On November 18, 2011, the Canadian Securities Administrators (the “CSA”) adopted amendments (the “Amendments”) to National Policy 11-201 Delivery of Documents by Electronic Means. The policy is renamed National Policy 11-201 Electronic Delivery of Documents (NP 11-201).
Substance and Purpose of the Amendments
NP 11-201 states the views of the CSA on how the obligations imposed under Canadian securities legislation to deliver documents can be satisfied by electronic means. The original version of NP 11-201 Delivery of Documents by Electronic Means came into effect on January 1, 2000. That policy was amended on February 14, 2003 to include guidance on proxy solicitation. Since the implementation of NP 11-201 in 2000, there have been changes to legislation affecting electronic commerce and transactions, including amendments to corporate legislation and the introduction of legislation governing electronic transactions and protection of personal information. Electronic communications have also become much more common than when the policy was first drafted.
The Amendments recognize these changes by:
- Alerting stakeholders to other legislation that addresses the electronic delivery of documents;
- Simplifying guidance on the form and substance of securityholder consents; and
- Reducing technology-related language to avoid references that may become obsolete.