Canada’s biggest banks and insurance companies will hold their annual meetings online after jointly obtaining a court order amid intense concern about in-person gatherings.
Social distancing protocols and temporary bans on large gatherings spurred by the novel coronavirus outbreak have made planning for the spring annual general meeting (AGM) season difficult. On Friday, eight of the country’s largest banks and the three largest insurers announced they received authorization from the Ontario Superior Court of Justice permitting them to conduct their annual meetings “in whole or in part, using electronic means.”
Canadian companies have not traditionally embraced online AGMs. In addition to the financial institutions, many publicly traded companies have been re-evaluating their own planning in response to the coronavirus crisis. On Friday, the Canadian Securities Administrators (CSA), an umbrella group representing provincial securities regulators, released new guidelines to support companies holding virtual AGMs.
The banks and insurers said the court order allows them to conduct meetings by webcast, teleconference or other electronic means, which can be used in addition to an in-person meeting or replace it entirely. The parties involved said they would announce specific arrangements individually.
“We believe these precautions are prudent measures to protect the health and well-being of our stakeholders, while supporting shareholder and policyholder engagement and their ability to attend and exercise their rights,” the financial institutions said in a joint statement.
The major lenders and insurance companies are among the most widely held stocks in the country, with shares held by many pensioners. The banks also have their meetings early in the AGM season, as their fiscal years end Oct. 31 and corporate governance law requires them to hold a meeting within six months. BMO is the first bank set to hold its AGM, on March 31.
The group said a court order was required because “Canadian banks and insurance companies are not permitted to conduct an electronic annual meeting in lieu of an in-person meeting without relief from the court.” The Globe and Mail previously reported the financial institutions would seek such an order.
As of press time Friday, RBC, BMO, CIBC, Scotiabank, Canada Western Bank, Laurentian Bank, TD Bank and Manulife had issued news releases regarding plans to hold virtual meetings. Several said they would not update proxy materials previously sent to shareholders to reflect the changes in meeting format. The banks and insurers said in their joint statement that the court order also “permits alternative means for distributing meeting materials.”
Other companies that have already made the call to go virtual include Enbridge Inc., Rogers Communications Inc., Telus Corp., Ovintiv Inc., Canadian National Railway Co. and Canadian Pacific Railway Ltd.
The CSA said in its statement Friday that issuers that decide to change the format or date and time of their meeting can do so without sending additional materials to shareholders as long as they provide adequate notice through means such as news releases. For companies holding AGMs that involve potentially contentious issues, such as proxy contests or special meetings to approve merger and acquisition transactions, the CSA said they should contact their regional securities regulators to discuss appropriate steps.
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