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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.

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.”

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.

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Tickers mentioned in this story

Study and track financial data on any traded entity: click to open the full quote page. Data updated as of 27/02/24 3:19pm EST.

SymbolName% changeLast
Toronto-Dominion Bank
Toronto Dominion Bank
Royal Bank of Canada
Royal Bank of Canada
Bank of Nova Scotia
Bank of Nova Scotia
Bank of Montreal
Bank of Montreal
Canadian Imperial Bank of Commerce
Canadian Imperial Bank of Commerce
National Bank of Canada
Manulife Fin
Manulife Financial Corp
Rogers Communication
Rogers Communications Inc Cl B NV
Rogers Communications Inc Cl A Mv
Sun Life Financial Inc
Sun Life Financial Inc
Telus Corp
Enbridge Inc
Enbridge Inc
Canadian National Railway Co.
Canadian National Railway
Fortis Inc
Fortis Inc
Enwave Corp
Fairfax Financial Holdings Ltd
Laurentian Bank
CDN Western Bank
Great-West Lifeco Inc

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