In addition to the more important elements described above, the QBCA introduces a number of new concepts of interest for reporting issuers which are new and inspired by the CBCA and other similar legislation. These include:
Access to securities register
The QBCA15 provides that any person may access the securities register of a corporation or obtain a list of shareholders from the corporation. The person must, however, undertake in writing to use the information solely in connection with an effort to influence the voting of shareholders, a solicitation of proxies, an offer to acquire shares of the corporation or any other matter relating to the affairs of the corporation.
Improving on the regime prescribed by the CBCA, the QBCA permits corporations governed by it to issue shares in uncertificated form16 (i.e., a share represented only by an entry in the corporation's securities register). Given the extent to which Canadian and US securities depositaries have become involved in day-to-day share transactions, it is unlikely that the ability to issue uncertificated shares will have a major impact on trading. However, the ability to issue such shares may facilitate certain corporate transactions.
Ability to designate additional directors
Like the CBCA, the QBCA17 provides that if the articles so provide, the directors of a corporation that is a reporting issuer or has 50 or more shareholders may appoint one or more additional directors to hold office for a term expiring not later than the close of the next annual shareholders' meeting. The total number of directors so appointed may not exceed one-third of the number of directors elected at the previous annual shareholders' meeting. Corporations governed by the QBCA should consider amending their articles to provide for this right in order to give the board of directors enhanced flexibility to appoint additional directors where it may be appropriate to do so (if, for example, it is desirable to name a board member following a significant transaction or if a particularly attractive directorship candidate is identified during the course of a year).
Access to minutes
Reflecting the enhanced rights of shareholders provided by the QBCA, the QBCA,18 like the CBCA, contemplates that shareholders may examine the portions of any minutes of the meetings of the board of directors or of any other document that contain disclosures by a director or officer relating to the interest that such director or officer has in a contract or transaction to which the corporation is a party.
Access to financial statements of subsidiaries
The QBCA19 provides that shareholders of a corporation may, on request, examine the financial statements of each subsidiary of the corporation (unless a court order preventing such access is obtained). The corporation may deny this request if the value of the assets, the revenues and the income before taxes of the subsidiary each represent less than 10 per cent of the corresponding amount in the financial statements of the corporation.