Canada: 2018 Planning Starts Now For TSX-Listed Issuers: TSX Updates Disclosure Requirements

Last Updated: November 6 2017
Article by Julie Robinson and Basia Dzierzanowska

On October 19, 2017, the Toronto Stock Exchange (TSX) announced it had adopted amendments to its Company Manual. Originally proposed in Spring 2016, and one aspect of public company corporate governance that was up for change in 2017, the amendments recognize two significant business trends: the increasing role of the Internet as an information source for current and prospective investors, and use of security-based compensation as a tool to attract and retain talent. The amendments will enhance governance disclosure for TSX-listed companies in relation to these trends by introducing new website disclosure requirements, and updating disclosure requirements for security-based compensation arrangements. Here are the key elements of both.


As Canadian securities regulators address reporting issuers' compliance with their disclosure requirements when using social media, the TSX Company Manual's new section 473 similarly recognizes the pervasive role of technology, and in particular the Internet, both as a source of information for security-holders and prospective investors and as a tool by which companies communicate with those investors and the public generally.

What. TSX-listed issuers will now be required to post current copies of these corporate governance documents:

  • Its constating documents (articles of incorporation, amalgamation, continuation or any other documents that establish the issuer) and its bylaws.
  • If adopted, its:
    • Majority voting policy (which the issuer will no longer have to describe in its management information circulars).
    • Advance notice policy.
    • Position descriptions for the board chair and the lead director.
    • Board mandate.
    • Board committee charters.

Where. Issuers must post the documents on a publicly accessible website, and on a page that's easily identifiable and accessible from its home page or investor relations page. Issuers that share a website should each have a separate, dedicated webpage to meet these requirements.

Who. All TSX-listed issuers must comply except three categories exempted from the disclosure requirements:

  • Eligible Interlisted Issuers. TSX-listed issuers that are also listed on another TSX-recognized stock exchange (New York Stock Exchange, NYSE MKT, NASDAQ, London Stock Exchange Main Board, AIM, Australian Securities Exchange, Hong Kong Stock Exchange Main Board or others the TSX recognizes) and that had less than 25% of the overall trading volume of their listed securities occurring on all Canadian marketplaces in the preceding 12 months.
  • Eligible International Interlisted Issuers. Eligible Interlisted Issuers organized in a TSX-recognized jurisdiction (including Australia, England, Hong Kong, the State of Delaware, and others the TSX recognizes).
  • Non-Corporate Issuers. These include issuers of certain exchange-traded products, closed-end funds and structured products traded on the TSX.

When. The new website disclosure requirements are effective as of April 1, 2018.


Companies – from start-ups to large, long-established ones – are increasingly using a variety of security-based compensation arrangements to attract and retain talent. Reflecting this trend, the Company Manual amendments expands and updates the existing disclosure obligations relating to security-based compensation arrangements.

What. There are three key changes to security-based compensation arrangement disclosure:

  • Expanded Vesting and Term Disclosure. Vesting and term of grant disclosure now applies to all security-based compensation arrangements – not just to stock options.
  • Burn Rate. Under a new disclosure obligation, issuers must now disclose the annual burn rate for each arrangement it maintains for each of its three most recently completed fiscal years. If the arrangement hasn't existed for the issuer's last three fiscal years (including similar predecessor security-based compensation arrangements), or if security holders approved it within the issuer's last three fiscal years, the issuer should disclose the annual burn rate for each of its fiscal years completed since it was adopted. The disclosure must express the burn rate as a percentage calculated as: the number of securities awarded under the arrangement during the applicable fiscal year divided by the weighted average number of securities outstanding for the applicable fiscal year (calculated per the CPA Canada Handbook). If the securities awarded under the arrangement are subject to a multiplier, the issuer must provide details about the multiplier.
  • Awards Issuable, Outstanding & Available for Grant. The amendments simplify and clarify the requirement to disclose the number of securities outstanding and available under security-based compensation arrangements. The amendments make clear that issuers must disclose all of the following as at the end of the issuer's most recently completed fiscal year for an annual meeting, or as of the date of the meeting materials for any meeting (except an annual meeting) where security holders are asked to approve a matter relating to security-based compensation:  
    • The maximum number of securities issuable under each arrangement, expressed either as: both a fixed number and the percentage relative to the number of the issuer's issued and outstanding securities; or a fixed percentage of the number of the issuer's issued and outstanding securities.
    • The number of outstanding securities awarded under each arrangement and the percentage it represents relative to the issuer's issued and outstanding securities.
    • The number of securities under each arrangement available for grant and the percentage it represents relative to the number of the issuer's issued and outstanding securities.

