On October 4, 2012, the Toronto Stock Exchange (TSX) announced that it has received notice of
approval from the Ontario Securities Commission (OSC) to proceed
with amendments to the TSX Company Manual (Manual) that aim to
strengthen requirements relating to corporate governance.
Specifically, the TSX will amend Parts I and IV of the Manual which
specify rules pertaining to how a listed issuer elects its board of
The revised rules, which will become effective on December 31,
2012, will include the following requirements:
to elect directors annually;
to elect directors individually, rather than as a slate;
to publicly disclose the votes received for the election of
to disclose if they have adopted a majority voting policy for
uncontested director elections, and to disclose reasons in the
event of lacking such a policy; and
to disclose to TSX if a director receives a majority of
"withhold" votes, if they do not have a majority voting
"Toronto Stock Exchange is committed to further enhancing
domestic and global confidence in Canada's capital
markets," said Kevan Cowan, President, TSX Markets and Group
Head of Equities, TMX Group. "These changes bring additional
transparency to the board selection process and help to strengthen
our markets' reputation while aligning our practices to other
major international jurisdictions."
All applicants for listing on TSX after December 31, 2012 and
applicants with listing applications in progress will be expected
to demonstrate that they are in compliance with the Amendments, and
if not, to explain the plan and time frame in which they will
comply. All TSX listed issuers and applicants are expected to be in
compliance with the Amendments by December 31, 2013, and will
otherwise be considered to be in breach of the Manual.
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