RE:RE:2013 AGM Voting Rules are DifferentRHDmd,
- Where did I get this information? I was researching voting rules last year to prepare for the AGM in 2012 and I discovered that the Toronto Stock Exchange changed their rules for companies listed on their exchange. You can find many documents on this subject, written by law firms and by the TSX itself. Google "TSX slate voting". You will discover that "for vs withhold" voting is also no longer valid in 2013 for TSX-listed companies, but there is no penalty for not complying. You must use "for vs against" voting in 2013 or explain in your proxy circular why you don't. In practice, companies are ignoring this requirement and using explanations such as "risk of political interference with the board selection" which is a bizarre explanation.
- You have not received anything related to voting? Neither have I. I expect to receive a proxy solicitation circular in October and a voting instruction form, one set from Wells and one set from McRae. McRae's voting instruction form will name McRae as representing you at the AGM to vote your shares according to the boxes you tick on his voting form. McRae's name will be on the form for you to vote for, but Well's name will be missing. Well's form will appoint Wells to represent you at the AGM and Wells' name will be on the form, but McRae's name will be missing. In that case you mail in the form you want to vote for and toss the other in the garbage. The ballots are distributed at the AGM. If you plan on attending the AGM in person, and if your shares are registered in your name, just show up and get your ballot. If you shares are not registered, you have to return the proxy solicitation form to one of the parties and name yourself as your representative, without filling in the ballot form. Then show up and get your ballot.
- I think this works the same for companies operating under US law.
- If you want to register your shares, I suggest your contact Jennifer to ask for guidance. Do that soon. Do not wait until the date of record which is in early September.
Here's a little tutorial for our US investors who hold Canadian shares. You can read all our laws and policy documents online. They are clearly written. However, remember there is sometimes a Federal law covering the issue (Canada Business Corporations Act), as well as a provincial securities act such as the Ontario Securities Act (each province has their own securities act), as well as Policy documents published by the Canadian Securities Administrators (the umbrella organization for all the provincial securities commissions) and finally the Toronto Stock Exchange Companies Manual and Policy Documents. For example, a famous CSA policy document is National Instrument 54-101 "Communication with Beneficial Owners of Securities of a Reporting Issuer" (says what a proxy circular has to contain). A famous TSX Policy document is TSX Policy 3.2 "Filing Requirements and Continuous Disclosure". In addition to all these rules, there is a policy for AGM scrutineers on how to count ballots and decide disagreements on how ballots and proxys are marked up. OSC rules sometimes overlap and lag TSX rules. In the case of slate voting, TSX moved first, while the OSC is still considering implementing the rule. The company has to follow the TSX, otherwise it could be de-listed. Although I suppose Bioniche could hire expensive lawyers and ask a court for an injunction to prevent applying the TSX rules. But that is kind of like fighting city hall.
Do like I do and Google it, mentioning CBCA, OSC, CSA and TSX. It will take you right to the correct paragraph in the governing law, rule or policy.