Where. Issuers must disclose the required security-based compensation information in their management information circulars or other annual disclosure document distributed to all security holders.

When. The security based compensation disclosure amendments are effective for fiscal years ending on or after October 31, 2017.

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.

To print this article, all you need is to be registered on

Click to Login as an existing user or Register so you can print this article.

In association with
Related Topics
Related Articles
Related Video
Up-coming Events Search
Font Size:
Mondaq on Twitter
Register for Access and our Free Biweekly Alert for
This service is completely free. Access 250,000 archived articles from 100+ countries and get a personalised email twice a week covering developments (and yes, our lawyers like to think you’ve read our Disclaimer).
Email Address
Company Name
Confirm Password
Mondaq Topics -- Select your Interests
 Law Performance
 Law Practice
 Media & IT
 Real Estate
 Wealth Mgt
Asia Pacific
European Union
Latin America
Middle East
United States
Worldwide Updates
Registration (you must scroll down to set your data preferences)

Mondaq Ltd requires you to register and provide information that personally identifies you, including your content preferences, for three primary purposes (full details of Mondaq’s use of your personal data can be found in our Privacy and Cookies Notice):

  • To allow you to personalize the Mondaq websites you are visiting to show content ("Content") relevant to your interests.
  • To enable features such as password reminder, news alerts, email a colleague, and linking from Mondaq (and its affiliate sites) to your website.
  • To produce demographic feedback for our content providers ("Contributors") who contribute Content for free for your use.

Mondaq hopes that our registered users will support us in maintaining our free to view business model by consenting to our use of your personal data as described below.

Mondaq has a "free to view" business model. Our services are paid for by Contributors in exchange for Mondaq providing them with access to information about who accesses their content. Once personal data is transferred to our Contributors they become a data controller of this personal data. They use it to measure the response that their articles are receiving, as a form of market research. They may also use it to provide Mondaq users with information about their products and services.

Details of each Contributor to which your personal data will be transferred is clearly stated within the Content that you access. For full details of how this Contributor will use your personal data, you should review the Contributor’s own Privacy Notice.

Please indicate your preference below:

Yes, I am happy to support Mondaq in maintaining its free to view business model by agreeing to allow Mondaq to share my personal data with Contributors whose Content I access
No, I do not want Mondaq to share my personal data with Contributors

Also please let us know whether you are happy to receive communications promoting products and services offered by Mondaq:

Yes, I am happy to received promotional communications from Mondaq
No, please do not send me promotional communications from Mondaq
Terms & Conditions (the Website) is owned and managed by Mondaq Ltd (Mondaq). Mondaq grants you a non-exclusive, revocable licence to access the Website and associated services, such as the Mondaq News Alerts (Services), subject to and in consideration of your compliance with the following terms and conditions of use (Terms). Your use of the Website and/or Services constitutes your agreement to the Terms. Mondaq may terminate your use of the Website and Services if you are in breach of these Terms or if Mondaq decides to terminate the licence granted hereunder for any reason whatsoever.

Use of

To Use you must be: eighteen (18) years old or over; legally capable of entering into binding contracts; and not in any way prohibited by the applicable law to enter into these Terms in the jurisdiction which you are currently located.

You may use the Website as an unregistered user, however, you are required to register as a user if you wish to read the full text of the Content or to receive the Services.

You may not modify, publish, transmit, transfer or sell, reproduce, create derivative works from, distribute, perform, link, display, or in any way exploit any of the Content, in whole or in part, except as expressly permitted in these Terms or with the prior written consent of Mondaq. You may not use electronic or other means to extract details or information from the Content. Nor shall you extract information about users or Contributors in order to offer them any services or products.

