Improper Use of Televoting Overturns AGM Results


The recent victory on October 16, 2012, by a dissident slate of candidates for the board of directors of Mosquito Consolidated Gold Mines Limited (the Company) illustrates the potentially significant consequences that the improper use of televoting to solicit proxies and voting instructions can have in the context of a shareholders’ meeting. The recent vote was a “do-over” of the Company’s last annual and special meeting, after a court overturned that meeting’s results due in part to improper use of televoting.

While televoting has the potential to facilitate shareholders’ meetings, televoting systems may also lack sufficient safeguards to ensure that proxies and voting instructions are properly given and shareholders are able to vote freely. Televoting is a new process in the context of the Canadian securities industry and there is little guidance on protocols for its use, particularly in contested shareholders’ meetings.

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