Governance Insights 2020

71 Davies | dwpv.com Organization Date of Relief or Guidance (2020) Summary of Relief or Guidance Canadian Securities Administrators March 20 – A reporting issuer converting its AGM to a virtual format is expected to notify securityholders, intermediaries and other market participants in a timely manner and disclose clear directions on the logistical details of the meeting. A reporting issuer involved in a proxy contest, holding a special meeting for an M&A transaction or seeking approval for a conflict of interest transaction is expected to contact its principal regulator to discuss the appropriate steps in those circumstances.96 May 1 – A reporting issuer can avail itself of blanket relief from the requirements to file its executive compensation disclosure and send its annual financial statements and MD&A by the relevant deadlines.97 U.S. Securities and Exchange Commission March 4 (amended March 25) – A registrant can avail itself of a 45-day extension to file certain reports that would otherwise have been due between March 1 and July 1, 2020. A registrant can also take advantage of an exemption from the requirement to furnish proxy statements, annual reports and other soliciting materials to securityholders when mail delivery is not possible.98 March 13 (amended April 7) – An issuer that conducts a virtual meeting is expected to notify shareholders, intermediaries and other market participants in a timely manner and disclose clear directions on the logistical details of the meeting. An issuer is encouraged to allow shareholders or their representatives to present shareholder proposals through alternative means (e.g., by phone). When printing and mailing delays are unavoidable, an issuer can use a “notice-only” delivery option if it provides shareholders with proxy materials sufficiently in advance of the meeting and allows them to exercise their voting rights in an informed manner.99 TSX and TSXV March 23 – An issuer listed on the Toronto Stock Exchange (TSX) or the TSX Venture Exchange (TSXV) is permitted to hold its AGM on any date in 2020.100 Proxy Advisory Firms March 19 and April 8 – Both Institutional Shareholder Services, Inc. (ISS) and Glass, Lewis & Co. (Glass Lewis) have relaxed their views regarding virtual-only meetings as long as shareholders are able to participate meaningfully and COVID-19 is disclosed as the reason for holding the meeting virtually.101 TABLE 5- 1 : Relief and Guidance for AGMs During COVID-19 (Cont'd) CHAPTER 05 Let’s Take This Online: Virtual Shareholders’ Meetings in 2020 and Beyond

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