Andrew MacDougall, John M. Valley
Mar 13, 2020
According to a recent article in The Globe and Mail, Enbridge Inc. will hold its annual shareholder meeting online this year, which makes it one of the first major Canadian companies to abandon plans to hold an in-person meeting as the spread of the coronavirus continues to spur concerns about large gatherings. Author Christine Dobby reports that Enbridge stated in a regulatory filing that it will forgo its in-person meeting on May 5 and, in a joint letter, chairman of the board Gregory Ebel and chief executive officer Al Monaco said that Enbridge made the decision out of an “abundance of caution" and to “proactively deal with the unprecedented public health impact” of the spread of the coronavirus.
The article quoted a recent Osler Update that Andrew MacDougall and John Valley, Osler corporate partners and leaders in the firm’s Corporate Governance Group, recently published on the topic of virtual and hybrid shareholder meetings.
“While historically extremely rare in Canada until recent years, electronic meetings have been a growing feature of the U.S. proxy season since 2009,” Andrew and John stated.
They said in recent years, some Canadian companies have held meetings fully online, including Canada Goose Holdings Inc. and Brookfield Property Partners, L.P. Others have used a hybrid option, with certain managers and directors present in person and others connecting online, including Goldcorp Inc. (now Newmont Corp.), Barrick Gold Corp., TMX Group Ltd. and OceanaGold Corp.
Andrew and John also noted that Broadridge Financial Solutions, one of the main service providers that facilitate online meetings, said it conducted 326 electronic meetings in the United States last year alone.
Whether Canadian companies can hold virtual meetings depends in part on the relevant provincial legislation, they explained, noting that Ontario law permits the practice and deems shareholders who vote online to be present, which is essential for establishing quorum. Other provinces are not as flexible. Companies must also consider their own corporate bylaws and may have to amend them to hold an electronic meeting.
If you subscribe to The Globe and Mail online, you can read Christine Dobby’s full article “Coronavirus prompts Enbridge to move AGM online.”