Regulation 58-101 respecting disclosure of corporate governance
On December 31, 2014 the final version of Regulation 58-101
respecting disclosure of corporate governance practices (the
"Regulation") including Schedule 58-101A came into force
in the following jurisdictions: Manitoba, New Brunswick,
Newfoundland and Labrador, Northwest Territories, Nova Scotia,
Nunavut, Ontario, Quebec and Saskatchewan (the "Participating
Thus, the continuous disclosure documents of reporting issuers
in those jurisdictions must provide information annually on the
the term limits and other mechanisms of renewal of the board of
written policies on the representation of women on the board of
how the board or nominating committee considers the
representation of women on the board in identifying and nominating
candidates for selection and election to the board;
whether the issuer considers the level of representation of
women in executive officer positions when making executive officer
targets regarding the representation of women on the
issuer's board and in executive officer positions;
with respect to the issuer and its major subsidiaries, the
number and percentage of directors and executive officers who are
This corporate governance regulation is applicable to proxy
circulars and annual information forms filed at the end of the
financial year of the issuer ending on or after December 31,
Non-venture reporting issuers in the Participating Jurisdictions
will henceforth have to "comply or explain". No quotas
have been imposed or formulated in the Regulation. It will thus be
interesting to learn from subsequent continuous disclosure
documents whether there has been any change in the representation
of women on the board of directors and in executive officer
positions of the issuers concerned.
Representations and warranties insurance
Over the years we have seen an emerging tendency for provisions
in mergers and acquisitions files for representations and
warranties insurance. This aspect of M&A files is becoming
increasingly prominent, as it facilitates the resolution of
sometimes thorny negotiation issues inherent in these transactions.
In a purchase agreement, the representations and warranties certify
essential key aspects regarding the target corporation and its
operations and assets. This type of insurance offers coverage of
certain risks of financial loss that may flow from a breach of
those representations and warranties. Depending on the
circumstances of the transaction, such insurance may not always be
relevant. It is, however, a tool that is becoming more and more
popular in M&A transactions and will no doubt be attracting a
lot more attention from commentators in the future.
Canada Business Corporations Act
Finally, we should keep an eye out this year for the results of
the public consultations conducted by Industry Canada in respect of
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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