National Policy Statement
NPS No.: 41
Title: (Draft Amended) Security Holder Communication
Amendments:
Published Date: Effective Date:
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PART 1 PURPOSE
1.1 General - This policy statement is intended to ensure that non-registered holders of securities of reporting issuers are
able to receive security holder materials and to exercise the voting rights attached to the securities.
1.2 History and background - National Policy Statement No. 41 was approved in 1987 by the CSA to address concerns
that non-registered holders of securities of a reporting issuer, because they hold their securities through depositories or
through dealers, banks, trust companies, other intermediaries, or their nominees, may not receive information and proxies
that corporate law and securities legislation require issuers to send to their registered security holders.
This situation may occur because obligations under corporate law and securities legislation to send materials to security
holders are typically cast as obligations in respect of registered holders, while market efficiency exerts strong pressure for
the registration of securities in the names of depositories, intermediaries, or their nominees.
1.3 Fundamental Principles - The following fundamental principles have guided the revision of National Policy Statement
No. 41:
(a) all security holders, registered and non-registered, should have the opportunity to be treated alike as far
as is practicable;
(b) a non-registered holder has the right to remain anonymous to reporting issuers; and
(c) efficiency should be encouraged.
In addition, the CSA have recognized that the obligations of each party in the security holder communication
chain should be equitable and clearly defined.
PART 2 APPLICATION
2.1 General - This policy statement sets out the obligations of reporting issuers, depositories and intermediaries in respect
of
(a) sending of security holder materials to non-registered holders of securities of reporting issuers; and
(b) voting of the securities of reporting issuers by their non-registered holders.
2.2 Application - This policy statement applies to all reporting issuers, depositories and intermediaries that carry on
business in Canada or that hold securities on behalf of another person or company whose address is in Canada.
2.3 Applicable where no non-registered holders or no unidentified non-registered holders - A reporting issuer that has no
unidentified non-registered holders shall treat its non-registered holders and its registered holders in the same manner.
A reporting issuer having no non-registered holders or no unidentified non-registered holders shall fix record dates, and
provide notices of record dates, meeting dates and meeting type, in accordance with section 5.2. In addition, it is strongly
recommended that the issuer send security holder materials to security holders no later than 25 days before the
corresponding meeting of security holders.
FOOD FOR THOUGHT.
TRUTH! |
