Shares constitute a unit of ownership in a company. Ownership may consist of one or more classes of shares.
However, this does not give shareholders the right to intervene in the day-to-day management of the company. That is the responsibility of the company’s board of directorsA board of directors is a group of individuals appointed by a corporation’s shareholders to make key management decisions. and officers.
As a shareholderA shareholder is a person who holds shares in a company. The shareholder can be a company itself., you can attend shareholders’ meetings:
The rules governing a shareholders’ meeting and how it is conducted can vary from one company to another. The information contained in this section is of a general nature. It is limited to a description of the rights and obligations of shareholders of a business corporation. However, parallels may be drawn with the operation of limited partnershipsA limited partnership is a specific form of partnership.
The partnership is managed by a general partner and the capital is supplied by limited partners, whose liability is limited to their investment outlay.
These partnerships usually invest in a particular sector such as real estate or the oil and gas industry.
Most limited partnerships provide tax benefits that may be transferable from the partnership to the limited partners. and income trustsA trust is an arrangement under which an individual or company entrusts movable or immovable property (e.g., shares, bonds, a house) to another party (the trustee), who undertakes to hold and administer this property on behalf of one or more other individuals or companies., among others.
What are your rights as a shareholder?
As a shareholder, you have certain rights. For example:
- Be informed about the activities of the company, especially activities that could influence your decision to hold shares.
- Be invited to and attend shareholders’ meetings.
- Sell your shares on the markets.
- Receive any dividends declared by the company on your share holdings.
- Receive a portion of the surplus of assets if the company is wound upWind-up involves selling assets to convert them into cash. For example, in the event of bankruptcy, a company can sell its assets to pay its debts. .
- Vote (if you hold voting shares). As a holder of voting shares (shareholder), you’re generally entitled to one vote for each share that you hold. During a shareholders’ meeting, voting takes place by a show of hands, but it can also be carried out by secret ballot at the request of any shareholder or agent who is entitled to vote.
You may vote to:
- Elect members of the board of directors.
- Appoint auditors.
- Accept resolutions. For example, if the board wants to change the number of board members, it has to submit a resolution to a vote of shareholders.
- Approve the by-laws adopted by the board of directors.
If you hold preferred shares and receive a fixed dividend, you’re generally not entitled to vote.
Who can participate in shareholders’ meetings?
Shareholders’ meetings are held annually.
The company sets a record dateThe record date is the date on which a shareholder must be registered on the books of a company in order to receive dividends or exercise a right, such as the right to vote at the general meeting of shareholders. on which it closes its share ledger in order to draw up the list of shareholders eligible to receive the notice of meeting and participate in the shareholders’ meeting. Shareholders receive the following documents:
- Notice of meeting
- Information circular
- Proxy form
Notice of meeting
This notice is generally mailed to shareholders. it indicates:
- The date of the meeting
- The location
- The time
- The items to be discussed, in particular those that will be submitted to a vote
The information circular is a document that allows a company’s directors, executives and staff to obtain proxiesA proxy is a mandate that you give a person to do something on your behalf (vote at a meeting, sign a contract, etc.). It is a document that proves you have designated this person to represent you and that, ideally, contains a detailed description of the responsibilities entrusted to them. for the decisions to be made during a shareholders’ meeting. In other words, they ask the shareholders’ opinion on certain important questions, such as the election of directors, the appointment of auditors, etc. The circular must be sent with the notice of meeting. It primarily contains information on:
- Persons soliciting proxies;
- Items of business on the agenda;
- Proxy instructions;
- Right of revocationA right of revocation is the right to cancel an agreement (such as a contract or power of attorney) according to a pre-determined procedure. of proxy;
- Number of securities outstanding and the attached voting rights;
- Profiles of the nominees for election to the board of directors;
- Compensation of certain members of senior management;
- Stock-based compensation plans;
- Loans extended to directors and members of senior management;
- Appointment of the auditorsAuditors are accountants who verify whether financial statements are accurate..
Other items requiring a vote will also be outlined in the circular.
A shareholder who is unable to attend the meeting can give a proxyA proxy is a mandate that you give a person to do something on your behalf (vote at a meeting, sign a contract, etc.). It is a document that proves you have designated this person to represent you and that, ideally, contains a detailed description of the responsibilities entrusted to them. to another person to act on his behalf at the meeting.
It gives you the right to appoint a mandataryA mandatary is the person who carries out a mandate. For example, if an investor gives a lawyer a mandate to carry out a transaction on their behalf, then the lawyer is the mandatary and the investor is the mandator. (not necessarily a shareholder) other than the person designated by management to represent you at the meeting. The mandatary must vote according to your instructions.
