The Canadian Securities Administrators (CSA) published October
15, 2014 in final form amendments to the governance disclosure
rules contained in National Instrument 58-101 - Disclosure of
Corporate Governance Practices (Amendments) that will require
public companies which are reporting issuers in Manitoba, New
Brunswick, Newfoundland and Labrador, Northwest Territories, Nova
Scotia, Nunavut, Ontario, Quebec and Saskatchewan to provide
disclosure in their management proxy circulars (or in their Annual
Information Form, if no circular is sent to their securityholders)
regarding the representation of women on their boards and in
executive officer positions. The Amendments do not apply to issuers
listed on the TSX Venture Exchange.
The Amendments do not differ materially from the amendments
first proposed by the Ontario Securities Commission in January 2014
and subsequently in July 2014 by the eight other CSA members. For a
summary of the original proposal, see our
client alert dated February 5, 2014.
For financial years ending on or after December 31, 2014, the
Amendments will require TSX listed and other non-venture issuers
which are reporting issuers in the nine jurisdictions to provide
annual disclosure regarding:
director term limits or other mechanisms of board renewal or an
explanation for their absence;
policies regarding the representation of women on the board or
an explanation for their absence;
the board's or nominating committee's consideration of
representation of women in the director identification and
selection process or an explanation for its absence;
the issuer's consideration of the representation of women
in executive officer positions when making executive officer
appointments or an explanation for its absence;
targets regarding the representation of women on the board and
in executive officer positions or an explanation for their absence;
the number and proportion of women on the issuer's board
and in executive officer positions with the issuer and its major
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.
While most are well aware that the sale of a business is generally a complex process, even sophisticated business owners are surprised by just how much cost and effort is required to complete the sale.
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