Skip to main content
The Globe and Mail
Support Quality Journalism.
The Globe and Mail
First Access to Latest
Investment News
Collection of curated
e-books and guides
Inform your decisions via
Globe Investor Tools
Just$1.99
per week
for first 24 weeks

Enjoy unlimited digital access
Enjoy Unlimited Digital Access
Get full access to globeandmail.com
Just $1.99 per week for the first 24 weeks
Just $1.99 per week for the first 24 weeks
var select={root:".js-sub-pencil",control:".js-sub-pencil-control",open:"o-sub-pencil--open",closed:"o-sub-pencil--closed"},dom={},allowExpand=!0;function pencilInit(o){var e=arguments.length>1&&void 0!==arguments[1]&&arguments[1];select.root=o,dom.root=document.querySelector(select.root),dom.root&&(dom.control=document.querySelector(select.control),dom.control.addEventListener("click",onToggleClicked),setPanelState(e),window.addEventListener("scroll",onWindowScroll),dom.root.removeAttribute("hidden"))}function isPanelOpen(){return dom.root.classList.contains(select.open)}function setPanelState(o){dom.root.classList[o?"add":"remove"](select.open),dom.root.classList[o?"remove":"add"](select.closed),dom.control.setAttribute("aria-expanded",o)}function onToggleClicked(){var l=!isPanelOpen();setPanelState(l)}function onWindowScroll(){window.requestAnimationFrame(function() {var l=isPanelOpen(),n=0===(document.body.scrollTop||document.documentElement.scrollTop);n||l||!allowExpand?n&&l&&(allowExpand=!0,setPanelState(!1)):(allowExpand=!1,setPanelState(!0))});}pencilInit(".js-sub-pencil",!1); // via darwin-bg var slideIndex = 0; carousel(); function carousel() { var i; var x = document.getElementsByClassName("subs_valueprop"); for (i = 0; i < x.length; i++) { x[i].style.display = "none"; } slideIndex++; if (slideIndex> x.length) { slideIndex = 1; } x[slideIndex - 1].style.display = "block"; setTimeout(carousel, 2500); } //

Some of Canada’s biggest financial institutions will jointly seek a court order on Friday authorizing them to hold virtual-only annual general meetings in light of the coronavirus pandemic, according to people familiar with the matter.

The group, which is being represented by Torys LLP, consists of eight banks and three insurance companies, those people said. The Globe and Mail is not identifying the sources because they are not authorized to speak publicly about the matter.

Royal Bank of Canada, Toronto-Dominion Bank, Bank of Nova Scotia, Bank of Montreal, Canadian Imperial Bank of Commerce, National Bank of Canada, Canadian Western Bank and Laurentian Bank of Canada are the major lenders in the group. The three insurers are Manulife Financial Corp., Great-West Lifeco Inc. and Sun Life Financial Inc., the sources added.

Story continues below advertisement

Some banks said on Tuesday they were examining their options regarding annual meetings, given the growing health crisis.

Shares of those publicly traded companies are among the most widely held in the country. Their decision to seek permission to hold virtual-only AGMs comes as health officials and legislators step up warnings about avoiding large public gatherings to stem the spread of the virus.

The banks are taking action now in part because their AGM dates are looming – with fiscal year-ends of October, they must hold AGMs before the end of April to be within a six-month window required by law. But Canada’s biggest financial institutions are also seen as leaders on corporate governance and their approach will be watched closely by other publicly traded companies struggling with the same issue.

Securities lawyers have faced a flood of inquiries from clients on the topic in recent weeks. As the COVID-19 crisis deepened, it has become increasingly clear that in-person gatherings are not just inadvisable, but new temporary government restrictions are making meetings of more than a handful of people impossible.

Yet, corporate governance rules still require companies to hold annual meetings, and businesses are consulting on how to shift to a virtual format. A number of factors are involved, including the applicable corporate law (in the case of the banks, it is the Bank Act, while the insurers are incorporated under the Canada Business Corporations Act), as well as each company’s own bylaws.

In some cases, a court order may be required. A court could, for example, order that virtual attendance satisfies quorum provisions or that an online chat function meets statutory requirements that shareholders be able to communicate with each other.

Telus Corp. obtained a court order last week permitting it to hold its 2020 AGM as a virtual-only meeting. The Vancouver-based telecommunications company is incorporated under the British Columbia Business Corporations Act. Law firm Osler LLP published a bulletin saying the order, among other things, “deemed shareholders who participate in the virtual-only meeting to be present at the meeting and deemed the meeting to be held at the location of Telus’s registered office.”

Story continues below advertisement

Other companies have filed documents with securities regulators announcing their intention to hold virtual meetings this year, including Enbridge Inc., Rogers Communications Inc., Canadian National Railway Co., Fortis Inc. and EnWave Corp.

Fairfax Financial Holdings Ltd. said on Monday that it has cancelled the attendance of directors and officers at its meeting and that shareholders will not be able to attend the April 16 event in person. It said it will provide a webcast and encouraged shareholders to vote by proxy.

The Canadian Securities Administrators, the umbrella group that represents provincial securities regulators, said on Tuesday that it plans to publish guidance “as soon as possible” on the topic of companies moving to virtual AGMs.

Your time is valuable. Have the Top Business Headlines newsletter conveniently delivered to your inbox in the morning or evening. Sign up today.

Coronavirus information
Coronavirus information
The Zero Canada Project provides resources to help you manage your health, your finances and your family life as Canada reopens.
Visit the hub

Your Globe

Build your personal news feed

  1. Follow topics and authors relevant to your reading interests.
  2. Check your Following feed daily, and never miss an article. Access your Following feed from your account menu at the top right corner of every page.

Follow the authors of this article:

Follow topics related to this article:

View more suggestions in Following Read more about following topics and authors
Report an error Editorial code of conduct
Tickers mentioned in this story
Due to technical reasons, we have temporarily removed commenting from our articles. We hope to have this fixed soon. Thank you for your patience. If you are looking to give feedback on our new site, please send it along to feedback@globeandmail.com. If you want to write a letter to the editor, please forward to letters@globeandmail.com.

Welcome to The Globe and Mail’s comment community. This is a space where subscribers can engage with each other and Globe staff. Non-subscribers can read and sort comments but will not be able to engage with them in any way. Click here to subscribe.

If you would like to write a letter to the editor, please forward it to letters@globeandmail.com. Readers can also interact with The Globe on Facebook and Twitter .

Welcome to The Globe and Mail’s comment community. This is a space where subscribers can engage with each other and Globe staff. Non-subscribers can read and sort comments but will not be able to engage with them in any way. Click here to subscribe.

If you would like to write a letter to the editor, please forward it to letters@globeandmail.com. Readers can also interact with The Globe on Facebook and Twitter .

Welcome to The Globe and Mail’s comment community. This is a space where subscribers can engage with each other and Globe staff.

We aim to create a safe and valuable space for discussion and debate. That means:

  • Treat others as you wish to be treated
  • Criticize ideas, not people
  • Stay on topic
  • Avoid the use of toxic and offensive language
  • Flag bad behaviour

Comments that violate our community guidelines will be removed.

Read our community guidelines here

Discussion loading ...

To view this site properly, enable cookies in your browser. Read our privacy policy to learn more.
How to enable cookies