MRRS - relief allowing the delivery of certainproxy materials to registered and non-registered security holdersby electronic means.
Securities Act, R.S.O. 1990, c. S.5, as am.,ss. 85, 86(1)(a), 147.
In the Matter of Certain Reporting Issuers (1997)20 O.S.C.B. 1219 (March 1, 1997), as amended (including NationalPolicy Statement No. 41 Shareholder Communication).
IN THE MATTER OF
THE SECURITIES LEGISLATION OF
ALBERTA, BRITISH COLUMBIA, SASKATCHEWAN, MANITOBA, ONTARIO,QUÉBEC, NOVA SCOTIA, PRINCE EDWARD ISLAND, NEW BRUNSWICK,NEWFOUNDLAND, THE NORTHWEST TERRITORIES,
NUNAVUT AND YUKON TERRITORY
IN THE MATTER OF
THE MUTUAL RELIANCE REVIEW SYSTEM
FOR EXEMPTIVE RELIEF APPLICATIONS
IN THE MATTER OF
CIBC MELLON TRUST COMPANY
MRRS DECISION DOCUMENT
1. WHEREAS the local securities regulatoryauthority or regulator (the "Decision Maker"), ineach of British Columbia, Alberta, Saskatchewan, Manitoba, Ontario,Québec, Nova Scotia, Prince Edward Island, New Brunswick,Newfoundland, the Northwest Territories, Nunavut and the YukonTerritory (collectively, the "Jurisdictions") hasreceived an application from CIBC Mellon Trust Company ("CIBCMellon"), as an interested company, for a decision pursuantto the securities legislation of the Jurisdictions (the "Legislation")that: (i) Participating Issuers (as defined below), and (ii)Participating Intermediaries (as defined below), on whose behalfCIBC Mellon delivers Proxy-Related Materials (as defined below)using the CIBC Mellon Electronic Delivery Procedures (as definedbelow), be exempt from requirements of the Legislation thatdelivery of such Proxy-Related Materials be made by prepaidmail, postage-paid first class mail, personal delivery, or similarforms of delivery as applicable (the "Paper Delivery Requirements");
2. AND WHEREAS pursuant to the Mutual Reliance ReviewSystem for Exemptive Relief Applications (the "System")the Alberta Securities Commission is the principal regulatorfor this application;
3. AND WHEREAS CIBC Mellon has representedto the Decision Makers that:
3.1 CIBC Mellon is a trust company organizedunder the laws of Canada and is fifty per cent owned by eachof Canadian Imperial Bank of Commerce and Mellon Bank Canada.It is not a reporting issuer, or its equivalent, in any provinceor territory of Canada;
3.2 CIBC Mellon is a "service company"for the purposes of National Policy Statement No. 41 ("NP41") that provides shareholder communication services asagent for issuers or other persons and companies required bylaw to communicate with security holders;
3.3 in connection with a meeting (the "Meeting")of security holders of a reporting issuer or the equivalent,CIBC Mellon proposes to deliver proxy-related materials, asdefined in NP 41, and where applicable, a request for votinginstructions in lieu of a form of proxy (collectively, the "Proxy-RelatedMaterials"), to (i) the registered holders, as definedin NP 41, on behalf of such reporting issuer or equivalent (the"Participating Issuer") and, (ii) the non-registeredholders, as defined in NP 41, on behalf of certain intermediaries(the "Participating Intermediaries"), using CIBC Mellonelectronic delivery procedures as described in paragraph 3.4below (the "CIBC Mellon Electronic Delivery Procedures");
3.4 The material features of the CIBC MellonElectronic Delivery procedures are as follows:
3.4.1 CIBC Mellon Electronic Delivery Procedureswill be offered as an alternative to the Paper Delivery Requirements,and registered and non-registered holders (collectively, the"Security Holders") of a Participating Issuer maychoose to receive Proxy-Related Materials in paper form deliveredin accordance with the applicable Paper Delivery Requirements;
3.4.2 Participating Issuers will obtain advanceconsent of Security Holders, either in written paper formator electronically, for delivery of Proxy-Related Materials pursuantto the CIBC Mellon Electronic Delivery Procedures. SecurityHolders will be eligible to use the CIBC Mellon Electronic DeliveryProcedures only if they provide consent;
3.4.3 CIBC Mellon will, on behalf of a ParticipatingIssuer, send to Security Holders of such issuer, a consent inthe form prepared by a Participating Issuer (the "Consent").The form of Consent will provide a detailed explanation of theCIBC Mellon Electronic Delivery Procedures including the specificProxy-Related Materials that will be available electronically,technical requirements for viewing such Proxy-Related Materials,the period of time that such Proxy-Related Materials will beavailable and the steps that the Participating Issuer will takeor cause CIBC Mellon to take to give future notice that a documentis being delivered by way of the CIBC Mellon Electronic DeliveryProcedures. Security Holders of Participating Issuers whosecompleted Consents are received by CIBC Mellon will be registeredby CIBC Mellon for the CIBC Mellon Electronic Delivery Procedures;
