In our post of
May 2, we discussed the Toronto Stock Exchange's
December 31, 2012 amendments to the Company
Manual to require, among other things, that TSX listed
issuers elect all of their directors annually. On July 10, the TSX
issued a Staff Notice providing new guidance,
and importantly for international listed issuers, setting out a
framework for waiver applications.
The TSX will now consider waiver applications from inter-listed
international issuers. Applications for waivers must address the
following factors in support of the TSX granting the waiver:
the stock exchange or home market on which the issuer primarily
trades as well as its the jurisdiction of incorporation or
the level of trading in Canada and its home stock exchange or
market. The TSX states that it will be more receptive to an
application where at least 75% of the value and volume of the
issuer's trading in the six months prior to the date of the
application has occurred outside of Canada;
if the issuer's jurisdiction of incorporation is outside of
Australia, the United Kingdom or the state of Delaware (or another
U.S. state with corporate laws comparable to the state of Delaware)
it must provide (i) detailed information on its compliance with
director election standards and practices in its jurisdiction of
incorporation, (ii) a description of the comparative director
election practices of similar-sized issuers in its sector in its
home market, and (iii) a description of the corporate governance
regime that it is subject to;
if the issuer is from Australia, the United Kingdom or the
state of Delaware (or another U.S. state with corporate laws
comparable to the state of Delaware), it has to confirm it is in
compliance with its home market standards.
If a waiver is granted, it will be effective for only one year
or until the next annual general meeting. The TSX will also require
that the reasons for requesting the waiver be disclosed by the
issuer in its annual information circular.
The TSX's receptivity to a waiver will certainly be welcomed
by the many inter-listed Australian issuers as it now implicitly
recognizes the sufficiency of the corporate governance regime on
the Australian Securities Exchange, as well as the United Kingdom
For new TSX listing applicants, the Staff Notice states that
inter-listed international issuers will not be required to meet
these requirements at the time of listing. The director election
requirements will only begin to apply when the issuer mails its
materials for its first AGM after listing on the TSX but provided
that the issuer has been listed on TSX for at least six months at
The use of electronic signatures is becoming increasingly commonplace in commercial transactions, as individuals and businesses capitalize on the administrative efficiency afforded by today’s digital world.
After several months of consultation and deliberations, the Organisation for Economic Co-operation and Development rendered public a revised draft Guidance on Due Diligence for Responsible Business Conduct.
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