On February 13, 2014, the Toronto Stock Exchange (TSX) announced
that it had received the Ontario Securities Commission's
approval to proceed with amendments to the TSX Company Manual (the
2014 Amendments) to require all TSX-listed issuers to adopt
majority voting for the election of directors.
The 2014 Amendments will require that each director of a
TSX-listed issuer be elected by a majority of the votes cast with
respect to his or her election. This effectively means TSX issuers
will need to adopt a majority voting policy. The majority voting
requirements do not apply to majority-controlled issuers or to
meetings at which the election of directors is contested. The 2014
Amendments will take effect on June 30, 2014. For issuers with a
December 31 year end, this means they will need to comply with the
2014 Amendments next proxy season.
As set out in our
bulletin from October 2012, TSX amends rules for election
of directors, prior amendments to the TSX Company Manual
already require a TSX-listed issuer to:
hold elections annually for all of its directors;
allow shareholders to vote for each individual director (rather
than for a slate of proposed directors); and
disclose in its meeting circular whether the issuer has adopted
a majority voting policy for directors at uncontested meetings and,
if no policy has been adopted, to explain why.
A TSX-conducted survey of 200 listed issuers in the summer of
2013 found that 76% of the surveyed issuers had already adopted
majority voting policies.
The full text of the 2014 Amendments can be viewed here.
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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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