In your use of the Website and/or Services you shall: comply with all applicable laws, regulations, directives and legislations which apply to your Use of the Website and/or Services in whatever country you are physically located including without limitation any and all consumer law, export control laws and regulations; provide to us true, correct and accurate information and promptly inform us in the event that any information that you have provided to us changes or becomes inaccurate; notify Mondaq immediately of any circumstances where you have reason to believe that any Intellectual Property Rights or any other rights of any third party may have been infringed; co-operate with reasonable security or other checks or requests for information made by Mondaq from time to time; and at all times be fully liable for the breach of any of these Terms by a third party using your login details to access the Website and/or Services

however, you shall not: do anything likely to impair, interfere with or damage or cause harm or distress to any persons, or the network; do anything that will infringe any Intellectual Property Rights or other rights of Mondaq or any third party; or use the Website, Services and/or Content otherwise than in accordance with these Terms; use any trade marks or service marks of Mondaq or the Contributors, or do anything which may be seen to take unfair advantage of the reputation and goodwill of Mondaq or the Contributors, or the Website, Services and/or Content.

Mondaq reserves the right, in its sole discretion, to take any action that it deems necessary and appropriate in the event it considers that there is a breach or threatened breach of the Terms.

Mondaq’s Rights and Obligations

Unless otherwise expressly set out to the contrary, nothing in these Terms shall serve to transfer from Mondaq to you, any Intellectual Property Rights owned by and/or licensed to Mondaq and all rights, title and interest in and to such Intellectual Property Rights will remain exclusively with Mondaq and/or its licensors.

Mondaq shall use its reasonable endeavours to make the Website and Services available to you at all times, but we cannot guarantee an uninterrupted and fault free service.

Mondaq reserves the right to make changes to the services and/or the Website or part thereof, from time to time, and we may add, remove, modify and/or vary any elements of features and functionalities of the Website or the services.

Mondaq also reserves the right from time to time to monitor your Use of the Website and/or services.


The Content is general information only. It is not intended to constitute legal advice or seek to be the complete and comprehensive statement of the law, nor is it intended to address your specific requirements or provide advice on which reliance should be placed. Mondaq and/or its Contributors and other suppliers make no representations about the suitability of the information contained in the Content for any purpose. All Content provided "as is" without warranty of any kind. Mondaq and/or its Contributors and other suppliers hereby exclude and disclaim all representations, warranties or guarantees with regard to the Content, including all implied warranties and conditions of merchantability, fitness for a particular purpose, title and non-infringement. To the maximum extent permitted by law, Mondaq expressly excludes all representations, warranties, obligations, and liabilities arising out of or in connection with all Content. In no event shall Mondaq and/or its respective suppliers be liable for any special, indirect or consequential damages or any damages whatsoever resulting from loss of use, data or profits, whether in an action of contract, negligence or other tortious action, arising out of or in connection with the use of the Content or performance of Mondaq’s Services.


Mondaq may alter or amend these Terms by amending them on the Website. By continuing to Use the Services and/or the Website after such amendment, you will be deemed to have accepted any amendment to these Terms.

These Terms shall be governed by and construed in accordance with the laws of England and Wales and you irrevocably submit to the exclusive jurisdiction of the courts of England and Wales to settle any dispute which may arise out of or in connection with these Terms. If you live outside the United Kingdom, English law shall apply only to the extent that English law shall not deprive you of any legal protection accorded in accordance with the law of the place where you are habitually resident ("Local Law"). In the event English law deprives you of any legal protection which is accorded to you under Local Law, then these terms shall be governed by Local Law and any dispute or claim arising out of or in connection with these Terms shall be subject to the non-exclusive jurisdiction of the courts where you are habitually resident.

You may print and keep a copy of these Terms, which form the entire agreement between you and Mondaq and supersede any other communications or advertising in respect of the Service and/or the Website.

No delay in exercising or non-exercise by you and/or Mondaq of any of its rights under or in connection with these Terms shall operate as a waiver or release of each of your or Mondaq’s right. Rather, any such waiver or release must be specifically granted in writing signed by the party granting it.

If any part of these Terms is held unenforceable, that part shall be enforced to the maximum extent permissible so as to give effect to the intent of the parties, and the Terms shall continue in full force and effect.

Mondaq shall not incur any liability to you on account of any loss or damage resulting from any delay or failure to perform all or any part of these Terms if such delay or failure is caused, in whole or in part, by events, occurrences, or causes beyond the control of Mondaq. Such events, occurrences or causes will include, without limitation, acts of God, strikes, lockouts, server and network failure, riots, acts of war, earthquakes, fire and explosions.

By clicking Register you state you have read and agree to our Terms and Conditions