Each year a reporting issuer is required to hold a meeting of its shareholders; corporate law of the jurisdiction of formation will determine the applicable requirements. Certain business to be conducted at a meeting is ordinary business (such as the consideration of the financial statements, auditor’s report, election of directors and re-appointment of the incumbent auditor), anything outside of ordinary business is considered special business and therefore requires a special meeting of the shareholders.
Timeframe to Hold A Meeting
National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer details the timeframe in which a meeting date and record date (for notice and for voting) must be set. A record date for notice is the date established in accordance with corporate law for the determination of the registered holders of securities that are entitled to receive notice of the meeting and generally who is entitled to vote at the meeting. A record date must be at least 30 days and no more than 60 days prior to the meeting date.
Pursuant to corporate law, notice of a meeting of shareholders must be sent not less than 21 days and not more than 50 days, before the meeting to: (a) each shareholder entitled to vote at the meeting; (b) each director; and (c) the auditor of the corporation.
Information Circular Requirements
When a person or company solicits proxies from registered holders of voting securities they must send an information circular with the notice of meeting to each registered securityholder whose proxy is solicited. National Instrument 51-102 – Continuous Disclosure Obligations provides that an information circular must be completed using Form 51-102F5 (click here to see the form). In addition to other requirements, each information circular of a venture issuer must provider disclosure on the executive compensation of the directors and named executive officers of the reporting issuer using Form 51-102F6V (click here to see the form).