of shareholders of a company may
(a) submit to the company notice of any matter that the shareholder proposes to raise at the meeting; and
(b) discuss at the meeting any matter in respect of which the shareholder would have been entitled to submit a proposal.
Marginal note:Management proxy
(2) A company that solicits proxies shall, in the management proxy circular required by subsection 160.05(1), set out any proposal of a shareholder submitted for consideration at a meeting of shareholders or attach the proposal to the management proxy circular.
Marginal note:Shareholder’s statement
(3) If so requested by a shareholder who submits a proposal to a company, the company shall include in the management proxy circular, or attach thereto, a statement by the shareholder of not more than two hundred words in support of the proposal and the name and address of the shareholder.
Marginal note:Nominations for directors
(4) A proposal may include nominations for the election of directors if the proposal is signed by one or more holders of shares representing in the aggregate not less than 5 per cent of the shares or 5 per cent of the shares of a class of shares of the company entitled to vote at the meeting to which the proposal is to be presented.
Marginal note:Conditions precedent for proposals
(5) A company is not required to comply with subsections (2) and (3) if
(a) the proposal is not submitted to the company at least ninety days before the anniversary date of the previous annual meeting of shareholders;
(b) it clearly appears that the proposal is submitted by the shareholder primarily for the purpose of enforcing a personal claim or redressing a personal grievance against the company or its directors, officers or security holders, or primarily for the purpose of promoting general economic, political, racial, religious, social or similar causes;
(c) the company, at the shareholder’s request, included in a management proxy circular a proposal relating to a meeting of shareholders held within two years preceding the receipt of the request, and the shareholder failed to present the proposal, in person or by proxy, at the meeting;
(d) substantially the same proposal was submitted to shareholders in a management proxy circular or a dissident’s proxy circular relating to a meeting of shareholders held within two years preceding the receipt of the shareholder’s request and the proposal was defeated; or
(e) the rights conferred by subsections (1) to (4) are being abused to secure publicity.
Marginal note:Immunity for proposal and statement
(6) No company or person acting on behalf of a company incurs any liability by reason only of circulating a proposal or statement in compliance with subsections (2) and (3).
- 1991, c. 45, s. 146
- 1997, c. 15, s. 347
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