The Toronto Stock Exchange ("TSX")
recently published proposed amendments to: (i) introduce website
disclosure requirements for TSX listed issuers (the
"Website Amendments"); and (ii) amend
the disclosure requirements regarding security based compensation
(the "SBC Amendments", and
together with the Website Amendments, the
"Amendments") in the TSX Company Manual.
The Amendments will be effective upon approval by the Ontario
Securities Commission following the public comment period. Comments
on the Amendments were initially requested by June 27, 2016. The
TSX is extending the comment period to July 15, 2016 as a result of
requests from stakeholders.
The Website Amendments are intended to provide capital
market participants with ready access to key security holder
documents. Listed issuers would be required to maintain a publicly
accessible website posting current copies of:
constating documents including articles, trust indentures,
partnership agreements, by-laws and other similar documents;
corporate policies that impact meetings of security holders and
security holder rights plans;
security based compensation arrangements
certain corporate governance documents, including charters
of board committees, code of ethical business conduct, position
descriptions, board mandate, anti-corruption policies and other
environmental and social policies and whistleblower policies.
The Website Amendments also simplify the disclosure
requirement for issuers that have adopted a majority voting
policy by substituting the requirement for issuers to describe
such policies in their annual materials sent to security holders
with the requirement to instead post the policies on their
Security Based Compensation Amendments
The SBC Amendments are intended to simplify the disclosure
requirements with respect to Arrangements (for meetings where
security holder approval will be sought for an Arrangement
("Approval Meetings") and for other
meetings ("Other Annual Meetings"), and
to introduce a new form, Form 15 with a user-friendly table for the
simplified disclosure. The Form 15 has been developed to reflect
more current Arrangements filed with the TSX. Issuers would be
required to disclose the items in Form 15 in meeting materials for
Approval Meetings and Other Annual Meetings, including the
maximum number of securities issuable;
burn rate (being the rate at which an issuer uses up securities
available for grant under an Arrangement);
eligibility criteria for awards;
amendments to an Arrangement or previously issued awards.
Additional disclosure required for Approval Meetings:
Other key terms in sufficient detail as may reasonably be
required by a security holder to approve the Arrangement or
The following current disclosure requirements will no longer be
required under the proposed SBC Amendments: (i) maximum securities
available to insiders; (ii) maximum securities available to one
person or company; (iii) method for determining exercise price;
(iv) method for determining purchase price; (v) formula for
calculating market appreciation of stock appreciation rights
("SARs"); (vi) ability to transform
stock options into SARs involving issuance of securities from
treasury; (vii) term; (viii) causes of cessation of entitlement and
effect of employee termination; (ix) assignability; (x) procedure
for amending; (xi) financial assistance; and (xii) entitlements
previously granted but subject to security holder ratification.
To view the TSX's request for comments in respect of the
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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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