Shareholder
Advocacy
SIO's
position on new federal legislation
February
27, 2001
Lee
Gill
Director
Corporate Law Policy
Industry Canada
235 Queen St., Room 561-F
Ottawa ON K1A 0H5
Dear Mr. Gill:
Re: Bill S-11
On
behalf of the Social Investment Organization, let me
take this opportunity to commend the government on
the improvements made to the Canada Business
Corporations Act (CBCA) with introduction of Bill
S-11.
As
you may know, SIO is a national non-profit
organization with a mandate to promote socially
responsible investment. Our members include screened
mutual funds, financial institutions providing
socially responsible investment services, as well as
financial advisors and investors with an interest in
social investment. We have 450 members across
Canada. Our members manage money on behalf of more
than 200,000 Canadians.
As
you may know, I appeared last May at the Senate
Standing Committee on Banking, Trade and Commerce to
offer our views on Bill S-19.
We
are very pleased to see elimination of the clause
permitting management to exclude shareholder
proposals filed “primarily for the purpose of
promoting general economic, political, racial,
religious, social or similar causes.”
It
is our view that this clause presented an
unnecessary impediment to the ability of
shareholders to raise legitimate and prudent matters
for discussion with management. The elimination of
this clause brings Canadian law much more into
alignment with US law on this matter.
However,
that said, let me express some concern about the
fact that the temporal and quantitative values in
the legislation are set down in regulation. We
believe that issues such as the appropriate minimum
value or percentage of voting shares, and the filing
deadlines should be prescribed in the law to prevent
any erosion of shareholder rights by regulation.
In
addition, SIO also asks that you consider
establishment of an independent arbitrator to
adjudicate disputes over shareholder proposals
between management and shareholders. Such an
arbitrator would provide for low-cost and timely
resolution of disputes. This proposal is contained
in a forthcoming private member’s bill on the CBCA
sponsored by MP Stephan Tremblay as well as
submissions by other interested parties.
There
are other issues we would like to bring to your
attention by way of a fuller brief, and we would be
pleased to meet with the Senate Standing Committee
to discuss the legislation further.
Sincerely,
Eugene
Ellmen
Executive Director
CC
Veronica Wessels
Wayne Lennon
Bob Weist
