The Toronto Stock Exchange (TSX) has published for comment
proposed amendments to the TSX Company Manual that would, among
other things, (a) require TSX-listed issuers to maintain a website
for posting certain key security holder documents (the
"Website Amendments") and (b) simplify
the disclosure requirements related to security based compensation
arrangements (the "Disclosure
Amendments"). The TSX has requested comments on the
Website Amendments and Disclosure Amendments by June 27, 2016.
The Website Amendments are intended to provide participants in
the Canadian capital markets with ready access to key security
holder documents. Issuers would be required to maintain a publicly
accessible website posting current copies of:
corporate policies that impact
meetings of security holders and voting;
security holder rights plans;
security based compensation
certain corporate governance
The Website Amendments also would permit an issuer who has
adopted a majority voting policy to post a copy of such policy on
its website, instead of describing the policy in its annual
materials sent to security holders.
The Disclosure Amendments are intended to simplify and enhance
disclosure requirements for security based compensation
arrangements ("Arrangements") by
introducing a new form with a user-friendly table and:
eliminating certain disclosure that
is duplicative of Canadian securities law requirements or that
security holders may not find meaningful (at the same time, as
described above, current copies of all Arrangements would be
required to be posted on an issuer's website);
streamlining the disclosure for
annual meetings at which security holder approval of the
Arrangement is not being sought;
requiring disclosure of an
Arrangement's "burn rate" (i.e., the rate at which
the issuer grants awards under the Arrangement) for up to the
previous three years; and
requiring enhanced disclosure
regarding the number of awards outstanding (including giving effect
to the maximum potential "multiplier" applicable to an
award) and vesting conditions (including default provisions and
whether vesting is time and/or performance based).
The Disclosure Amendments would not affect any requirements
regarding when and how security holder approval is sought with
respect to Arrangements or the requirement to pre-clear disclosure
where security holder approval would be sought for an
Both the Website Amendments and the Disclosure Amendments would
benefit investors without subjecting listed issuers to material
incremental costs. In particular, the Website Amendments would
simplify what has historically been an unduly cumbersome process
for trying to locate key corporate documents on the System for
Electronic Document Analysis and Retrieval (SEDAR), while the
Disclosure Amendments would help to focus public disclosure
regarding Arrangements on the information that is most important to
investors without meaningfully increasing (and possibly reducing)
the regulatory compliance burden for issuers.
The content of this article does not constitute legal advice
and should not be relied on in that way. Specific 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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