The Board of Directors (the “Board“) of Baylin Technologies Inc. (the “Company“) believes that each of its members should have the confidence and support of the Company’s shareholders. To that end, the Board has adopted this Majority Voting Policy (the “Policy“), which the Board has determined provides a meaningful way for shareholders to hold individual directors accountable. Nominees for election to the Board will be required to confirm that they will abide by the Policy before their names are put forward for election. The Policy applies to an uncontested election of directors. An “uncontested election” means an election where the number of nominees for election as directors is equal to the number of directors to be elected, as determined by the Board.
1. As required by applicable corporate law, forms of proxy for the election of directors at meetings of the Company’s shareholders will permit a shareholder to vote in favour of, or to withhold from voting for, each nominee separately.
2. At each such meeting, the chair of the meeting will ensure the scrutineers record the number of votes cast in favour of or withheld from voting for each nominee.
3. In an uncontested election of directors, the following will apply:
- the chair of the meeting will use the scrutineers’ report to determine the numbers of votes cast in favour of each nominee and the number of common shares instructed to be “withheld” (either in person or by proxy) for each nominee;
- if the number of common shares instructed to be withheld for any nominee is equal to or more than the number of “for” votes cast in favour of that nominee, the Board will consider that nominee not to have received the support of the shareholders, even though duly elected as a matter of applicable corporate law;
- in that case, the nominee must immediately submit his or her resignation to the Chair of the Board, such resignation to be effective on acceptance by the Board; and
- the Board will then refer the resignation to the Corporate Governance and Compensation Committee (the “Committee“) for consideration.
4. The Committee will consider the resignation and within 30 days after the applicable meeting of shareholders make a recommendation to the Board as to whether to accept it.
5. The Board will consider the recommendation of the Committee and decide whether to accept or reject the resignation within 90 days after the applicable meeting of shareholders. The Board will accept the resignation absent exceptional circumstances. A director who submits a resignation may not participate in any meetings of the Committee or the Board at which the resignation is being considered.
6. Following the Board’s decision, the Company will promptly issue a news release announcing its decision and provide a copy of the release to the Toronto Stock Exchange. If the Board decides not to accept the resignation, the news release must state fully the reasons for the decision.
7. Where the resignation is accepted, subject to any applicable limitations, the Board may (i) leave the vacancy unfilled until the next annual meeting of shareholders, (ii) fill the vacancy by appointing a new director whom the Board considers to merit the support of the shareholders or (iii) call a meeting of shareholders to consider a new nominee to fill the vacant position.
8. The Board or Committee may adopt procedures to assist in its determinations.
This Policy was approved by the Board on July 15, 2020.