The proxy form includes the following:
- A note indicating whether or not the proxy is solicited by company management;
- A space for your signature;
- A space for you to designate another mandatary of your choice, if applicable;
- A space to indicate, for each item appearing on the notice of meeting, other than the appointment of the auditors and election of directors, how you would like the mandatary to vote;
- A space to indicate whether you want the mandatary to vote or abstain from voting on the appointment of the auditors and the election of directors.
Information circular from a “dissident” shareholder or group of shareholders
This circular must indicate the following:
- That the proxy is not being solicited by management
- Explanation of the reasons for the solicitation
For example, dissidents may not be satisfied with the company’s results. They could therefore ask you to vote for their own list of nominees as directors.
If you change your mind and decide to attend the meeting, you can revoke the proxy. In some cases, you can also vote by proxy on the Internet, by telephone or by mail.
Where can you find out more about the company?
To get the most from the meeting, ask questions about the company’s strategies and current and future issues. You can also check the financial news media. Moreover, relevant information is available from the following:
- Management’s Discussion & Analysis (MD&A)
- Annual information form
- Corporate website
- Investor relations department
Management’s Discussion & Analysis (MD&A)
The MD&A accompanies the financial statementsFinancial statements are the accounting reports that provide an accurate picture of a company’s financial position for a given period. and helps investors understand them.
- It helps investors assess and understand the major trends and changes related to the company’s performance and financial position.
- The MD&A may contain information on opportunities and risks with an impact on the company’s future profitability.
- It gives management’s point of view on the company’s current financial position, recent performance and outlook.
Annual information form
The annual information form is a document that describes:
- The company
- Its activities
- Its subsidiaries
- Its projects
- The risks to which it is exposed
Corporate websites often have an “investor relations” section. It includes:
- Annual reports
- Quarterly results
- Press releases
- Share prices
- Other information intended for shareholders
Investor relations department
Many publicly-traded corporations have an investor relations department. This department:
- Prepares documents intended for investors and organizes shareholders’ meetings;
- Answers questions regarding dividendsDividends are the portion of the earnings, after taxes, that a corporation distributes to shareholders in proportion to their holdings., the dates of shareholders’ meetings, proxies or any other matter of interest to shareholders.
You can also consult, on request, the following information at a company’s head office:
- The names and addresses of all shareholders;
- The number of shares held by each shareholder;
- The names and addresses of the members of the board of directors.
You can ask for the list of shareholders to be sent to you, although a fee may apply.
The SEDAR website This link will open in a new window provides access to most public documents and information filed by public companies and investments funds with the 13 provincial and territorial securities regulatory authorities.
How are shareholders’ meetings generally conducted?
During the shareholders’ meeting, management will present the results for the latest fiscal yearThe fiscal year is the 12-month period for which an organization calculates its income for its financial statements.
This 12-month period can end on any day of the year. The chosen date remains the same year after year. . It will also explain any changes in results compared with the previous year.
The following are presented during the meeting:
- the financial statements audit report : The auditorsAuditors are accountants who verify whether financial statements are accurate. state whether or not they obtained all the information and explanations they requested. They also indicate whether the financial statements present fairly the company’s financial position.
The financial statements and the audit report can be mailed to you before the meeting. Simply submit a written request to the company using the form you received.
- the comparative financial statements for the latest fiscal year and the previous year;
- Statement of comprehensive income;
- Statement of changes in equityA company’s equity comprises share capital and retained earnings.
Equity can be determined by subtracting a company’s liabilities from its assets. This is what belongs to the company’s owners once all liabilities have been deducted. (statement of retained earningsRetained earnings are a company’s earnings that have not yet been distributed to shareholders.)
- Statement of cash flowsIn accounting, cash flows are all of the liquidity inflows and outflows of a company or individual.
- Statement of financial position (balance sheetThe balance sheet, or statement of financial position, is a document that gives a complete picture, on a given date, of the financial situation of a person, family, company, etc.
It lists assets and liabilities (debts), and the difference between the two (net worth). )
- Notes to the financial statements.
- any information concerning the company’s financial position and operating results
Following the shareholders’ meeting, the management of some companies will file a report on SEDAR This link will open in a new window showing for each question submitted to a vote:
- A brief description of the item and the outcome of the vote;
- Whether the vote was by secret ballot, the number or percentage of votes for and against and the number of votes withheld.
What is a special shareholders’ meeting?
Shareholders’ meetings are held annually. However, special shareholders’ meetings are held as required. They are called at the request of the board of directors or a judge. Its purpose is to:
- Amend the company’s articles of incorporation;
- Approve important decisions (increase or decrease share capital, issue securities, approve a merger with another company, etc.).
Under such circumstances, shareholders would receive a notice of meeting.
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