The TSX today published notice that it is adopting amendments to
its Company Manual that would require issuers to (i) elect
directors annually; (ii) elect directors individually;
(iii) publicly disclose the votes received for the election of
each director; (iv) disclose whether a majority voting policy has
been adopted and if not, explain the practices for electing
directors and the reason for not adopting a majority voting policy;
and (v) disclose to the TSX if a director receives a majority
of "withhold" votes in the case that the issuer does
not have a majority voting policy.
earlier version of the proposals was published for comment in
September 2011 and, according to the TSX, a majority of commenters
supported the changes. The final amendments, which have been
approved by the OSC, will come into force on December 31, 2012.
Security holder meetings that have already been set and for which
proxy materials have already been approved will be unaffected by
The TSX also published for comment further proposed amendments to its Company
Manual that would require issuers listed on the TSX to
have majority voting for director elections at uncontested
meetings. Issuers would be able to comply with the requirement by
adopting a majority voting policy. A typical majority voting policy
would provide that, while security holders could generally still
vote "for" or "withhold" for each board
nominee, a director who receives a majority of "withhold"
votes would be required to tender his/her resignation, and the
board would generally accept that resignation.
According to the Canadian Coalition for Good Governance, 61% of
the listed issuers in the S&P/TSX Composite Index have adopted
majority voting. The comment period closes on November 5, and the
TSX anticipates that the amendments would become effective, subject
to OSC approval, as of December 31, 2013.
The content of this article is intended to provide a general
guide to the subject matter. Specialist advice should be sought
about your specific circumstances.
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Under the Income Tax Act, the Employment Insurance Act, and the Excise Tax Act, a director of a corporation is jointly and severally liable for a corporation's failure to deduct and remit source deductions or GST.
Under the Income Tax Act, the Employment Insurance Act, the Canada Pension Plan Act and the Excise Tax Act, a director of a corporation is jointly and severally liable for a corporation's failure to deduct and remit source deductions.
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