Registry Corporation Ownership and Golden Share Changes

Summary#

This bill changes parts of The Information Services Corporation Act. It removes limits on how much of ISC’s voting shares any person or group can own. It fixes the number of government-appointed directors on ISC’s board at two. It also tightens protections around ISC’s core assets and agreements, and clarifies how the government’s “golden share” can continue if ISC reorganizes.

Key changes:

• Repeals the 15% cap on owning ISC voting shares and all related enforcement rules.
• Lets the Lieutenant Governor in Council appoint 2 board members each year (previously the number was tied to the government’s shareholding).
• Adds protections to prevent key ISC intellectual property from being moved outside Saskatchewan and to stop asset or function transfers that would hinder ISC’s obligations under the July 5, 2023 Extension Agreement and Amended and Restated Master Service Agreement.
• Clarifies that the Crown Investments Corporation of Saskatchewan (CIC) can keep an identical “golden share” through a court-approved plan of arrangement (a type of corporate reorganization).
• Cleans up definitions and regulation-making powers that are no longer needed because of these changes.

What it means for you#

• Investors and shareholders

  • You can now buy and hold more than 15% of ISC’s voting shares. The past rules that blocked dividends or voting rights above the cap no longer apply.
  • ISC will no longer assess whether investors are “associated” for the purpose of enforcing the 15% limit, because that limit is repealed.
  • Takeovers or large strategic investments in ISC would likely be easier. However, the “golden share” and the new transfer protections still limit certain major moves affecting core assets or obligations.

• ISC management and board

  • The board will include exactly 2 directors appointed annually by the Lieutenant Governor in Council. If more than 2 government appointees are on the board when the law takes effect, they remain until the next annual meeting.
  • Monitoring, presumption, and enforcement steps tied to the old 15% share limit are removed.
  • New wording captures direct or indirect transfers that could move key intellectual property outside Saskatchewan or that could prevent or delay ISC or ISC Saskatchewan Inc. from meeting the 2023 agreements. Such moves would likely trigger the golden share rights.

• Government of Saskatchewan and Crown Investments Corporation (CIC)

  • CIC’s influence on board appointments is set at 2 seats, regardless of its share ownership level.
  • The bill confirms CIC can preserve its golden share through a plan of arrangement, as long as the golden share after the reorganization is identical in rights and terms.

• Registry users (businesses, property owners, professionals)

  • Day-to-day services are not changed by the bill. The added asset and intellectual property protections are aimed at keeping key capabilities in Saskatchewan and maintaining service obligations under ISC’s contracts with the province.

• General public

  • This bill mainly affects corporate control and governance of ISC. It does not change fees or the delivery of registry services directly.

Expenses#

No publicly available information.

• The repeal of the 15% ownership cap could reduce ISC’s internal compliance and monitoring tasks; no cost estimate is provided.
• No new spending, fines, or fees are identified in the bill text.

Proponents' View#

• The bill appears intended to modernize ISC’s ownership and governance by removing the 15% ownership cap and the complex associated rules.
• Fixing government appointments at two directors could provide predictability, instead of tying appointments to fluctuating government shareholdings.
• The added protections on intellectual property and critical functions could be seen as safeguarding Saskatchewan-based capabilities and ensuring ISC can meet its 2023 contract commitments to the province.
• Clarifying that the golden share continues through a plan of arrangement could support corporate flexibility while preserving the province’s key protective rights.

Opponents' View#

• One concern is that removing the 15% cap could allow concentrated ownership or a takeover of ISC, potentially reducing dispersed shareholder influence. While the golden share remains, its scope and limits are not detailed in this bill.
• Fixing government appointments at two may reduce public-sector influence on the board if, under the prior formula, the government would have appointed more than two directors.
• The broader limits on transferring intellectual property and functions (including indirect transfers) may constrain ISC’s flexibility in future deals or reorganizations.
• The bill does not explain in detail how the new transfer safeguards will be enforced in practice beyond existing golden share mechanisms, which could raise implementation questions.