CSA Publishes Proposals For Proxy Vote Reconciliation

On March 31, 2016, the Canadian Securities Administrators (the "CSA") published for comment proposed protocols with respect to proxy vote reconciliation for shares beneficially owned by shareholders who hold those shares through intermediaries (the "Protocols"). The comment period for the Protocols closes on July 15, 2016.

The Protocols are the CSA's response to gaps in the existing vote reconciliation process identified by the CSA in its previous review of the proxy voting infrastructure in Canada, which commenced in 2013. They set out CSA staff expectations on the role and responsibilities of the "key entities" that implement shareholder meeting vote reconciliation (including tabulators, intermediaries and Broadridge). The CSA states that the Protocols are intended to apply to uncontested meetings. However, the CSA also states that some of the expectations and guidance set out in the Protocols "are also relevant to meeting vote reconciliation for proxy contests and