3.4.4 CIBC Mellon anticipates delivering writtenpaper format Consents to all new Security Holders of a ParticipatingIssuer and to existing Security Holders of a Participating Issuer(other than those Security Holders that have previously registeredfor the CIBC Mellon Electronic Delivery Procedures) in connectionwith the delivery of Proxy-Related Materials;
3.4.5 Additionally, once CIBC Mellon has completedcertain system enhancements, Security Holders of a ParticipatingIssuer will have the option of delivering a Consent electronically,either through the CIBC Mellon Web site or Participating Issuer'sWeb site. In order to provide an electronic Consent, a SecurityHolder must use the unique, confidential personal identifiernumber assigned to such Security Holder by CIBC Mellon;
3.4.6 On the date that Proxy-Related Materialsare to be mailed to a Participating Issuer's Security Holdersin accordance with the requirements of the Legislation, CIBCMellon will send notice either in writing or electronically(the "Delivery Notice") to a Security Holder registeredunder the CIBC Mellon Electronic Delivery Procedures that suchProxy-Related Materials are available electronically at theParticipating Issuer's Web site;
3.4.7 A Security Holder will be able to access,view and download the relevant Proxy-Related Materials at aParticipating Issuer's Web site by following the detailed instructionscontained in the Delivery Notice;
3.4.8 Security Holders may choose not to participatein the CIBC Mellon Electronic Delivery Procedures at any timeby revoking their Consent, either in writing or electronically.If in connection with the sending of any Delivery Notice CIBCMellon receives notice that delivery to a Security Holder wasnot successful, CIBC Mellon will deliver the relevant Proxy-RelatedMaterials to such Security Holder in accordance with the applicablePaper Delivery Requirements;
3.5 The CIBC Mellon Electronic Delivery Proceduresdo not meet the Paper Delivery Requirements applicable to certainProxy-Related Materials which must be delivered to SecurityHolders; however, the CIBC Mellon Electronic Delivery Procedureswill comply with the principles set out in National Policy 11-201-Deliveryof Documents by Electronic Means, and with the delivery requirementsfor applicable Proxy-Related Materials under proposed NationalInstrument 54-101-Communication with Beneficial Owners of Securitiesof a Reporting Issuer;
3.6 The CIBC Mellon Electronic Delivery Proceduresare functionally equivalent to delivering the Proxy-RelatedMaterials in accordance with the Paper Delivery Requirements,because they appropriately address the elements of notice, access,evidence of delivery and non-corruption or alteration of documentsin the delivery process;
3.7 The CIBC Mellon Electronic Delivery Proceduresimprove the efficiency and competitiveness of the Canadian systemfor shareholder communications;
3.8 Canadian and U.S. markets are increasinglyinterdependent and electronic delivery and voting is alreadyavailable to Canadian security holders of U.S. issuers;
3.9 The proposed CIBC Mellon Electronic DeliveryProcedures are well accepted and field-tested in the U.S. market;
4. AND WHEREAS under the System, thisMRRS Decision Document evidences the decision of each DecisionMaker (collectively, the "Decision");
5. AND WHEREAS each of the Decision Makersis satisfied that the test contained in the Legislation thatprovides the Decision Maker with the jurisdiction to make theDecision has been met;
6. THE DECISION of the Decision Makerspursuant to the Legislation is that, with respect to a Meeting:
6.1 a Participating Issuer be exempt from therequirements of the Legislation to send Proxy-Related Materialsto its registered holders in accordance with the Paper DeliveryRequirements where CIBC Mellon, on behalf of the ParticipatingIssuer, delivers such Proxy-Related Materials to the SecurityHolders of the Participating Issuer pursuant to the CIBC MellonElectronic Delivery Procedures; and
6.2 A Participating Intermediary be exempt fromthe requirement of the Legislation to send Proxy-Related Materialsto non-registered holders of a Participating Issuer in accordancewith the Paper Delivery Requirements where CIBC Mellon on behalfof the Participating Intermediary, sends such Proxy-RelatedMaterials to such non-registered holders pursuant to the CIBCMellon Electronic Delivery Procedures;
provided that this MRRS Decision Document shallterminate on the day that is three years after the date hereof.
April 2, 2001.
"Stephen P. Sibold" "John W. Cranston"