Vol. 140, No. 36 — September 9, 2006

Meetings and Proposals (Trust and Loan Companies) Regulations

Statutory authority

Trust and Loan Companies Act

Sponsoring department

Department of Finance

REGULATORY IMPACT ANALYSIS STATEMENT

For the Regulatory Impact Analysis Statement, see the Civil Remedies (Banks and Bank Holding Companies) Regulations.

PROPOSED REGULATORY TEXT

Notice is hereby given that the Governor in Council, pursuant to subsections 140(5) (see footnote 1), and (7) (see footnote 2), and 141(1) (see footnote 3), section 146 (see footnote 4), and subsections 147(1) (see footnote 5), 154(5) (see footnote 6), and 531(1) (see footnote 7) of the Trust and Loan Companies Act (see footnote 8), proposes to make the annexed Meetings and Proposals (Trust and Loan Companies) Regulations.

Interested persons may make representations with respect to the proposed Regulations within 30 days after the date of publication of this notice. All such representations must cite the Canada Gazette, Part I, and the date of this notice and be addressed to Mr. Gerry Salembier, Financial Sector Policy Branch, Department of Finance, L'Esplanade Laurier, 15th floor, East Tower, 140 O'Connor Street, Ottawa, Ontario K1A 0G5.

Ottawa, August 25, 2006

MARY O'NEILL
Assistant Clerk of the Privy Council

MEETINGS AND PROPOSALS (TRUST AND LOAN COMPANIES) REGULATIONS

INTERPRETATION

1. In these Regulations, "Act" means the Trust and Loan Companies Act.

RECORD DATE

2. (1) For the purposes of subsection 140(5) of the Act, except paragraphs 140(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 140(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 purpose of subsection 140(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

3. For the purpose of subsection 141(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.

SHAREHOLDER PROPOSALS

4. (1) For the purpose of subsection 146(1.1) of the Act, the prescribed number of the company's outstanding shares is the number of voting shares

(a) that is equal to 1% of the total number of the 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 subsection 146(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.

5. For the purpose of subsection 146(1.4) of the Act,

(a) the 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 company's request.

6. For the purposes of subsection 146(3) of the Act, the proposal and the statement in support of it together are not to exceed 500 words.

7. For the purpose of paragraph 146(5)(a) of the Act, the prescribed number of days is 90 days.

8. For the purpose of paragraph 146(5)(c) of the Act, the prescribed period is two years.

9. (1) For the purpose of paragraph 146(5)(d) of the Act, the prescribed minimum amount of support for a proposal is

(a) 3% of the total number of shares voted if the proposal was introduced at an annual meeting;

(b) 6% of the total number of shares voted at its last submission if the proposal was introduced at two annual meetings; and

(c) 10% of the total number of shares voted at its last submission if the proposal was introduced at three or more annual meetings.

(2) For the purpose of paragraph 146(5)(d) of the Act, the prescribed period is five years.

10. For the purpose of subsection 146(5.1) of the Act, the prescribed period within which the company is not required to set out a proposal in or attach it to a management proxy circular is two years.

11. For the purpose of subsection 147(1) of the Act, the prescribed period for the person to be notified is 21 days after the day on which it receives the proposal or the proof under subsection 146(1.4) of the Act if it has requested that proof.

ELECTRONIC VOTING

12. For the purpose of subsection 154(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 company without it being possible for the company to identify how each shareholder or group of shareholders voted.

COMING INTO FORCE

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

[36-1-o]

Footnote 1

S.C. 2005, c. 54, s. 382

Footnote 2

S.C. 2005, c. 54, s. 382

Footnote 3

S.C. 2005, c. 54, s. 383

Footnote 4

S.C. 2005, c. 54, s. 385

Footnote 5

S.C. 2005, c. 54, s. 386(1)

Footnote 6

S.C. 2005, c. 54, s. 388

Footnote 7

S.C. 2005, c. 54, s. 449

Footnote 8

S.C. 1991, c. 45

NOTICE:
The format of the electronic version of this issue of the Canada Gazette was modified in order to be compatible with hypertext language (HTML). Its content is very similar except for the footnotes, the symbols and the tables.

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